-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GL0B9lnmECEAtccYpODJ//OfEAocD3fW9bWYoXRtceE1VzR0/MZAyUJXeRACcVyf reyYApZxtbNvU6WjAAK/1Q== 0000950144-05-008436.txt : 20050809 0000950144-05-008436.hdr.sgml : 20050809 20050809122858 ACCESSION NUMBER: 0000950144-05-008436 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 100 FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127332 FILM NUMBER: 051008437 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 S-4 1 g96520sv4.htm PSYCHIATRIC SOLUTIONS, INC. Psychiatric Solutions, Inc.
Table of Contents

As filed with the Securities and Exchange Commission on August 9, 2005
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
     8093       23-2491707  
(State or Other Jurisdiction of
   (Primary Standard Industrial   (I.R.S. Employer
Incorporation or Organization)
   Classification Code Number)   Identification Number)
 
840 Crescent Centre Drive, Suite 460
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
 
Joey A. Jacobs
840 Crescent Centre Drive, Suite 460
Franklin, Tennessee 37067
(615) 312-5700
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent For Service)
 
With copies to:
Christopher L. Howard, Esq.
Waller Lansden Dortch & Davis, PLLC
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(1)   Price(1)   Registration Fee
 
73/4% Senior Subordinated Notes Due 2015
   $220,000,000   100%   $220,000,000   $25,894
 
Guarantee of 73/4% Senior Subordinated Notes Due 2015
   $220,000,000   (2)   (2)   (2)
 
 
(1)  Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933 (the “Securities Act”).
 
(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, 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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

ADDITIONAL REGISTRANTS
                                 
    State or Other   Primary Standard   I.R.S.    
    Jurisdiction of   Industrial   Employer    
    Incorporation or   Classification Code   Identification   Registration
Name, Address and Telephone Number(1)   Organization   Number   Number   No.
                 
Psychiatric Solutions of Alabama, Inc. 
     TN       8093       62-1711427          
Premier Behavioral Solutions, Inc. 
     DE       8093       63-0857352          
Psychiatric Solutions of Virginia, Inc. 
     TN       8093       62-1732340          
Psychiatric Solutions of Tennessee, Inc. 
     TN       8093       62-1734491          
Solutions Center of Little Rock, Inc. 
     TN       8093       62-1734488          
Psychiatric Solutions of North Carolina, Inc. 
     TN       8093       62-1692189          
PSI Community Mental Health Agency Management, Inc. 
     TN       8093       62-1734870          
PSI-EAP, Inc. 
     DE       8093       51-0411229          
Sunstone Behavioral Health, Inc. 
     TN       8093       80-0051894          
The Counseling Center of Middle Tennessee, Inc. 
     TN       8093       62-1383217          
PSI Hospitals, Inc. 
     DE       8093       62-1871091          
PSI Texas Hospitals, LLC
     TX       8093       62-1871092          
Psychiatric Practice Management of Arkansas, Inc
     TN       8093       62-1738261          
Texas Cypress Creek Hospital, L.P. 
     TX       8093       62-1864266          
Texas West Oaks Hospital, L.P. 
     TX       8093       62-1864265          
Neuro Institute of Austin, L.P. 
     TX       8093       56-2274069          
Aeries Healthcare Corporation
     DE       8093       22-3682759          
Aeries Healthcare of Illinois, Inc. 
     IL       8093       22-3682760          
Infoscriber Corporation
     DE       8093       33-0878629          
Collaborative Care Corporation
     TN       8093       62-1603168          
Psychiatric Solutions Hospitals, Inc. 
     DE       8093       62-1658476          
Psychiatric Management Resources, Inc. 
     CA       8093       33-0290342          
PSI Cedar Springs Hospital, Inc. 
     DE       8093       74-3081810          
Psychiatric Solutions of Oklahoma, Inc. 
     DE       8093       43-2001465          
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          
Therapeutic School Services, L.L.C
     OK       8093       73-1559296          
Bountiful Psychiatric Hospital, Inc. 
     UT       8093       93-0893928          
East Carolina Psychiatric Services Corporation
     NC       8093       56-1317433          
Great Plains Hospital, Inc. 
     MO       8093       43-1328523          
Gulf Coast Treatment Center, Inc. 
     FL       8093       56-1341134          
Havenwyck Hospital Inc. 
     MI       8093       38-2409580          
H.C. Corporation
     AL       8093       63-0870528          
H.C. Partnership
     AL       8093       63-0862148          
HSA Hill Crest Corporation
     AL       8093       95-3900761          
HSA of Oklahoma, Inc. 
     OK       8093       74-2373564          
Michigan Psychiatric Services, Inc. 
     MI       8093       38-2423002          
Ramsay Managed Care, Inc. 
     DE       8093       72-1249464          

Table of Contents

                                 
    State or Other   Primary Standard   I.R.S.    
    Jurisdiction of   Industrial   Employer    
    Incorporation or   Classification Code   Identification   Registration
Name, Address and Telephone Number(1)   Organization   Number   Number   No.
                 
Ramsay Treatment Services, Inc. 
     DE       8093       65-0852413          
Premier Behavioral Solutions of Alabama, Inc. 
     DE       8093       52-2090040          
Premier Behavioral Solutions of Florida, Inc. 
     DE       8093       65-0816927          
Ramsay Youth Services of Georgia, Inc. 
     DE       8093       35-2174803          
Psychiatric Solutions of South Carolina, Inc. 
     DE       8093       22-3600673          
Ramsay Youth Services Puerto Rico, Inc. 
     PR       8093       66-0555371          
RHCI San Antonio, Inc. 
     DE       8093       74-2611258          
Transitional Care Ventures, Inc. 
     DE       8093       72-1235219          
Transitional Care Ventures (Texas), Inc. 
     DE       8093       51-0343645          
AHS Cumberland Hospital, LLC
     VA       8093       02-0567575          
Ardent Health Services, Inc. 
     DE       8093       92-0189593          
Behavioral Healthcare Corporation
     DE       8093       62-1516830          
BHC Alhambra Hospital, Inc. 
     TN       8093       62-1658521          
BHC Belmont Pines Hospital, Inc. 
     TN       8093       62-1658523          
BHC Canyon Ridge Hospital, LLC
     DE       8093       20-2178294          
BHC Cedar Crest RTC, Inc. 
     TX       8093       74-2669474          
BHC Cedar Vista Hospital, Inc. 
     CA       8093       77-0359473          
BHC Clinicas Del Este Hospital, Inc. 
     TN       8093       62-1679670          
BHC Columbus Hospital, Inc. 
     TN       8093       62-1664739          
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 Gulf Coast Management Group, Inc. 
     TN       8093       62-1690695          
BHC Health Services of Nevada, Inc. 
     NV       8093       88-0300031          
BHC Heritage Oaks Hospital, Inc. 
     TN       8093       62-1658494          
BHC Hospital Holdings, Inc. 
     DE       8093       41-2052298          
BHC Intermountain Hospital, Inc. 
     TN       8093       62-1658493          
BHC Lebanon Hospital, Inc. 
     TN       8093       62-1664738          
BHC Management Holdings, Inc. 
     DE       8093       41-2052303          
BHC Management Services, LLC
     DE       8093       62-1849455          
BHC Management Services of Indiana, LLC
     DE       8093       62-1843640          
BHC Management Services of Kentucky, LLC
     DE       8093       62-1843655          
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 Pennsylvania, LLC
     DE       8093       20-0085630          

Table of Contents

                                 
    State or Other   Primary Standard   I.R.S.    
    Jurisdiction of   Industrial   Employer    
    Incorporation or   Classification Code   Identification   Registration
Name, Address and Telephone Number(1)   Organization   Number   Number   No.
                 
BHC Management Services of Streamwood, LLC
     DE       8093       62-1843658          
BHC Management Services of Tulsa, LLC
     DE       8093       20-1215333          
BHC Millwood Hospital, Inc. 
     TN       8093       62-1658500          
BHC Montevista Hospital, Inc. 
     NV       8093       88-0299907          
BHC Mesilla Valley Hospital, LLC
     DE       8093       20-2612295          
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          
BHC Newco 10, LLC
     DE       8093       None          
BHC Northwest Psychiatric Hospital, LLC
     DE       8093       20-0085660          
BHC of Indiana, General Partnership
     IN       8093       62-1780700          
BHC of Northern Indiana, Inc. 
     TN       8093       62-1664737          
BHC Pacific Gateway Hospital, Inc. 
     TN       8093       62-1664741          
BHC Pacific Shores Hospital, Inc. 
     CA       8093       77-0426020          
BHC Pacific View RTC, Inc. 
     TN       8093       62-1664740          
BHC Physician Services of Kentucky, LLC
     DE       8093       62-1843636          
BHC Pinnacle Pointe Hospital, Inc.
     TN       8093       62-1658502          
BHC Properties, Inc. 
     TN       8093       62-1660875          
BHC Ross Hospital, Inc. 
     CA       8093       68-0343573          
BHC San Juan Capestrano Hospital, Inc. 
     TN       8093       62-1658506          
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 Valle Vista Hospital, Inc. 
     TN       8093       62-1658516          
BHC Vista Del Mar Hospital, Inc. 
     TN       8093       62-1658519          
BHC Windsor Hospital, Inc. 
     OH       8093       34-1827645          
Bloomington Meadows, General Partnership
     IN       8093       35-1858510          
Brentwood Acquisition, Inc. 
     TN       8093       20-0773985          
Brentwood Acquisition-Shreveport, Inc. 
     DE       8093       20-0474854          
Canyon Ridge Hospital, Inc. 
     CA       8093       20-2935031          
Columbus Hospital, LLC
     DE       8093       62-1740367          
Community Psychiatric Centers of Texas, Inc. 
     TX       8093       75-1757825          
Fort Lauderdale Hospital, Inc. 
     FL       8093       20-1021229          
Indiana Psychiatric Institutes, Inc. 
     DE       8093       52-1652319          
Laurelwood Center, Inc. 
     MS       8093       64-0777521          
Lebanon Hospital, LLC
     DE       8093       62-1740370          

Table of Contents

                                 
    State or Other   Primary Standard   I.R.S.    
    Jurisdiction of   Industrial   Employer    
    Incorporation or   Classification Code   Identification   Registration
Name, Address and Telephone Number(1)   Organization   Number   Number   No.
                 
Mesilla Valley General Partnership
     NM       8093       85-0337300          
Mesilla Valley Hospital, Inc. 
     NM       8093       74-2370320          
Mesilla Valley Mental Health Associates, Inc. 
     NM       8093       85-0338767          
Millwood Hospital, L.P. 
     TX       8093       20-1021264          
Northern Indiana Hospital, LLC
     DE       8093       62-1741384          
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, Inc. 
     DE       8093       20-1124098          
PSI Crossings, LLC
     DE       8093       20-2142587          
PSI Pride Institute, Inc. 
     MN       8093       20-1021241          
PSI Summit Hospital, Inc. 
     NJ       8093       20-1021210          
Psychiatric Solutions of Leesburg, Inc. 
     TN       8093       20-1215130          
Psychiatric Solutions of Arizona, Inc. 
     DE       8093       20-0380961          
Red Rock Solutions, LLC
     DE       8093       20-3140694          
Tucson Health Systems, Inc. 
     DE       8093       20-2950148          
Valle Vista, LLC
     DE       8093       62-1740366          
Wellstone Holdings, Inc. 
     DE       8093       20-3062052          
Wellstone Regional Hospital Acquisition, LLC
     IN       8093       20-3062075          
Whisper Ridge of Staunton, Inc. 
     DE       8093       20-1989730          
Willow Springs, LLC
     DE       8093       62-1814471          
 
(1)  The address of each of these additional registrant’s principal executive office is 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067. Their telephone number is (615) 312-5700.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell or offer 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 we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated August 9, 2005
PROSPECTUS
Exchange Offer
for $220,000,000 73/4% Senior Subordinated Notes due 2015
of
(PSI LOGO)
 
MATERIAL TERMS OF THE EXCHANGE OFFER
  •  Expires at 5:00 p.m., New York City time, on                     , 2005, 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 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 July 6, 2005, 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 operating subsidiaries.
      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                     , 2005

      This prospectus incorporates business and financial information about us that is not included in or delivered with the prospectus and this information is available without charge to holders upon written or oral request to Brent Turner, Vice President, Treasurer and Investor Relations, Psychiatric Solutions, Inc., 840 Crescent Centre Drive, Suite 460, 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
     
    1  
    17  
    26  
    27  
    35  
    36  
    37  
    41  
    55  
    57  
    93  
    94  
    94  
    94  
    95  
    95  
 EX-3.7 CERTIFICATE OF INCORPORATION OF ARDENT HEALTH SERVICES, INC.
 EX-3.8 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEHAVIORAL HEALTHCARE CORPORATION
 EX-3.9 CHARTER OF BHC ALHAMBRA HOSPITAL, INC.
 EX-3.10 CHARTER OF BHC BELMONT PINES HOSPITAL, INC.
 EX-3.11 ARTICLES OF INCORPORATION OF BHC CEDAR CREST RTC, INC.
 EX-3.12 ARTICLES OF INCORPORATION OF BHC CEDAR VISTA HOSPITAL, INC.
 EX-3.13 CHARTER OF BHC CLINICAS DEL ESTE HOSPITAL, INC.
 EX-3.14 CHARTER OF BHC COLUMBUS HOSPITAL, INC., AS AMENDED
 EX-3.15 CHARTER OF BHC FAIRFAX HOSPITAL, INC.
 EX-3.16 CHARTER OF BHC FORT LAUDERDALE HOSPITAL, INC.
 EX-3.17 CHARTER OF BHC FOX RUN HOSPITAL, INC.
 EX-3.18 CHARTER OF BHC FREMONT HOSPITAL, INC.
 EX-3.19 CHARTER OF BHC GULF COAST MANAGEMENT GROUP, INC.
 EX-3.20 ARTICLES OF INCORPORATION OF BHC HEALTH SERVICES OF NEVADA, INC.
 EX-3.21 CHARTER OF BHC HERITAGE OAKS HOSPITAL, INC.
 EX-3.22 CERTIFICATE OF INCORPORATION OF BHC HOSPITAL HOLDINGS, INC.
 EX-3.23 CHARTER OF BHC INTERMOUNTAIN HOSPITAL, INC.
 EX-3.24 CHARTER OF BHC LEBANON HOSPITAL, INC., AS AMENDED
 EX-3.25 CERTIFICATE OF INCORPORATION OF BHC MANAGEMENT HOLDINGS, INC.
 EX-3.26 CHARTER OF BHC MILLWOOD HOSPITAL, INC.
 EX-3.27 ARTICLES OF INCORPORATION OF BHC MONTEVISTA HOSPITAL, INC.
 EX-3.28 CHARTER OF BHC OF NORTHERN INDIANA, INC., AS AMENDED
 EX-3.29 CHARTER OF BHC PACIFIC GATEWAY HOSPITAL, INC.
 EX-3.30 ARTICLES OF INCORPORATION OF BHC PACIFIC SHORES HOSPITAL, INC.
 EX-3.31 CHARTER OF BHC PACIFIC VIEW RTC, INC., AS AMENDED
 EX-3.32 CHARTER OF BHC PINNACLE POINTE HOSPITAL, INC.
 EX-3.33 CHARTER OF BHC PROPERTIES, INC.
 EX-3.34 ARTICLES OF INCORPORATION OF BHC ROSS HOSPITAL, INC.
 EX-3.35 CHARTER OF BHC SAN JUAN CAPESTRANO HOSPITAL, INC.
 EX-3.36 CHARTER OF BHC SIERRA VISTA HOSPITAL, INC.
 EX-3.37 CHARTER OF BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.
 EX-3.38 CHARTER OF BHC STREAMWOOD HOSPITAL, INC.
 EX-3.39 CHARTER OF BHC VALLE VISTA HOSPITAL, INC.
 EX-3.40 CHARTER OF BHC VISTA DEL MAR HOSPITAL, INC.
 EX-3.41 ARTICLES OF INCORPORATION OF BHC WINDSOR HOSPITAL, INC.
 EX-3.43 CHARTER OF BRENTWOOD ACQUISITION, INC.
 EX-3.44 CERTIFICATE OF INCORPORATION OF BRENTWOOD ACQUISTION-SHREVEPORT, INC., AS AMENDED
 EX-3.45 ARTICLES OF INCORPORATION OF CANYON RIDGE HOSPITAL, INC.
 EX-3.47 ARTICLES OF INCORPORATION OF COMMUNITY PSYCHIATRIC CENTERS OF TEXAS, INC.
 EX-3.49 ARTICLES OF INCORPORATION OF FORT LAUDERDALE HOSPITAL, INC.
 EX-3.56 CERTIFICATE OF INCORPORATION OF INDIANA PSYCHIATRIC INSTITUTES, INC., AS AMENDED
 EX-3.58 ARTICLES OF INCORPORATION OF LAURELWOOD CENTER, INC.
 EX-3.59 ARTICLES OF INCORPORATION OF MESILLA VALLEY HOSPITAL, INC.
 EX-3.60 ARTICLES OF INCORPORATION OF MESILLA VALLEY MENTAL HEALTH ASSOCIATIONS, INC.
 EX-3.62 CERTIFICATE OF INCORPORATION OF PEAK BEHAVIORAL HEALTH SERVICES, INC., AS AMENDED
 EX-3.63 RESTATED CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS, INC., AS AMENDED
 EX-3.64 CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS OF ALABAMA, INC., AS AMENDED
 EX-3.65 CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC., AS AMENDED
 EX-3.69 ARTICLES OF INCORPORATION OF PSI PRIDE INSTITUTE, INC.
 EX-3.70 PUBLIC RECORDS FILING FOR NEW BUSINESS ENTITY FOR PSI SUMMIT HOSPITAL, INC.
 EX-3.76 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF ARIZONA, INC.
 EX-3.77 CHARTER OF PSYCHIATRIC SOLUTIONS OF LEESBURG, INC.
 EX-3.80 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF SOUTH CAROLINA, INC., AS AMENDED
 EX-3.82 CHARTER OF PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC., AS AMENDED
 EX-3.93 CERTIFICATE OF INCORPORATION OF TUCSON HEALTH SYSTEMS, INC.
 EX-3.94 CERTIFICATE OF INCORPORATION OF WELLSTONE HOLDINGS, INC.
 EX-3.95 CERTIFICATE OF INCORPORATION OF WHISPER RIDGE OF STAUNTON, INC.
 EX-3.96 FORM OF AMENDED AND RESTATED BYLAWS FOR THE CORPORATIONS LISTED IN EXHIBITS 3.5-3.95
 EX-3.97 ARTICLES OF ORGANIZATION OF AHS CUMBERLAND HOSPITAL, LLC
 EX-3.98 CERTIFICATE OF FORMATION OF BHC CANYON RIDGE HOSPITAL, LLC
 EX-3.99 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SREVICES, LLC
 EX-3.100 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF INDIANA, LLC
 EX-3.101 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF KENTUCKY, LLC, AS AMENDED
 EX-3.102 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF LOUISIANA, LLC
 EX-3.103 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC, AS AMENDED
 EX-3.104 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF PENNSYLVANIA, LLC
 EX-3.105 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC, AS AMENDED
 EX-3.106 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF TULSA, LLC
 EX-3.107 CERTIFICATE OF FORMATION OF BHC MESILLA VALLEY HOSPITAL, LLC, AS AMENDED
 EX-3.108 FORM OF CERTIFICATE OF FORMATION FOR BHC NEWCO 2, LLC, THRU BHC NEWCO 10, LLC
 EX-3.109 CERTIFICATE OF FORMATION OF BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
 EX-3.110 CERTIFICATE OF FORMATION OF BHC PHYSICIAN SERVICES OF KENTUCKY, LLC, AS AMENDED
 EX-3.111 CERTIFICATE OF FORMATION OF COLUMBUS HOSPITAL, LLC
 EX-3.112 CERTIFICATE OF FORMATION OF LEBANON HOSPITAL, LLC
 EX-3.113 CERTIFICATE OF FORMATION OF NORTHERN INDIANA HOSPITAL, LLC
 EX-3.114 ARTICLES OF ORGANIZATION OF PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
 EX-3.115 ARTICLES OF ORGANIZATION OF PALMETTO LOWCOUNTRY HEHAVIORAL HEALTH, L.L.C.
 EX-3.116 ARTICLES OF ORGANIZATION OF PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.
 EX-3.117 CERTIFICATE OF FORMATION OF PSI CROSSINGS, LLC
 EX-3.120 CERTIFICATE OF FORMATION OF VALLE VISTA, LLC, AS AMENDED
 EX-3.121 ARTICLES OF ORGANIZATION OF WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC, AS AMENDED
 EX-3.122 CERTIFICATE OF FORMATION OF WILLOW SPRINGS, LLC
 EX-3.123 FORM OF AMENDED AND RESTATED OPERATING AGREEMENT FOR THE LIMITED LIABILITY COMPANIES LISTED IN THE EXHIBITS 3.97-3.122
 EX-3.124 AGREEMENT OF GENERAL PARTNERSHIP OF BHC OF INDIANA, GENERAL PARTNERSHIP
 EX-3.125 AGREEMENT OF GENERAL PARTNERSHIP OF BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
 EX-3.128 AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP, AS AMENDED
 EX-3.129 CERTIFICATE OF LIMITED PARTNERSHIP OF MILLWOOD HOSPITAL, L.P.
 EX-3.130 LIMITED PARTNERSHIP AGREEMENT OF MILLWOOD HOSPITAL, L.P.
 EX-5.1 OPINION OF WALLER LANSDEN DORTCH & DAVIS, PLLC
 EX-8.1 OPINION OF WALLER LANSDEN DORTCH & DAVIS, PLLC
 EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 EX-21.1 LIST OF SUBSIDIARIES
 EX-23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 EX-23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 EX-23.3 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
 EX-23.4 CONSENT OF SELZNICK & COMPANY, LLP, INDEPENDENT AUDITORS
 EX-99.1 FORM OF LETTER OF TRANSMITTAL
 EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
      This prospectus and 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 not to unduly rely on such forward-looking statements when evaluating the information presented in our filings and reports.

i

Table of Contents

      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 integrate and improve the operations of acquired inpatient facilities, including the inpatient facilities acquired in the acquisition of Ardent Behavioral;
 
  •  our ability to maintain favorable and continuing relationships with physicians who use our inpatient facilities;
 
  •  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, reimbursement rates from federal and state health care programs or managed care companies and exposure to claims and legal actions by patients and others;
 
  •  our ability to retain key employees who are instrumental to our successful operations;
 
  •  our ability to ensure confidential information is not inappropriately disclosed and that we are in compliance with federal and state health information privacy standards; and
 
  •  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.
In addition, future trends for pricing, margins, revenues and profitability remain difficult to predict in the industries that we serve.

ii

Table of Contents

SUMMARY
      The following summary highlights information about us and the offering of the registered notes contained elsewhere 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 which 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 “Psychiatric Solutions,” “us,” “we” or “our,” we are describing Psychiatric Solutions, Inc. together with its subsidiaries and other operations after giving pro forma effect to our acquisition of all of the outstanding capital stock of Ardent Behavioral; and
 
  •  when we refer to “Ardent Behavioral,” we are describing Ardent Health Services, Inc. and its subsidiaries that operate the behavioral health care business of Ardent Health Services, Inc.
The Exchange Offer
      On July 6, 2005, we issued in a private placement $220.0 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 this 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 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. 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 the leading provider of inpatient behavioral health care services in the United States. Through our inpatient division, we operate 55 inpatient behavioral health care facilities with approximately 6,400 beds in 27 states. In addition, through our inpatient management contract division, we manage 37 inpatient behavioral health care units for third parties, including a contract to provide mental health case management services to approximately 4,600 children and adults with serious mental illness in the Nashville, Tennessee area, and 7 inpatient behavioral health care facilities for government agencies. 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. We primarily operate in underserved markets that we believe have limited competition and favorable demographic trends.
      Our 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 acute behavioral health problems. Our RTCs provide physician-led, multi-disciplinary treatments that address the overall medical, psychiatric, social and academic needs of the patient.
      We also have an inpatient management contract division that develops, organizes and manages behavioral health care programs within medical/surgical hospitals and manages inpatient behavioral health care facilities for government agencies. We provide our customers with a variety of management options, including (1) clinical and management infrastructure, (2) personnel recruitment, staff orientation and

1

Table of Contents

supervision, (3) corporate consultation and (4) performance improvement plans. Our broad range of services can be customized into individual programs that meet specific facility and community requirements. We are dedicated to providing quality programs with integrity, innovation and flexibility.
      Psychiatric Solutions was incorporated in the State of Delaware in 1988. Our principal executive offices are located at 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067. Our telephone number is (615) 312-5700. Our Internet address is www.psysolutions.com.
Acquisition of Ardent Behavioral
      On July 1, 2005, pursuant to an Amended and Restated Stock Purchase Agreement dated June 30, 2005 by and among us, Ardent Health Services LLC, a Delaware limited liability company, and Ardent Health Services, Inc., a Delaware corporation and wholly-owned subsidiary of Ardent Health Services LLC, we acquired all of the outstanding capital stock of Ardent Behavioral for $500.0 million in cash and the issuance of 1,362,760 shares of our common stock.
      Ardent Behavioral owns and operates, through its subsidiaries, 20 inpatient behavioral health care facilities, with approximately 1,981 inpatient beds in 11 states as of March 31, 2005. We believe that Ardent Behavioral’s inpatient facilities complement our existing facilities as well as expand our network of inpatient facilities into eight new states. In addition, Ardent Behavioral’s inpatient facilities are market leaders in their respective areas, with a majority of the facilities being the sole provider in their respective markets.
Financing Transactions
      In connection with the original note offering and the acquisition of Ardent Behavioral, we amended and restated our existing revolving credit facility and obtained a new senior secured term loan facility, which we refer to collectively in this prospectus as our “new senior secured credit facilities.” Our amended and restated credit facility consists of a $150.0 million senior secured revolving credit facility, $85.0 million of which remained undrawn at July 31, 2005. Our senior secured term facility consists of a $325.0 million senior secured term loan. We financed $500.0 million of the cash purchase price of Ardent Behavioral with borrowings under our new senior secured credit facilities as well as a $150.0 million bridge loan facility that we entered into in connection with the acquisition. We used the proceeds of the original note offering to repay all borrowings under the bridge facility, to repurchase in privately negotiated transactions a portion of our existing 105/8% senior subordinated notes (including the related premium) and to pay related fees and expenses. We refer in this prospectus to the original note offering, the amendment and restatement of our existing credit facility and our new senior secured term loan as the “Financing Transactions.” We refer to the acquisition of Ardent Behavioral and the Financing Transactions as the “Transactions.”

2

Table of Contents

      The following table describes the sources and uses of funds relating to the Transactions assuming a closing date of March 31, 2005:
             
    Amount
     
    (dollars in
    thousands)
Sources of funds:
        
 
73/4% Senior Subordinated Notes
   $ 220,000  
 
Senior secured term facility
     325,000  
 
Amended and restated revolving credit facility
     35,500  
 
Cash on balance sheet
     10,900  
 
Issuance of our common stock
     60,000  
       
   
Total sources
   $ 651,400  
       
Uses of funds:
        
 
Acquisition of Ardent Behavioral (including repayment of borrowings under bridge facility)
   $ 560,000  
 
Repurchase of 105/8% senior subordinated notes (including related premium)
     69,900  
 
Fees and expenses
     21,500  
       
   
Total uses
   $ 651,400  
       
Our Industry
      An estimated 22% of the U.S. adult population and 10% of U.S. children and adolescents suffer from a diagnosable mental disorder in a given year. Based on the 2002 U.S. census, these figures translate to approximately 50 million Americans. In addition, four of the ten leading causes of disability in the United States are mental disorders.
      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. Between 1990 and 1999, nearly 300 inpatient behavioral health care facilities, accounting for over 40% of available beds, were closed. 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, coupled with mental health parity legislation providing for greater access to mental health services and increased demand for our behavioral health care services, has resulted in favorable industry fundamentals. 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 from an average of approximately 2,350 in 2001 to an average of approximately 2,500 in 2002, while the average occupancy rates stabilized at approximately 74% for both 2001 and 2002 after being approximately 69% in 2000. Following a rapid decrease during the early 1990s, inpatient average length of stay stabilized between 9 and 11 days from 1997 to 2003. In 2003, the inpatient average length of stay was 9.8 days. The average inpatient net revenue per day increased from $536 in 2002 to $541 in 2003. The average RTC net revenue per day increased from $288 in 2002 to $312 in 2003 for hospital-based units and from $273 to $319 for freestanding RTC facilities. The average number of admissions for hospital-based RTC units was 191 for 2003. The average number of admissions for freestanding RTC facilities was 197 for 2003. The average occupancy rate for hospital-based RTC units was 73.3% in 2003, with an average length of stay of 174 days in 2003. The average occupancy rate for freestanding RTC facilities was 78.4% in 2003, with an average length of stay of 183 days in 2003.

3

Table of Contents

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 exclusively 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 we believe that the majority of our owned and leased inpatient facilities have the leading market share in their respective service areas. Our relationships and referral networks would be difficult, time- consuming and expensive for new competitors to replicate. 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 twelve months ended March 31, 2005, we received 36% of our revenue from Medicaid, 12% from Medicare, 18% from HMO/ PPO payors, 9% from various managed contracts and 25% from other payors. As we receive Medicaid payments from more than 30 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. Management believes that children and adolescents are a patient class that is less susceptible to reductions in reimbursement rates. For the twelve months ended March 31, 2005, no single inpatient facility represented more than 6% of our revenue.
 
  •  Experienced management team — Our senior management team has an average of over 20 years of experience in the health care industry. Joey A. Jacobs, our Chairman, President and Chief Executive Officer, has over 29 years experience in various capacities in the health care industry. Jack R. Salberg, our Chief Operating Officer, has more than 30 years of operational experience in both profit and non-profit health care sectors. In addition, our senior management team includes talented managers of our divisions, who have extensive experience in all aspects of health care. 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 due to the profitable operation of our business, our low maintenance capital expenditure requirements and through the active management of our working capital. 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, our maintenance capital expenditures have amounted to less than 2% of our revenue. In addition, our accounts receivable management is less

4

Table of Contents

  complex than medical/surgical hospital providers because there are fewer billing codes for inpatient behavioral health care facilities.
Our Business 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 to successfully grow our business and increase 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 of Ardent Behavioral, increased its same-facility revenue by approximately 6.4% and 9.0% for the three months ended March 31, 2005 and the year ended December 31, 2004, respectively, as compared to its revenue for the three months ended March 31, 2004 and the year ended December 31, 2003. Same-facility growth refers to the comparison of the 24 inpatient facilities owned by Psychiatric Solutions, without giving pro forma effect to the acquisition of Ardent Behavioral, during 2004 with the comparable period in 2003. We expect 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 relationships that enhance our presence in local and regional markets;
         — developing formal marketing initiatives and expanding referral networks;
         — continuing to provide high quality service; and
   — expanding our services and developing new services to take advantage of increased demand in select markets where we operate.
  •  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 acute and residential treatment facilities in the United States and the top two providers operate approximately 20% 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.

5

Table of Contents

The Exchange Offer
Old Notes: On July 6, 2005, we sold to the initial purchasers $220,000,000 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 operating 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 of 1933 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 operating 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, $220,000,000 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                     , 2005, unless we extend it.
 
Resales of Registered Notes: We believe that the registered notes issued pursuant to the exchange offer in exchange for the old notes may be offered for resale, resold and otherwise transferred by you without compli-

6

Table of Contents

ance with the registration and prospectus delivery provisions of the Securities Act if:
 
• 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 those 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 —

7

Table of Contents

Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
 
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 U.S. federal income tax purposes. 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: You will not recognize any gain or loss on the exchange of old notes for registered notes. See “The Exchange Offer — Accounting Treatment.”
 
Exchange Agent: Wachovia 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 $220,000,000 aggregate principal amount of 73/4% Senior Subordinated Notes due 2015.
 
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 January 15, 2006.
 
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 December 31, 2004, on a pro forma basis after giving

8

Table of Contents

effect to the Transactions, our non-guarantor subsidiaries would have had revenues of $3.7 million and net income of $0.6 million and, as of March 31, 2005, would have had total assets of $40.7 million and stockholders’ equity of $11.9 million. Each of the subsidiary guarantors also guarantees our new senior secured credit facilities 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 new senior secured credit facilities;
 
• pari passu in right of payment with any existing and future senior subordinated indebtedness, including our 105/8% senior subordinated notes due 2013, which we refer to in this offering memorandum as our “existing senior subordinated notes”; and
 
• senior in right of payment to all of our existing and future subordinated indebtedness.
 
The old guarantees of each subsidiary guarantor are and the registered guarantors 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 new 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 the existing senior subordinated notes; and
 
• senior in right of payment to all of such subsidiary guarantor’s existing and future subordinated indebtedness.
 
As of March 31, 2005, after giving pro forma effect to the Transactions:
 
• we would have had outstanding senior indebtedness of $414.3 million;
 
• the subsidiary guarantors would have guaranteed senior indebtedness of $390.8 million, which would have consisted of guarantees of our term borrowings under the amended and restated credit facility; and
 
• the non-guarantor subsidiaries would have had $29.0 million of liabilities outstanding, including trade payables but excluding intercompany liabilities.
 
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 offering memorandum under “Description of the Registered Notes — Optional Redemption.”

9

Table of Contents

At any time on or after July 15, 2010, we may from time to time redeem all or a portion of the notes at the redemption prices specified in this offering memorandum 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 original 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 thereof, plus accrued and unpaid interest, if any, to the redemption date; provided that at least 65% of the original 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, 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 and Exchange Notes The 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 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 notes and, if issued, the exchange notes will develop or be maintained. The notes will be eligible for trading on the PORTAL Market.
 
Use of Proceeds We used the net proceeds from the original note offering to (i) repay all borrowings under the bridge facility in connection with our acquisition of Ardent Behavioral, (ii) repurchase in privately negotiated transactions a portion of our existing 105/8 Senior Subordinated Notes (including the related premium), and (iii) pay related fees and expenses. See “Use of Proceeds.”
      For a discussion of certain risks that should be considered in connection with an investment in the notes, see “Risk Factors.”

10

Table of Contents

Summary Unaudited Pro Forma Condensed Combined Financial and Operating Data
      The following table sets forth a summary of unaudited pro forma condensed combined financial and operating data for Psychiatric Solutions, Inc., giving effect to the acquisitions of Ardent Behavioral, Heartland Healthcare (“Heartland”), Brentwood Behavioral Health (“Brentwood”) and other non-significant acquisitions during the fiscal year ended December 31, 2004 and the Financing Transactions as if they had occurred on the dates indicated and after giving effect to certain pro forma adjustments described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The pro forma condensed combined balance sheet data as of March 31, 2005 has been derived from Psychiatric Solutions’ and Ardent Behavioral’s historical balance sheets, adjusted to give effect to these acquisitions and the Financing Transactions as if they occurred on March 31, 2005.
      The adjustments necessary to fairly present the unaudited pro forma condensed combined financial data 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 accompanying notes, 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 associated with the Ardent Behavioral acquisition cannot be made prior to the completion of this prospectus. A final determination of these fair values will be conducted by Psychiatric Solutions’ independent valuation specialists. The consideration of this valuation will most likely result in a change in the value assigned to the fixed and intangible assets acquired from Ardent Behavioral.
      The unaudited pro forma condensed combined financial and operating data is for comparative purposes only and does 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 and operating data are only a summary and should be read in conjunction with the “Selected Consolidated Financial and Operating Data — Psychiatric Solutions,” “Selected Consolidated Financial and Operating Data — Ardent Behavioral,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Psychiatric Solutions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Ardent Behavioral” included elsewhere in this prospectus and the “Unaudited Pro Forma Condensed Combined Financial Information” and combined financial statements and the notes thereto of Ardent Behavioral and Psychiatric Solutions incorporated by reference in this prospectus.
                     
        Three Months
    Year Ended   Ended
    December 31,   March 31,
    2004   2005
         
    (dollars in thousands, except
    ratios and operating data)
Income Statement Data:
                
Revenue
   $ 827,096     $ 218,638  
Expenses:
                
 
Salaries, wages and employee benefits
     456,150       120,954  
 
Other operating expenses(1)
     239,543       59,592  
 
Provision for doubtful accounts
     20,214       5,221  
 
Depreciation and amortization
     15,345       4,013  
 
Interest expense
     51,444       11,460  
 
Other expenses(2)
     6,407       6,990  
             
   
Total expenses
     789,103       208,230  
             

11

Table of Contents

                   
        Three Months
    Year Ended   Ended
    December 31,   March 31,
    2004   2005
         
    (dollars in thousands, except
    ratios and operating data)
Income from continuing operations before income taxes
     37,993       10,408  
Provision for income taxes
     14,437       4,059  
             
Income from continuing operations
   $ 23,556     $ 6,349  
             
Balance Sheet Data (End of Period):
                
Cash and cash equivalents   $ 5,954  
Working capital     73,081  
Property and equipment, net     370,137  
Total assets     1,103,302  
Total debt     673,161  
Stockholders’ equity     296,463  
Other Financial Data:
                
Capital expenditures
   $ 27,673     $ 6,564  
Operating Data:
                
Number of facilities:
                
 
Owned
     47       47  
 
Leased
     7       7  
Number of beds
     6,330       6,340  
Admissions
     86,646       24,818  
Patient days
     1,510,909       414,067  
Average length of stay
     17       17  
 
(1)  Other operating expenses include other professional fees, rentals and leases expense and other operating expenses. Rent expense was $13,366 and $3,146 for the year ended December 31, 2004 and the three months ended March 31, 2005, respectively.
 
(2)  Other expenses include: (a) for the year ended December 31, 2004, a loss of $6,407 on refinancing long-term debt and (b) for the three months ended March 31, 2005, a loss of $6,990 on refinancing of long-term debt.

12

Table of Contents

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, 2002, 2003 and 2004 and each of the three months ended March 31, 2004 and 2005. The summary historical financial data as of and for each of the years ended December 31, 2002, 2003 and 2004 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, 2004 and 2005 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, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Psychiatric Solutions” included elsewhere in this prospectus and Psychiatric Solutions’ consolidated financial statements and notes thereto incorporated by reference in this prospectus.
                                             
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
    (dollars in thousands, except operating data)
Income Statement Data:
                                        
Revenue
   $ 113,912     $ 284,946     $ 487,190     $ 103,430     $ 138,730  
 
Costs and expenses:
                                        
 
Salaries, wages and employee benefits(1)
     62,326       147,069       265,678       55,707       76,367  
 
Other operating expenses(2)
     35,716       96,735       147,947       32,554       40,825  
 
Provision for bad debts
     3,681       6,315       10,874       2,027       2,668  
 
Depreciation and amortization
     1,770       5,734       9,868       2,107       2,902  
 
Interest expense
     5,564       14,781       18,964       4,456       3,523  
 
Other expenses(3)
     178       5,271       6,407       6,407       6,990  
                               
   
Total costs and expenses
     109,235       275,905       459,738       103,258       133,275  
                               
Income from continuing operations before income taxes
   $ 4,677     $ 9,041     $ 27,452     $ 172     $ 5,455  
                               
Net income (loss)
   $ 5,684     $ 5,216     $ 16,801     $ (37 )   $ 3,328  
                               
Balance Sheet Data (End of Period):
                                        
Cash and cash equivalents
   $ 2,392     $ 44,954     $ 33,255     $ 34,274     $ 14,500  
Working capital
     2,369       67,153       39,890       52,749       43,784  
Property and equipment, net
     33,547       149,589       218,231       175,690       220,762  
Total assets
     90,138       347,658       497,846       370,784       484,469  
Total debt
     43,822       175,003       174,336       191,916       153,961  
Series A convertible preferred stock
     —       25,316       —       25,617       —  
Total stockholders’ equity
     30,549       91,328       244,515       90,966       248,583  
Other Financial Data:
                                        
Capital expenditures
   $ 1,470     $ 5,755     $ 17,216     $ 3,055     $ 5,255  
Net cash provided by continuing operating activities
     8,922       18,328       39,857       14,721       13,338  

13

Table of Contents

                                           
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
    (dollars in thousands, except operating data)
Operating Data:
                                        
Number of facilities
     5       24       34       26       34  
 
Owned
     5       20       27       22       27  
 
Leased
     —       4       7       4       7  
Number of licensed beds
     699       3,128       4,337       3,439       4,359  
Admissions
     14,737       26,278       49,484       10,231       14,836  
Patient days
     145,575       525,055       996,840       211,563       277,527  
Average length of stay
     10       20       20       21       19  
 
(1)  Salaries, wages and employee benefits expense includes for the year ended December 31, 2002, expense of $118 for options granted in 2002 with exercise prices below market value.
 
(2)  Other operating expenses include professional fees, rentals and leases expense and other operating expenses. Rent expense was $870, $4,043, $9,019, $1,767 and $2,340 for each of the years ended December 31, 2002, 2003 and 2004, and the three months ended March 31, 2004 and 2005, respectively.
 
(3)  Other expenses include: (a) for the year ended December 31, 2002, expense of $92 for additional reserves on stockholder notes 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 three months ended March 31, 2004 and the year ended December 31, 2004, a loss of $6,407 on refinancing long-term debt; and (d) for the three months ended March 31, 2005, a loss of $6,990 on refinancing of long-term debt.

14

Table of Contents

Ardent Behavioral
      The following table sets forth summary historical financial and operating data of Ardent Behavioral for, or as of the end of, each of the years ended December 31, 2002, 2003 and 2004 and each of the three months ended March 31, 2004 and 2005. The summary historical financial data as of and for each of the years ended December 31, 2002, 2003 and 2004 were derived from the audited combined financial statements of Ardent Behavioral incorporated by reference in this prospectus. The summary historical financial data as of and for the three months ended March 31, 2004 and 2005 were derived from the unaudited condensed combined financial statements of Ardent Behavioral incorporated by reference in this prospectus. These unaudited condensed combined 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, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Ardent Behavioral” included elsewhere in this prospectus and the combined financial statements of Ardent Behavioral incorporated by reference in this prospectus.
                                             
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
    (dollars in thousands)
Income Statement Data:
                                        
Revenue
   $ 241,909     $ 267,568     $ 294,282     $ 73,134     $ 79,908  
 
Costs and expenses:
                                        
 
Salaries and benefits
     134,340       148,392       167,926       41,294       44,447  
 
Other operating expenses(1)
     65,646       68,469       74,606       18,210       18,298  
 
Provision for doubtful accounts
     5,990       6,227       7,245       2,080       2,553  
 
Depreciation and amortization
     2,203       2,501       3,664       619       1,199  
 
Interest, net
     8,481       4,940       2,854       1,749       (932 )
 
Other expenses(2)
     17,243       11,637       16,483       4,259       3,192  
                               
   
Total expenses
     233,903       242,166       272,778       68,211       68,757  
                               
Income from continuing operations before income taxes
   $ 8,006     $ 25,402     $ 21,504     $ 4,923     $ 11,151  
                               
Net income
   $ 7,814     $ 18,266     $ 15,739     $ 3,101     $ 7,058  
                               
Balance Sheet Data (End of Period):
                                        
Cash and cash equivalents
     —     $ 1,822     $ 2,671       —       2,354  
Working capital
     —       29,407       31,900       —       35,953  
Property and equipment, net
     —       76,562       83,355       —       83,465  
Total assets
     —       210,814       234,291       —       242,473  
Total debt
     —       —       —               —  
Total equity
     —       171,216       191,071       —       198,129  
Other Financial Data:
                                        
Capital expenditures
   $ 6,425     $ 8,528     $ 10,457     $ 814     $ 1,309  
Net cash provided by (used in) continuing operating activities
     13,737       22,050       18,065       (468 )     5,512  

15

Table of Contents

                                           
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
Operating Data:
                                        
Number of facilities
     19       20       20       20       20  
 
Owned
     19       20       20       20       20  
 
Leased
     —       —       —       —       —  
Number of licensed beds
     1,840       1,986       1,993       1,993       1,981  
Admissions
     31,456       33,474       37,162       9,497       9,982  
Patient days
     455,828       481,317       514,069       126,872       136,540  
Average length of stay
     14       14       14       13       14  
 
(1)  Other operating expenses include professional fees, supplies expense, rent expense and other operating expenses. Rent expense was $3,229, $3,502, $3,564, $881 and $775 for each of the years ended December 31, 2002, 2003 and 2004 and the three months ended March 31, 2004 and 2005, respectively.
 
(2)  Other expenses include: (a) for the year ended December 31, 2002, impairment of long-lived assets and restructuring costs of $78; (b) for the years ended December 31, 2002 and 2003, a gain on divestitures of $1,208 and $618, respectively; (c) for the three months ended March 31, 2004 and 2005 and the years ended December 31, 2002, 2003 and 2004, management fees paid to Ardent of $4,259, $3,192, $18,373, $12,255 and $16,483, respectively.

16

Table of Contents

RISK FACTORS
      You should consider carefully each of the following risks and all other information contained and incorporated by reference in this prospectus before deciding to invest in the notes.
Risks Related to Us and Our Business
If we fail to comply with extensive laws and government regulations, we could suffer penalties or be required to make significant changes to our operations.
      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 anti-kickback provision of the Social Security Act (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 (the “OIG”) of the Department of Health and Human Services (“HHS”) 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.
      In order to comply with the Stark Law, our financial relationships with physicians and their immediate family members must meet an exception. Psychiatric Solutions has historically structured its financial arrangements with physicians to comply with the statutory exceptions included in the Stark Law and subsequent regulations. However, future Stark Law regulations may interpret provisions of this law in a manner different from the manner in which we have interpreted them. We cannot predict the effect such future regulations will have on us.
      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 (including the loss of our licenses to operate one or more inpatient facilities), 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 many of these laws and regulations are relatively new, we do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations. In the future, different

17

Table of Contents

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 regulations at the federal or state level will be adopted.
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 Accountability Act of 1996 (“HIPAA”) require our facilities to comply with standards to protect the privacy, security, and integrity of health care information. These regulations have imposed extensive new administrative requirements, new 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 new rights with respect to their health information. Compliance with these regulations requires substantial expenditures, which could negatively impact our financial results. 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. All health care providers, including our inpatient facilities, will be required to obtain a new National Provider Identifier (“NPI”) to be used in standard transactions instead of other numerical identifiers beginning no later than May 23, 2007. We cannot predict whether our inpatient facilities will experience payment delays during the transition to the new identifier.
      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. Since 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 which may result from the violation of the regulations.
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;
 
  •  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

18

Table of Contents

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 deductibles common in the industry. Psychiatric Solutions has professional and general liability insurance in umbrella form for claims in excess of $2 million with an insured limit of $35 million for all of its inpatient facilities. Our 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. Our 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 established a captive insurance company to manage this additional self-insured retention. 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.
If federal or state health care programs or managed care companies reduce reimbursement rates for services provided, revenues may decline.
      A large portion of our revenue comes from the Medicare and Medicaid programs. 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.
      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 (“CMS”) announced final regulations adopting a prospective payment system 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 will begin to phase in over a three-year period a prospective payment system which will pay 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 which will guarantee 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 will be adjusted by factors that influence the cost of an individual patient’s care, such as each patient’s 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 will be 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

19

Table of Contents

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 will be adjusted to reflect geographic differences in wages and will allow additional outlier payments for expenses associated with extraordinary cases. Additionally, rural providers will receive an increased payment adjustment. Medicare will pay this per diem amount, as adjusted, regardless of whether it is more or less than a hospital’s actual costs. The per diem will 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.
      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.
If competition decreases the ability to acquire additional inpatient facilities on favorable terms, we may be unable to execute our acquisition strategy.
      Competition among hospitals and other health care providers in the United States has intensified in recent years due to cost containment pressures, changing technology, changes in government regulation and reimbursement, changes in practice patterns (such as shifting from inpatient to outpatient treatments), the impact of managed care organizations and other factors. 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, more experienced 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.
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 Ardent Behavioral, we incurred significant additional indebtedness to finance the $500 million cash portion of the purchase price. 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.
      We acquired 19 inpatient facilities in 2003 and acquired 10 inpatient facilities in 2004. In addition, we acquired all of the capital stock of Ardent Behavioral on July 1, 2005. Ardent Behavioral owns and operates, through its subsidiaries, 20 inpatient behavioral health care facilities.
      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;

20

Table of Contents

  •  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, any existing hospital or other acquired inpatient facility, effectively integrate the operations of any acquisitions 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 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 who use our inpatient facilities.
      Our business depends upon the efforts and success of the physicians who provide health care services at our inpatient facilities and the strength of the relationships with these physicians.
      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 a wealth of experience in all aspects of health care. We have entered into employment agreements with Joey A. Jacobs, Chief Executive Officer, and Jack Salberg, Chief Operating Officer, each of which include non-competition and non-solicitation provisions. Key man life insurance policies are not maintained on any member of senior management other than Mr. Jacobs. 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.

21

Table of Contents

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 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, 2005, our total consolidated indebtedness, after giving pro forma effect to the Transactions, was approximately $673.2 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.

22

Table of Contents

      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.
Covenant restrictions under our new senior secured credit facilities and the indenture governing the notes may limit our ability to operate our business.
      Our new 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 new 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 the new 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 the new senior secured credit facilities and any resulting acceleration thereunder may result in a default under the indenture governing the notes. If an event of default under our new 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.
Our business and financial results depend on our ability to generate sufficient cash flows 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 flows from operations or that future borrowings will be available to us under our the new 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.

23

Table of Contents

      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 new 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, 2005, on a pro forma basis after giving effect to the Transactions, the notes would have been subordinated to approximately $414.3 million of senior indebtedness. In connection with the Financing Transactions, we entered into new senior secured credit facilities which are comprised of a senior secured term loan facility of $325.0 million and a revolving credit facility of $150.0 million, $65.0 million of which was outstanding at July 31, 2005. In addition, the indenture governing the notes and our new 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 new 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

24

Table of Contents

  •  was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or
 
  •  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, the indenture governing the notes will require us 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 new 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 new 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 sale 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 offering is completed. However, the initial purchasers are not obligated to do so 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.

25

Table of Contents

ACQUISITION OF ARDENT BEHAVIORAL
      On July 1, 2005, pursuant to an Amended and Restated Stock Purchase Agreement dated June 30, 2005 by and among us, Ardent Health Services LLC, a Delaware limited liability company, and Ardent Behavioral, we acquired all of the outstanding capital stock of Ardent Behavioral for $500.0 million in cash and the issuance of 1,362,760 shares of our common stock.
      Ardent Behavioral owns and operates, indirectly through its subsidiaries, 20 inpatient behavioral health care facilities, with approximately 1,981 inpatient beds in 11 states. We believe that Ardent Behavioral’s inpatient facilities complement our existing facility network as well as expand our network of inpatient facilities into eight new states. In addition, Ardent Behavioral’s inpatient facilities are market leaders in their respective areas, with a majority of the inpatient facilities being the sole providers in their market.

26

Table of Contents

THE EXCHANGE OFFER
Purpose and Effect; Registration Rights
      We sold the old notes on July 6, 2005 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 “The Exchange Offer — 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 filed as an exhibit to the registration statement that includes this prospectus.
Terms of the Exchange Offer
      We are offering to exchange $220,000,000 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 — Book-Entry, Delivery and Form;” 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.

27

Table of Contents

      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 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                          , 2005, 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

28

Table of Contents

  •  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.
      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, or
 
  •  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 Securities Exchange Act.

29

Table of Contents

      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.
      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

30

Table of Contents

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.
      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 new 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.

31

Table of Contents

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;
 
  •  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.

32

Table of Contents

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 Securities 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 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.
Exchange Agent
      Wachovia 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:
  Wachovia Bank, National Association
  NC 5780
  2525 West End Avenue, Suite 1200
  Nashville, TN 37203
  Attention: Corporate Trust Administration
  Telecopier No.: (615) 341-3927
      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.

33

Table of Contents

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;
 
  •  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 June 30, 2005, 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.

34

Table of Contents

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 $215.0 million from the sale of the old notes to (i) repay all borrowings under the $150.0 million bridge facility that we entered into to finance a portion of the purchase price to acquire all of the outstanding capital stock of Ardent Behavioral and (ii) repurchase in privately negotiated transactions approximately $61.3 million principal amount of our existing 105/8% senior subordinated notes and pay the related premium. We used the remainder of the net proceeds for working capital and to pay fees and expenses relating to the Financing Transactions.

35

Table of Contents

CAPITALIZATION
      The following table sets forth the cash and cash equivalents and our consolidated capitalization as of March 31, 2005 on an actual basis, as adjusted 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,” “Selected Consolidated Historical Financial and Operating Data — Psychiatric Solutions,” “Selected Consolidated Historical Financial and Operating Data — Ardent Behavioral” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
                     
    As of March 31, 2005
     
        As Adjusted for
        the Acquisition of
        Ardent Behavioral
        and the Financing
    Actual   Transactions
         
    (Unaudited)
    (dollars in thousands)
Cash and cash equivalents
   $ 14,500     $ 5,954  
             
Debt:
                
 
Amended and restated revolving credit facility due 2009(1)
   $ 30,000     $ 65,500  
 
Senior secured term facility
     —       325,000  
 
Mortgage loans due 2037 and 2038(2)
     23,554       23,554  
 
Capital lease obligations
     263       263  
 
105/8% senior subordinated notes
     100,000       38,700  
 
73/4% senior subordinated notes offered hereby
     —       220,000  
 
Subordinated seller notes with varying maturities
     144       144  
             
   
Total debt
     153,961       673,161  
Common stockholders’ equity
     248,583       296,463  
             
 
Total capitalization
   $ 402,544     $ 969,624  
             
 
(1)  In connection with the original note offering, we amended and restated our existing credit facility. Our amended and restated credit facility is comprised of a $150.0 million senior secured revolver, $85.0 million of which remained undrawn at July 31, 2005.
 
(2)  The mortgage loans insured by the U.S. Department of Housing and Urban Development (“HUD”) are secured by real estate located at Holly Hill Hospital in Raleigh, North Carolina, West Oaks Hospital in Houston, Texas and Riveredge Hospital near Chicago, Illinois. Interest accrues on the Holly Hill, the West Oaks and the Riveredge HUD loans at 5.95%, 5.85% and 5.65% and principal and interest are payable in 420 monthly installments through December 2037, September 2038 and December 2038, respectively.

36

Table of Contents

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, 2000, 2001, 2002, 2003 and 2004 and the three months ended March 31, 2004 and 2005. The selected historical financial data as of and for each of the years ended December 31, 2000, 2001, 2002, 2003 and 2004 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, 2004 and 2005 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, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. You should read this table in conjunction with Psychiatric Solutions’ consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
                                                             
        Three Months Ended
    Year Ended December 31,   March 31,
         
    2000   2001   2002   2003   2004   2004   2005
                             
    (dollars in thousands)
Income Statement Data:
                                                        
Revenue
   $ 23,502     $ 43,999     $ 113,912     $ 284,946     $ 487,190     $ 103,430     $ 138,730  
Costs and expenses:
                                                        
 
Salaries, wages and employee benefits
     15,257       26,183       62,326       147,069       265,678       55,707       76,367  
 
Other operating expenses(1)
     5,826       11,322       35,716       96,735       147,947       32,554       40,825  
 
Provisions for bad debts
     467       662       3,681       6,315       10,874       2,027       2,668  
 
Depreciation and amortization
     757       945       1,770       5,734       9,868       2,107       2,902  
 
Interest expense
     1,723       2,660       5,564       14,781       18,964       4,456       3,523  
 
Other expenses(2)
     —       1,237       178       5,271       6,407       6,407       6,990  
                                           
   
Total costs and expenses
     24,030       43,009       109,235       275,905       459,738       103,258       133,275  
                                           
Income from continuing operations before income taxes
     (528 )     990       4,677       9,041       27,452       172       5,455  
Provision for (benefit from) income taxes
     —       —       (1,007 )     3,800       10,432       65       2,127  
                                           
Income from continuing operations
   $ (528 )   $ 990     $ 5,684     $ 5,241     $ 17,020     $ 107     $ 3,328  
                                           
Net income (loss)
   $ (1,916 )   $ 2,578     $ 5,684     $ 5,216     $ 16,801     $ (37 )   $ 3,328  
                                           
Basic earnings (loss) per share from continuing operations
   $ (0.11 )   $ 0.20     $ 0.93     $ 0.53     $ 1.12     $ (0.02 )   $ 0.16  
                                           
Basic earnings (loss) per share
   $ (0.40 )   $ 0.51     $ 0.93     $ 0.53     $ 1.11     $ (0.03 )   $ 0.16  
                                           
Shares used in computing basic earnings (loss) per share
     4,817       5,010       6,111       8,370       14,570       11,958       20,482  
Diluted earnings (loss) per share from continuing operations
   $ (0.11 )   $ 0.19     $ 0.86     $ 0.44     $ 0.97     $ (0.02 )   $ 0.16  
                                           
Diluted earnings (loss) per share
   $ (0.40 )   $ 0.49     $ 0.86     $ 0.44     $ 0.96     $ (0.03 )   $ 0.16  
                                           
Shares used in computing diluted earnings (loss) per share
     4,817       5,309       6,986       11,749       17,573       11,958       21,173  
Balance Sheet Data (End of Period):
                                                        
Cash and cash equivalents
   $ 336     $ 1,262     $ 2,392     $ 44,954     $ 33,255     $ 34,274     $ 14,500  
Working capital
     (4,571 )     (3,624 )     2,369       67,153       39,890       52,749       43,784  
Property and equipment, net
     308       17,980       33,547       149,589       218,231       175,690       220,762  
Total assets
     26,356       54,294       90,138       347,658       497,846       370,784       484,469  
Total debt
     16,641       36,338       43,822       175,003       174,336       191,916       153,961  
Series A convertible preferred stock
     —       —       —       25,316       —       25,617       —  
Total stockholders’ equity
     6,235       9,238       30,549       91,328       244,515       90,966       248,583  
Other Financial Data:
                                                        
Capital expenditures
   $ 106     $ 116     $ 1,470     $ 5,755     $ 17,216     $ 3,055     $ 5,255  
Net cash provided by (used in) continuing operating activities
     (177 )     6,791       8,922       18,328       39,857       14,721       13,338  
Ratio of earnings to fixed charges(3)
     —       1.36 x     1.81 x     1.57 x     2.29 x     1.04 x     2.33 x

37

Table of Contents

                                                           
        Three Months Ended
    Year Ended December 31,   March 31,
         
    2000   2001   2002   2003   2004   2004   2005
                             
    (dollars in thousands)
Operating Data:
                                                        
Number of facilities:
     —       4       5       24       34       26       34  
 
Owned
     —       4       5       20       27       22       27  
 
Leased
     —       —       —       4       7       4       7  
Number of licensed beds
     —       489       699       3,128       4,337       3,439       4,359  
Admissions
     —       3,027       14,737       26,278       49,484       10,231       14,836  
Patient days
     —       30,511       145,575       525,055       996,840       211,563       277,527  
Average length of stay
     —       10       10       20       20       21       19  
 
(1)  Other operating expenses include professional fees, rentals and leases and other operating expenses. Rent expense was $376, $328, $870, $4,043, $9,019, $1,767 and $2,340 for each of the years ended December 31, 2000, 2001, 2002, 2003 and 2004, and for the three months ended March 31, 2004 and 2005, respectively.
 
(2)  Other expenses include: (a) for the year ended December 31, 2001, loss from retirement of debt of $1,237; (b) 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; (c) 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; (d) for the three months ended March 31, 2004 and the year ended December 31, 2004, a loss of $6,407 on refinancing long-term debt; and (e) for the three months ended March 31, 2005, a loss of $6,990 on refinancing of long-term debt.
 
(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. Our earnings were insufficient to cover our fixed charges by $0.5 million for the year ended December 31, 2000.

38

Table of Contents

Ardent Behavioral
      The following table sets forth selected historical financial and operating data of Ardent Behavioral for each of the years ended December 31, 2002, 2003 and 2004, and for, or as of the end of, the three months ended March 31, 2004 and 2005. The selected historical financial data as of and for each of the years ended December 31, 2002, 2003 and 2004 were derived from the audited combined financial statements of Ardent Behavioral. The selected historical financial data as of and for each of the three months ended March 31, 2004 and 2005 were derived from the unaudited condensed combined financial statements of Ardent Behavioral. These unaudited condensed combined 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, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. You should read this table in conjunction with Ardent Behavioral’s combined financial statements and notes thereto incorporated by reference in this prospectus.
                                             
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
    (dollars in thousands)
Income Statement Data:
                                        
Revenue
   $ 241,909     $ 267,568     $ 294,282     $ 73,134     $ 79,908  
 
Costs and expenses:
                                        
 
Salaries and benefits
     134,340       148,392       167,926       41,294       44,447  
 
Other operating expenses(1)
     65,646       68,469       74,606       18,210       18,298  
 
Provision for doubtful accounts
     5,990       6,227       7,245       2,080       2,553  
 
Depreciation and amortization
     2,203       2,501       3,664       619       1,199  
 
Interest, net
     8,481       4,940       2,854       1,749       (932 )
 
Other expenses(2)
     17,243       11,637       16,483       4,259       3,192  
                               
   
Total expenses
     233,903       242,166       272,778       68,211       68,757  
                               
Income from continuing operations before income taxes
   $ 8,006     $ 25,402     $ 21,504     $ 4,923     $ 11,151  
                               
Net income
   $ 7,814     $ 18,266     $ 15,739     $ 3,101     $ 7,058  
                               
Balance Sheet Data (End of Period):
                                        
Cash and cash equivalents
     —     $ 1,822     $ 2,671       —     $ 2,354  
Working capital
     —       29,407       31,900       —       35,953  
Property and equipment, net
     —       76,562       83,355       —       83,465  
Total assets
     —       210,814       234,291       —       242,473  
Total debt
     —       —       —       —       —  
Total equity
     —       171,216       191,071       —       198,129  
Other Financial Data:
                                        
Capital expenditures
   $ 6,425     $ 8,528     $ 10,457     $ 814     $ 1,309  
Net cash provided by (used in) continuing operating activities
     13,737       22,050       18,065       (468 )     5,512  
Operating Data:
                                        
Number of facilities
     19       20       20       20       20  
 
Owned
     19       20       20       20       20  
 
Leased
     —       —       —       —       —  
Number of licensed beds
     1,840       1,986       1,993       1,993       1,981  

39

Table of Contents

                                         
        Three Months
    Year Ended December 31,   Ended March 31,
         
    2002   2003   2004   2004   2005
                     
    (dollars in thousands)
Admissions
     31,456       33,474       37,162       9,497       9,982  
Patient days
     455,828       481,317       514,069       126,872       136,540  
Average length of stay
     14       14       14       13       14  
 
(1)  Other operating expenses include professional fees, supplies expense, rent expense and other operating expenses. Rent expense was $3,229, $3,502, $3,564, $881 and $775 for each of the years ended December 31, 2002, 2003 and 2004 and for each of the three months ended March 31, 2004 and 2005, respectively.
 
(2)  Other expenses include: (a) for the year ended December 31, 2002 impairment of long-lived assets and restructuring costs of $78; (b) for the years ended December 31, 2002 and 2003, a gain on divestitures of $1,208 and $618, respectively; (c) for the three months ended March 31, 2004 and 2005 and the years ended December 31, 2002, 2003 and 2004, management fees paid to Ardent of $4,259, $3,192, $18,373, $12,255 and $16,483, respectively.

40

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
      We are the leading provider of inpatient behavioral health care services in the United States. Through our inpatient division, we operate 55 inpatient behavioral health care facilities with approximately 6,400 beds in 27 states. In addition, through our inpatient management contract division, we manage 37 inpatient behavioral health care units for third parties, including a contract to provide mental health case management services to approximately 4,600 children and adults with serious mental illness in the Nashville, Tennessee area, and 7 inpatient behavioral health care facilities for government agencies. 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. We primarily operate in underserved markets that we believe have limited competition and favorable demographic trends.
Sources of Revenue
Patient Service Revenue
      Patient service revenue is generated by our inpatient facilities as a result of services provided to patients on an inpatient and outpatient basis within the inpatient behavioral health care facility setting. Patient service revenue is reported on an accrual basis in the period in which services are rendered, at established rates, regardless of whether collection in full is expected. Patient service revenue includes amounts estimated by management to be reimbursable by Medicare and Medicaid under provisions of cost or prospective reimbursement formulas in effect. Amounts received are generally less than the established billing rates of the inpatient facilities and the differences are reported as deductions from patient service revenue at the time the service is rendered. For the three months ended March 31, 2005, patient service revenue comprised approximately 88% of our total revenue.
Management Fee Revenue
      Management contract revenue is earned by our inpatient management contract division. The inpatient management contract division receives contractually determined management fees from hospitals and clinics for providing psychiatric unit management and development services as well as management fees for managing inpatient behavioral health care facilities for government agencies. For the three months ended March 31, 2005, management contract revenue comprised approximately 12% of our total revenue.

41

Table of Contents

Results of Operations
Psychiatric Solutions
      In this section, the word “PSI” refers only to Psychiatric Solutions, Inc. together with its subsidiaries without giving pro forma effect to the acquisition of Ardent Behavioral.
                                                                                 
    Three Months Ended March 31,   For the Year Ended December 31,
         
    2005   2004   2004   2003   2002
                     
    Amount   %   Amount   %   Amount   %   Amount   %   Amount   %
                                         
    (dollars in thousands)
Revenue
   $ 138,730       100.0 %   $ 103,430       100.0 %   $ 487,190       100.0 %   $ 284,946       100.0 %   $ 113,912       100.0 %
Salaries, wages, and employee benefits
     76,367       55.1 %     55,707       53.8 %     265,678       54.6 %     147,069       51.6 %     62,326       54.7 %
Professional fees
     14,256       10.3 %     11,691       11.3 %     53,258       10.9 %     32,466       11.4 %     14,373       12.6 %
Supplies
     8,584       6.2 %     6,580       6.4 %     31,139       6.4 %     16,371       5.8 %     5,325       4.7 %
Provision for bad debts
     2,668       1.9 %     2,027       2.0 %     10,874       2.2 %     6,315       2.2 %     3,681       3.2 %
Other operating expenses
     17,985       13.0 %     14,283       13.8 %     63,550       13.1 %     47,898       16.8 %     16,018       14.1 %
Depreciation and amortization
     2,902       2.1 %     2,107       2.0 %     9,868       2.0 %     5,734       2.0 %     1,770       1.5 %
Interest expense, net
     3,523       2.5 %     4,456       4.3 %     18,964       3.9 %     14,781       5.2 %     5,564       4.9 %
Other expenses:
                                                                                
Loss on refinancing long-term debt
     6,990       5.0 %     6,407       6.2 %     6,407       1.3 %     4,856       1.7 %     86       0.1 %
Change in valuation of put warrants
     —       0.0 %     —       0.0 %     —       0.0 %     960       0.3 %     —       0.0 %
Change in reserve on stockholder notes
     —       0.0 %     —       0.0 %     —       0.0 %     (545 )     (0.2 )%     92       0.1 %
                                                             
Income from continuing operations before income taxes
     5,455       3.9 %     172       0.2 %     27,452       5.6 %     9,041       3.2 %     4,677       4.1 %
Provision for (benefit from) income taxes
     2,127       1.5 %     65       0.1 %     10,432       2.1 %     3,800       1.4 %     (1,007 )     (0.9 )%
                                                             
Income from continuing operations
   $ 3,328       2.4 %   $ 107       0.1 %   $ 17,020       3.5 %   $ 5,241       1.8 %   $ 5,684       5.0 %
                                                             
Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004
      Revenue. Revenue from continuing operations was $138.7 million for the three months ended March 31, 2005 compared to $103.4 million for the three months ended March 31, 2004, an increase of $35.3 million or 34.1%. Revenue from PSI’s owned and leased inpatient facilities segment accounted for $121.7 million of the 2005 results compared to $86.6 million of the 2004 results, an increase of $35.1 million or 40.6%. The increase in revenues from the Company’s owned and leased inpatient facilities segment relates primarily to revenue generated by facilities acquired in 2004. Acquisitions accounted for the following increases in revenue during 2005 as compared to 2004: $5.8 million for Brentwood Behavioral Health (“Brentwood”), $12.9 million for Heartland and $10.9 million for other acquisitions during 2004. The remainder of the increase in revenues from owned and leased inpatient facilities is primarily attributable to same-facility growth in patient days of 5.4%. Revenue from PSI’s inpatient management contracts segment accounted for $17.0 million of the 2005 results compared to $16.9 million of the 2004 results.
      Salaries, wages and employee benefits. Salaries, wages and employee benefits (“SWB”) expense was $76.4 million for the three months ended March 31, 2005, or 55.1% of PSI’s total revenue, compared to $55.7 million for the three months ended March 31, 2004, or 53.8% of PSI’s total revenue. SWB expense for PSI’s owned and leased inpatient facilities segment was $66.0 million in 2005, or 54.2% of segment revenue. Same-facility SWB expense for the Company’s owned and leased inpatient facilities segment was $49.9 million in 2005, or 54.2% of segment revenue, compared to $46.4 million in 2004, or 53.6% of

42

Table of Contents

segment revenue. This increase in SWB expense as a percent of segment revenue was primarily the result of the hiring of additional employees to replace tasks formerly performed on a contract basis. Contract labor costs, included in professional fees in PSI’s condensed consolidated statement of income, were 1.9% of segment revenue on a same-facility basis in 2005 compared to 3.2% of segment revenue in 2004. SWB expense for the Company’s inpatient management contracts segment was $7.6 million in 2005 compared to $7.5 million in 2004. SWB expense for PSI’s corporate office was $2.8 million for 2005 compared to $1.7 million for 2004 as the result of the hiring of additional staff necessary to manage the inpatient facilities and inpatient management contracts acquired during 2004.
      Professional fees. Professional fees were $14.3 million for the three months ended March 31, 2005, or 10.3% of PSI’s total revenue, compared to $11.7 million for the three months ended March 31, 2004, or 11.3% of PSI’s total revenue. Professional fees for the Company’s owned and leased inpatient facilities segment were $12.3 million in 2005, or 10.1% of segment revenue. Same-facility professional fees for PSI’s owned and leased inpatient facilities segment were $9.6 million in 2005, or 10.5% of segment revenue, compared to $10.0 million in 2004, or 11.6% of segment revenue. This decrease in same-facility professional fees as a percent of revenue was primarily the result of the hiring of additional employees to replace tasks formerly performed on a contract basis, as discussed in SWB. Professional fees for the Company’s inpatient management contracts segment were $1.2 million in 2005 and in 2004. Professional fees for PSI’s corporate office were approximately $800,000 in 2005 compared to approximately $500,000 in 2004. The increase in professional fees in PSI’s corporate office relates to accounting, legal and other services required to meet the needs of a public company and achieving the Company’s acquisition strategy.
      Supplies. Supplies expense was $8.6 million for the three months ended March 31, 2005, or 6.2% of PSI’s total revenue, compared to $6.6 million for the three months ended March 31, 2004, or 6.4% of PSI’s total revenue. Supplies expense for the Company’s owned and leased inpatient facilities segment was $8.1 million in 2005, or 6.6% of segment revenue. Same-facility supplies expense for PSI’s owned and leased inpatient facilities segment was $6.3 million in 2005, or 6.8% of segment revenue, compared to $6.0 million in 2004, or 7.0% of segment revenue. Supplies expense for the Company’s inpatient management contracts segment was approximately $500,000 in 2005 and in 2004. Supplies expense for PSI’s corporate office consists of office supplies and is negligible to supplies expense overall.
      Provisions for bad debts. The provision for bad debts was $2.7 million for the three months ended March 31, 2005, or 1.9% of PSI’s total revenue, compared to $2.0 million for the three months ended March 31, 2004, or 2.0% of PSI’s total revenue. The provision for bad debts at the Company’s owned and leased inpatient facilities segment comprises the majority of PSI’s provision for bad debts as a whole.
      Other operating expenses. Other operating expenses were approximately $18.0 million for the three months ended March 31, 2005, or 13.0% of PSI’s total revenue, compared to $14.3 million for the three months ended March 31, 2004, or 13.8% of PSI’s total revenue. Other operating expenses for the Company’s owned and leased inpatient facilities segment were $12.1 million in 2005, or 9.9% of segment revenue. Same-facility other operating expenses for PSI’s owned and leased inpatient facilities segment were $8.9 million in 2005, or 9.7% of segment revenue, compared to $8.7 million in 2004, or 10.0% of segment revenue. Other operating expenses for the Company’s inpatient management contracts segment were $5.0 million in 2005 compared to $4.9 million in 2004. Other operating expenses at PSI’s corporate office increased to approximately $900,000 in 2005 from approximately $700,000 in 2004.
      Depreciation and amortization. Depreciation and amortization expense was $2.9 million for the three months ended March 31, 2005 compared to $2.1 million for the three months ended March 31, 2004, an increase of approximately $800,000. This increase in depreciation and amortization expense is primarily the result of the numerous acquisitions of inpatient facilities during 2004.
      Interest expense. Interest expense was $3.5 million for the three months ended March 31, 2005 compared to $4.5 million for the three months ended March 31, 2004, a decrease of approximately $1.0 million or 20.9%. The decrease in interest expense is primarily attributable to the redemption of $50 million of PSI’s 10.625% senior subordinated notes on January 14, 2005.

43

Table of Contents

      Other expenses. Other expenses totaled $7.0 million for the three months ended March 31, 2005 compared to $6.4 million for the three months ended March 31, 2004. Other expenses in 2005 and 2004 were losses on the refinancing of PSI’s long-term debt.
      Loss from discontinued operations, net of taxes. The loss from discontinued operations (net of income tax effect) of approximately $144,000 for the three months ended March 31, 2004 is from the operations of three contracts to manage inpatient facilities for the Florida Department of Juvenile Justice. These contracts were assumed in the Ramsay acquisition in 2003 and exited in 2004.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
      Revenue. Revenue from continuing operations was $487.2 million for the year ended December 31, 2004 compared to $284.9 million for the year ended December 31, 2003, an increase of $202.3 million or 71.0%. Revenue from PSI’s owned and leased inpatient facilities segment accounted for $419.3 million of the 2004 results compared to $223.3 million of the 2003 results, an increase of $196.0 million or 87.8%. The increase in revenues from PSI’s owned and leased inpatient facilities segment relates primarily to revenues of $20.7 million for the inpatient facilities acquired from The Brown Schools, $61.8 million for the inpatient facilities acquired from Ramsay, $27.8 million for Brentwood, $28.9 million for Heartland and $36.2 million for other acquisitions during 2004 and 2003. The remainder of the increase in revenues from owned and leased inpatient facilities is primarily attributable to growth in admissions and patient days of 6% and 8%, respectively, on a same-facility basis. Revenue from PSI’s inpatient management contracts segment accounted for $67.9 million of the 2004 results compared to $61.6 million of the 2003 results, an increase of $6.3 million or 10.2%. The increase in revenues from the Company’s inpatient management contracts segment relates primarily to revenues of $12.0 million for Ramsay’s inpatient management contracts. Revenue also decreased in 2004 as a result of the classification of pharmacy receipts as an offset to other operating expenses related to PSI’s contract to provide case management services in and around Nashville, Tennessee.
      Salaries, wages and employee benefits. SWB expense was $265.7 million for the year ended December 31, 2004, or 54.6% of PSI’s total revenue, compared to $147.1 million for the year ended December 31, 2003, or 51.6% of the Company’s total revenue. SWB expense for PSI’s owned and leased inpatient facilities segment was $227.6 million in 2004, or 54.3% of segment revenue. Same-facility SWB expense for PSI’s owned and leased inpatient facilities segment was $131.7 million in 2004, or 54.1% of segment revenue, compared to $122.5 million in 2003, or 54.9% of segment revenue. SWB expense for the Company’s inpatient management contracts segment was $30.1 million in 2004, or 44.3% of segment revenue. Same-facility SWB expense for PSI’s inpatient management contracts segment was $20.3 million in 2004, or 38.5% of segment revenue, compared to $21.1 million in 2003, or 34.2% of segment revenue. This increase in SWB expense as a percentage of revenue from PSI’s inpatient management contracts segment on a same-facility basis, as compared to 2003, primarily relates to the classification of pharmacy receipts as an offset to other operating expenses related to PSI’s contract to provide case management services in and around Nashville, Tennessee. SWB expense for the Company’s corporate office was $8.0 million for 2004 compared to $3.5 million for 2003 as the result of the hiring of additional staff necessary to manage the inpatient facilities and inpatient management contracts acquired during 2003 and 2004.
      Professional fees. Professional fees were $53.3 million for the year ended December 31, 2004, or 10.9% of PSI’s total revenue, compared to $32.5 million for the year ended December 31, 2003, or 11.4% of the Company’s total revenue. Professional fees for PSI’s owned and leased inpatient facilities segment were $45.2 million in 2004, or 10.8% of segment revenue. Same-facility professional fees for the Company’s owned and leased inpatient facilities segment were $26.9 million in 2004, or 11.0% of segment revenue, compared to $26.3 million in 2003, or 11.8% of segment revenue. Professional fees for PSI’s inpatient management contracts segment were $4.8 million in 2004, or 7.1% of segment revenue. Same-facility professional fees for the Company’s inpatient management contracts segment were $4.1 million in 2004, or 7.7% of segment revenue, compared to $4.3 million in 2003, or 7.0% of segment revenue. Professional fees for the Company’s corporate office were approximately $3.3 million in 2004 compared to approximately $1.8 million in 2003. The increase in professional fees in PSI’s corporate office relates to

44

Table of Contents

accounting, legal and other services required to meet the needs of a public company and achieving its acquisition strategy.
      Supplies. Supplies expense was $31.1 million for the year ended December 31, 2004, or 6.4% of PSI’s total revenue, compared to $16.4 million for the year ended December 31, 2003, or 5.8% of the Company’s total revenue. Supplies expense for the Company’s owned and leased inpatient facilities segment was $28.8 million in 2004, or 6.9% of segment revenue. Same-facility supplies expense for PSI’s owned and leased inpatient facilities segment was $16.9 million in 2004, or 6.9% of segment revenue, compared to $15.3 million in 2003, or 6.8% of segment revenue. Supplies expense for PSI’s inpatient management contracts segment was $2.2 million in 2004, or 3.2% of segment revenue. Same-facility supplies expense for the Company’s inpatient management contracts segment were $1.1 million in 2004, or 2.1% of segment revenue, compared to $1.0 million in 2003 or 1.7% of segment revenue. Supplies expense at PSI’s owned and leased inpatient facilities segment has historically comprised the majority of the Company’s supplies expense as a whole; however, PSI’s inpatient management contracts segment began to utilize supplies to a larger extent due to the assumption of inpatient management contracts from Ramsay. Supplies expense for PSI’s corporate office consists of office supplies and are negligible to supplies expense overall.
      Provisions for bad debts. The provision for bad debts was $10.9 million for the year ended December 31, 2004, or 2.2% of PSI’s total revenue, compared to $6.3 million for the year ended December 31, 2003, or 2.2% of the Company’s total revenue. The provision for bad debts at PSI’s owned and leased inpatient facilities segment comprises the majority of the Company’s provision for bad debts as a whole.
      Other operating expenses. Other operating expenses were approximately $63.6 million for the year ended December 31, 2004, or 13.1% of PSI’s total revenue, compared to $47.9 million for the year ended December 31, 2003, or 16.8% of the Company’s total revenue. Other operating expenses for PSI’s owned and leased inpatient facilities segment were $40.3 million in 2004, or 9.6% of segment revenue. Same-facility other operating expenses for PSI’s owned and leased inpatient facilities segment were $21.4 million in 2004, or 8.8% of segment revenue, compared to $21.7 million in 2003, or 9.7% of segment revenue. Other operating expenses for the Company’s inpatient management contracts segment were $20.0 million in 2004, or 29.4% of segment revenue. Same-facility other operating expenses for PSI’s inpatient management contracts segment were $18.3 million in 2004, or 34.3% of segment revenue, compared to $24.2 million in 2003, or 39.3% of segment revenue. This decrease in other operating expenses for PSI’s inpatient management contracts segment as a percentage of revenue from this segment on a same-facility basis, as compared to 2003, is primarily attributable to the classification of pharmacy receipts as an offset to other operating expenses related to PSI’s contract to provide case management services in and around Nashville, Tennessee. Other operating expenses at the Company’s corporate office increased to $3.3 million in 2004 from approximately $2.0 million in 2003.
      Depreciation and amortization. Depreciation and amortization expense was $9.9 million for the year ended December 31, 2004 compared to $5.7 million for the year ended December 31, 2003, an increase of approximately $4.2 million. This increase in depreciation and amortization expense is primarily the result of the numerous acquisitions of inpatient facilities during 2003 and 2004.
      Interest expense. Interest expense was $19.0 million for the year ended December 31, 2004 compared to $14.8 million for the year ended December 31, 2003, an increase of $4.2 million or 28.4%. The increase in interest expense is primarily attributable to the increase in the Company’s long-term debt during 2004. PSI began 2004 with approximately $175.0 million in long-term debt, increasing to $191.9 million, $249.6 million and $244.4 million for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, respectively, due to borrowings under its revolving line of credit to finance the acquisition of inpatient behavioral healthcare facilities. On December 31, 2004, PSI had $174.3 million in long-term debt as the result of repaying borrowings under its revolving line of credit with proceeds from the Company’s secondary offering of common stock that closed on December 20, 2004. Interest expense in

45

Table of Contents

the future will be improved by the redemption on January 14, 2005 of $50.0 million of the Company’s $150.0 million 10.625% subordinated bonds.
      Other expenses. Other expenses totaled $6.4 million for the year ended December 31, 2004 compared to approximately $5.3 million for the year ended December 31, 2003. Other expenses in 2004 consisted of $6.4 million in loss on the refinancing of the Company’s long-term debt. Other expenses in 2003 consisted of $4.9 million in loss on the refinancing of PSI’s long-term debt, $960,000 in expense recorded to recognize the change in fair value of stock purchase “put” warrants and the release of $545,000 in reserves related to the Company’s stockholder notes.
      Loss from discontinued operations, net of taxes. The loss from discontinued operations of approximately $219,000 and $25,000 for the years ended December 31, 2004 and 2003 is from the operations of three contracts to manage inpatient facilities for the Florida Department of Juvenile Justice. These contracts were assumed from Ramsay in 2003 and exited in 2004.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
      Revenue. Revenue from continuing operations was $284.9 million for the year ended December 31, 2003 compared to $113.9 million for the year ended December 31, 2002, an increase of $171.0 million or 150.1%. Revenue from PSI’s owned and leased inpatient facilities segment accounted for $223.3 million of the 2003 results compared to $81.9 million of the 2002 results, an increase of $141.4 million or 172.5%. The increase in revenues from PSI’s owned and leased inpatient facilities segment relates primarily to revenues of $14.9 million during the first six months of 2003 for Riveredge Hospital, $57.3 million during 2003 for the inpatient facilities acquired from The Brown Schools and $59.6 million for the owned and leased inpatient facilities acquired from Ramsay. The remainder of the increase in revenues from inpatient facilities is primarily attributable to growth in admissions and patient days of 4.1% and 7.0%, respectively, on a same-facility basis. Revenue from PSI’s inpatient management contracts segment accounted for $61.6 million of the 2003 results compared to $32.0 million of the 2002 results, an increase of $29.6 million or 92.5%. The increase in revenues from the Company’s inpatient management contracts segment relates primarily to revenues of $13.6 million from inpatient management contracts acquired from PMR in August 2002, $13.8 million for Ramsay’s inpatient management contracts and growth of approximately $3.4 million in PSI’s contract to provide case management services in and around Nashville, Tennessee. This growth was offset by a reduction in the number of inpatient unit management contracts from 48 at December 31, 2002 to 42 at December 31, 2003, impacting revenues by approximately $1.2 million.
      Salaries and employee benefits. SWB expense was $147.1 million for the year ended December 31, 2003, or 51.6% of PSI’s total revenue, compared to $62.3 million for the year ended December 31, 2002, or 54.7% of the Company’s total revenue. SWB expense for PSI’s owned and leased inpatient facilities segment was $122.5 million in 2003, or 54.9% of the Company’s total revenue. Same-facility SWB expense for PSI’s owned and leased inpatient facilities segment was $48.2 million in 2003, or 53.9% of segment revenue, compared to $47.0 million in 2002, or 57.4% of segment revenue. This decrease in SWB expense as a percentage of revenue from PSI’s owned and leased inpatient facilities segment on a same-facility basis, as compared to 2002, primarily relates to efforts to maintain staffing levels on higher volumes. SWB expense for PSI’s inpatient management contracts segment was $21.1 million in 2003, or 34.2% of segment revenue. Same-facility SWB expense for the Company’s inpatient management contracts segment was $12.0 million in 2003, or 35.2% of segment revenue, compared to $13.2 million in 2002, or 41.2% of segment revenue. This decrease in SWB expense as a percentage of revenue from PSI’s inpatient management contracts segment on a same-facility basis, as compared to 2002, primarily relates to the Company’s acquisition from PMR of a contract to provide case management services in and around Nashville, Tennessee. PSI incurs little SWB expense to provide these services because primarily all the costs to provide these services are recorded in other operating expenses because the actual services provided are subcontracted. SWB expense for PSI’s corporate office was $3.5 million for 2003 compared to $2.1 million for 2002 as the result of the hiring of additional staff necessary to manage the inpatient facilities and inpatient management contracts acquired during 2002 and 2003.

46

Table of Contents

      Professional fees. Professional fees were $32.5 million for the year ended December 31, 2003, or 11.4% of PSI’s total revenue, compared to $14.4 million for the year ended December 31, 2002, or 12.6% of PSI’s total revenue. Professional fees for PSI’s owned and leased inpatient facilities segment were $26.3 million in 2003, or 11.8% of segment revenue. Same-facility professional fees for the Company’s owned and leased inpatient facilities segment were $10.8 million in 2003, or 12.1% of segment revenue, compared to $10.3 million in 2002, or 12.6% of segment revenue. This decrease in professional fees for PSI’s owned and leased inpatient facilities segment as a percentage of revenue on a same-facility basis, as compared to 2002, was primarily the result of efforts within PSI’s owned and leased inpatient facilities segment to reduce the Company’s reliance on contract labor. Professional fees for the Company’s inpatient management contracts segment were $4.3 million in 2003, or 7.0% of segment revenue. Same-facility professional fees for PSI’s inpatient management contracts segment were $3.6 million in 2003, or 10.6% of segment revenue, compared to $3.5 million in 2002, or 11.1% of segment revenue. Professional fees for PSI’s corporate office were approximately $1.8 million in 2003 compared to approximately $500,000 in 2002. The increase in professional fees in the Company’s corporate office relates to accounting, legal and other services required to meet the needs of a public company and achieving its acquisition strategy.
      Supplies. Supplies expense was $16.4 million for the year ended December 31, 2003, or 5.8% of PSI’s total revenue, compared to $5.3 million for the year ended December 31, 2002, or 4.7% of the Company’s total revenue. Supplies expense for PSI’s owned and leased inpatient facilities segment was $15.3 million in 2003, or 6.8% of segment revenue. Same-facility supplies expense for the Company’s owned and leased inpatient facilities segment was $5.9 million in 2003, or 6.6% of segment revenue, compared to $5.3 million in 2002, or 6.4% of segment revenue. Supplies expense for PSI’s inpatient management contracts segment was $1.0 million in 2003, or 1.7% of segment revenue, compared to $40,000 in 2002, or less than 1% of segment revenue. Supplies expense at the Company’s owned and leased inpatient facilities segment has historically comprised the majority of PSI’s supplies expense as a whole; however, its inpatient management contracts segment began to utilize supplies to a larger extent due to the assumption of inpatient management contracts from Ramsay. Supplies expense for PSI’s corporate office consists of office supplies and are negligible to supplies expense overall.
      Provisions for bad debts. The provision for bad debts was $6.3 million for the year ended December 31, 2003, or 2.2% of PSI’s total revenue, compared to $3.7 million for the year ended December 31, 2002, or 3.2% of PSI’s total revenue. The provision for bad debts at the Company’s owned and leased inpatient facilities segment comprises the majority of PSI’s provision for bad debts as a whole. The reduction in provision for bad debts as a percentage of revenue was driven by the acquisition of inpatient facilities from The Brown Schools and Ramsay, which have fewer self-pay accounts.
      Other operating expenses. Other operating expenses were approximately $47.9 million for the year ended December 31, 2003, or 16.8% of PSI’s total revenue, compared to $16.0 million for the year ended December 31, 2002, or 14.1% of PSI’s total revenue. Other operating expenses for the Company’s owned and leased inpatient facilities segment were $21.7 million in 2003, or 9.7% of segment revenue. Same-facility other operating expenses for PSI’s owned and leased inpatient facilities segment were $7.9 million in 2003, or 8.8% of segment revenue, compared to $6.6 million in 2002, or 8.0% of segment revenue. This increase in other operating expenses for the Company’s owned and leased inpatient facilities segment as a percentage of revenue on a same-facility basis, as compared to 2002, relates primarily to increased insurance costs in 2003. Other operating expenses for PSI’s inpatient management contracts segment were $24.2 million in 2003, or 39.3% of segment revenue. Same-facility other operating expenses for the Company’s inpatient management contracts segment was $11.1 million in 2003, or 32.6% of segment revenue, compared to $7.9 million in 2002, or 24.8% of segment revenue. This increase in other operating expenses for PSI’s inpatient management contracts segment as a percentage of revenue from this segment on a same-facility basis, as compared to 2002, is primarily attributable to growth in the contract to provide case management services in and around Nashville, Tennessee where actual services provided are subcontracted. Other operating expenses at PSI’s corporate office increased to $2.0 million in 2003 from approximately $1.4 million in 2002.

47

Table of Contents

      Depreciation and amortization. Depreciation and amortization expense was $5.7 million for the year ended December 31, 2003 compared to $1.8 million for the year ended December 31, 2002, an increase of approximately $4.0 million. This increase in depreciation and amortization expense is the result of the acquisitions of Riveredge Hospital, PMR, The Brown Schools and Ramsay.
      Interest expense. Interest expense was $14.8 million for the year ended December 31, 2003 compared to $5.6 million for the year ended December 31, 2002, an increase of $9.2 million or 164.3%. The increase in interest expense is primarily attributable to the increase in the Company’s long-term debt from approximately $43.8 million at December 31, 2002 to approximately $175.0 million at December 31, 2003 due to the Company’s 10.625% subordinated note offering, the expansion of PSI’s senior credit facility and the refinancing of the Company’s term loans from CapitalSource Finance LLC with mortgage loans insured by the U.S. Department of Housing and Urban Development. The proceeds from the 10.625% subordinated notes and the expanded credit facility were used to finance acquisitions in 2003.
      Other expenses. Other expenses totaled $5.3 million for the year ended December 31, 2003 compared to approximately $180,000 for the year ended December 31, 2002. Other expenses in 2003 consisted of $4.9 million in loss on the refinancing of the Company’s long-term debt, $960,000 in expense recorded to recognize the change in fair value of stock purchase “put” warrants and the release of $545,000 in reserves related to PSI’s stockholder notes. Other expenses in 2002 consisted of approximately $90,000 in loss on the refinancing of the Company’s long-term debt and approximately $90,000 to increase the reserve related to its stockholder notes.
      Loss from discontinued operations, net of taxes. The loss from discontinued operations of approximately $25,000 for the year ended December 31, 2003 is from the operations of three contracts to manage inpatient facilities for the Florida Department of Juvenile Justice. These contracts were assumed from Ramsay in 2003 and exited in 2004.
Ardent Behavioral
Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004
      Revenue. Revenue was $79.9 million for the three months ended March 31, 2005 compared to $73.1 million for the three months ended March 31, 2004, an increase of $6.8 million, or 9.3%. Approximately 40% of the increase was attributable to revenue from Brooke Glen Behavioral Hospital (“Brooke Glen”), which was acquired in October 2003 but did not receive its Medicare and Medicaid certifications until May 2004. The remainder of the increase is primarily attributable to a 5.0% increase in patient days at Ardent Behavioral’s inpatient facilities, excluding Brooke Glen.
      Salaries and benefits expense. SWB expense was $44.4 million, or 55.6% of Ardent Behavioral’s total revenue for the three months ended March 31, 2005, compared to $41.3 million, or 56.5% of Ardent Behavioral’s total revenue for the three months ended March 31, 2004.
      Professional fees. Professional fees were $7.7 million, or 9.7% of Ardent Behavioral’s total revenue for the three months ended March 31, 2005, compared to $8.1 million, or 11.0% of Ardent Behavioral’s total revenue for the three months ended March 31, 2004. The decrease in professional fees was primarily the result of decreased costs for contract services, including media expense and bank fees.
      Supplies. Supplies expense was $4.1 million, or 5.2% of Ardent Behavioral’s total revenue for the three months ended March 31, 2005, compared to $3.8 million, or 5.2% of Ardent Behavioral’s total revenue for the three months ended March 31, 2004.
      Provision for doubtful accounts. The provision for doubtful accounts was $2.6 million, or 3.2% of Ardent Behavioral’s total revenue for the three months ended March 31, 2005, compared to $2.1 million, or 2.8% of Ardent Behavioral’s total revenue for the three months ended March 31, 2004.
      Other operating expenses. Other operating expenses were approximately $6.5 million, or 8.1% of Ardent Behavioral’s total revenue for the three months ended March 31, 2005, compared to $6.3 million, or 8.6% of Ardent Behavioral’s total revenue for the three months ended March 31, 2004.

48

Table of Contents

      Interest expense (income). Interest income was $0.9 million for the three months ended March 31, 2005 compared to interest expense of $1.7 million for the three months ended March 31, 2004. Interest expense represents intercompany interest and the change is primarily attributable to a change in allocation methods by the parent company.
      Depreciation and amortization. Depreciation and amortization expense was $1.2 million for the three months ended March 31, 2005 compared to $0.6 million for the three months ended March 31, 2004, an increase of approximately $0.6 million.
      Management fees paid to Ardent. Management fees paid to Ardent Health Services LLC and its affiliates totaled $3.2 million for the three months ended March 31, 2005 compared to $4.3 million for the three months ended March 31, 2004.
Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003
      Revenue. Revenue was $294.3 million for the year ended December 31, 2004 compared to $267.6 million for the year ended December 31, 2003, an increase of $26.7 million or 10.0%. The increase in revenue relates primarily to $7.8 million in revenue attributable to the acquisition of Brooke Glen effective October 8, 2003 with the remainder of the increase primarily attributable to a 4.2% increase in patient days at Ardent Behavioral’s inpatient facilities, excluding Brooke Glen.
      Salaries and benefits expense. SWB expense was $167.9 million, or 57.1% of Ardent Behavioral’s total revenue for the year ended December 31, 2004, compared to $148.4 million, or 55.5% of Ardent Behavioral’s total revenue for the year ended December 31, 2003. The increase in SWB expense relates primarily to wage inflation caused by nursing labor pressures and the delay in obtaining the Medicare certification at Brooke Glen, which resulted in significantly higher staffing ratios on lower volumes.
      Professional fees. Professional fees were $32.7 million, or 11.1% of Ardent Behavioral’s total revenue for the year ended December 31, 2004, compared to $29.2 million or 10.9% of Ardent Behavioral’s total revenue for the year ended December 31, 2003.
      Supplies. Supplies expense was $15.6 million, or 5.3% of Ardent Behavioral’s total revenue for the year ended December 31, 2004, compared to $14.5 million, or 5.4% of Ardent Behavioral’s total revenue for the year ended December 31, 2003.
      Provision for doubtful accounts. The provision for doubtful accounts was $7.2 million, or 2.5% of Ardent Behavioral’s total revenue for the year ended December 31, 2004, compared to $6.2 million, or 2.3% of Ardent Behavioral’s total revenue for the year ended December 31, 2003.
      Other operating expenses. Other operating expenses were $26.3 million, or 8.9% of Ardent Behavioral’s total revenue for the year ended December 31, 2004, compared to $24.8 million, or 9.3% of Ardent Behavioral’s total revenue for the year ended December 31, 2003.
      Interest expense. Interest expense was $2.9 million for the year ended December 31, 2004 compared to $4.9 million for the year ended December 31, 2003, a decrease of approximately $2.0 million or 40.8%. Interest expense represents intercompany interest and the decrease is primarily attributable to a change in allocation methods by the parent company.
      Depreciation and amortization. Depreciation and amortization expense was $3.7 million for the year ended December 31, 2004 compared to $2.5 million for the year ended December 31, 2003, an increase of approximately $1.2 million.
      Management fees paid to Ardent. Management fees paid to Ardent Health Services LLC and its affiliates totaled $16.5 million for the year ended December 31, 2004 compared to $12.3 million for the year ended December 31, 2003.

49

Table of Contents

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
      Revenue. Revenue was $267.6 million for the year ended December 31, 2003 compared to $241.9 million for the year ended December 31, 2002, an increase of $25.7 million or 10.6%. Approximately 45% of the increase relates to the acquisitions of Cumberland Hospital, effective June 1, 2002, and Brooke Glen, effective October 8, 2003. The remainder of the increase is primarily attributable to pricing increases.
      Salaries and benefits expense. SWB expense was $148.4 million, or 55.5% of Ardent Behavioral’s total revenue for the year ended December 31, 2003, compared to $134.3 million, or 55.5% of Ardent Behavioral’s total revenue for the year ended December 31, 2002.
      Professional fees. Professional fees were $29.2 million, or 10.9% of Ardent Behavioral’s total revenue for the year ended December 31, 2003, compared to $28.3 million, or 11.7% of Ardent Behavioral’s total revenue for the year ended December 31, 2002.
      Supplies. Supplies expense was $14.5 million, or 5.4% of revenue for the year ended December 31, 2003, compared to $13.5 million, or 5.6% of revenue for the year ended December 31, 2002, an increase of approximately $1.0 million. The increase in supplies expense is primarily the result of increases in Ardent Behavioral’s patient days.
      Provision for doubtful accounts. The provision for doubtful accounts was $6.2 million, or 2.3% of Ardent Behavioral’s total revenue for the year ended December 31, 2003, compared to $6.0 million, or 2.5% of Ardent Behavioral’s total revenue for the year ended December 31, 2002.
      Other operating expenses. Other operating expenses were $24.8 million or 9.3% of Ardent Behavioral’s total revenue for the year ended December 31, 2003, compared to $23.8 million or 9.8% of Ardent Behavioral’s total revenue for the year ended December 31, 2002, an increase of $1.0 million or 4.2%.
      Interest expense. Interest expense was $4.9 million for the year ended December 31, 2003, compared to $8.5 million for the year ended December 31, 2002, a decrease of approximately $3.6 million or 42.4%. Interest expense represents intercompany interest and the decrease is primarily attributable to a change in allocation methods by the parent company.
      Depreciation and amortization. Depreciation and amortization was $2.5 million for the year ended December 31, 2003 compared to $2.2 million for the year ended December 31, 2002, an increase of approximately $0.3 million or 13.6%.
      Management fees paid to Ardent. Management fees paid to Ardent Health Services LLC and its affiliates totaled $12.3 million for the year ended December 31, 2003 compared to $18.4 million for the year ended December 31, 2002.
Liquidity and Capital Resources
Pro Forma Business
      We intend to fund our ongoing operations through cash generated by operations, funds available under our new senior secured credit facilities and existing cash and cash equivalents. Our new senior secured credit facilities are comprised of a $325.0 million senior secured term loan facility and a $150.0 million revolving credit facility, $85.0 million of which remained undrawn at July 31, 2005. As part of the Financing Transactions, we issued the old notes and used a portion of the proceeds to repurchase $61.3 million principal amount of our existing 105/8% senior subordinated notes (together with the related premium). We anticipate that cash generated by operations, the remaining funds available under our new senior secured credit facilities and existing cash and cash equivalents will be sufficient to meet working capital requirements, service our debt and finance capital expenditures over the next twelve months.
      In addition, we may acquire additional inpatient behavioral health care facilities. Management continually assesses our capital needs and will likely seek additional financing, including debt or equity, to

50

Table of Contents

fund potential acquisitions or for other corporate purposes. In negotiating such financing, there can be no assurance that we will be able to raise additional capital on terms satisfactory to us. Failure to obtain additional financing on reasonable terms could have a negative effect on our plans to acquire additional inpatient behavioral health care facilities.
      We have performed sensitivity analysis over the near term regarding the interest rate risk described below. Based upon this sensitivity analysis, we are not exposed to material market risk from changes in interest rates. Our $150.0 million senior secured revolving line of credit, our $325.0 million senior secured term loan facility under our new senior secured credit facilities and our $38.7 million interest rate swap agreements have a variable interest rate based upon LIBOR plus an applicable margin. Based upon $329.2 million of variable debt outstanding for the period, a hypothetical 10% adverse change in interest rates would decrease our net income and cash flows by $1.1 million for the twelve months ended March 31, 2005.
Historical Psychiatric Solutions
      As of March 31, 2005, we had working capital of $43.8 million, including cash and cash equivalents of $14.5 million, compared to working capital of $39.9 million at December 31, 2004. The increase in working capital is primarily due to cash provided by operating activities offset by cash used in investing activities during the three months ended March 31, 2005.
      Cash provided by operating activities was $13.3 million for the three months ended March 31, 2005 compared to $14.7 million for the three months ended March 31, 2004. The decrease in cash flows from operating activities was primarily due to cash paid for income taxes during 2005 of approximately $5.3 million offset by cash generated by our facilities acquired in 2004.
      Cash used in investing activities was $7.1 million for the three months ended March 31, 2005 compared to $37.5 million for the three months ended March 31, 2004. Cash used in investing activities for the three months ended March 31, 2005 was primarily the result of cash paid for the purchases of property and equipment of approximately $5.3 million. Cash used in investing activities for the three months ended March 31, 2004 was the result of $29.8 million paid for the acquisition of Brentwood, $3.3 million used to make the final payment on a prior-year acquisition and $3.1 million used for capital expenditures.
      Cash used in financing activities was approximately $25.0 million for the three months ended March 31, 2005 compared to cash provided by financing activities of approximately $12.1 million for the three months ended March 31, 2004. Cash used by financing activities for the three months ended March 31, 2005 consisted primarily of $50.0 million used to redeem a portion of our existing senior subordinated notes, offset by $30.0 million borrowed under our revolving line of credit to make the redemption. As part of this redemption, we paid $5.3 million during the first quarter of 2005 for its associated costs. Cash provided by financing activities for the three months ended March 31, 2004 was primarily the result of $17.0 million borrowed under our revolving line of credit to purchase Brentwood, offset by cash paid to exit our credit facility with CapitalSource Finance LLC of approximately $3.8 million.
      On January 14, 2005, we redeemed $50 million of our existing senior subordinated notes, leaving $100 million outstanding after the redemption. We paid bondholders a 105/8% penalty and accrued interest in connection with the redemption and recorded a loss on refinancing long-term debt of approximately $7.0 million during the first quarter of 2005. We paid the redemption with borrowings under our revolving credit facility of $30 million and the remainder with cash on hand.
      On December 21, 2004, we amended and restated our revolving credit facility with Bank of America, N.A. to increase the borrowings available to us to $150 million, extend the term of the agreement until December 2009 and lower the applicable interest rate, as defined in the credit agreement. We initially entered into a revolving credit facility with Bank of America of up to $50 million on January 6, 2004. We subsequently amended and increased the revolving credit facility to $125 million in June 2004.

51

Table of Contents

      On December 20, 2004, we closed on the sale of 3,450,000 shares of our common stock at $33.70 per share. Of these shares, 450,000 were sold through the full exercise of the underwriters’ over-allotment option. We sold 3,285,000 shares for approximately $105 million after underwriting discounts and other issuance costs. Certain stockholders sold 165,000 shares in the offering. We did not receive any proceeds from the sale of common stock by the selling stockholders. Approximately $82 million of the net proceeds were used to pay down borrowings under our revolving line of credit.
      On January 26, 2004, we entered into an interest rate swap agreement to manage our exposure to fluctuations in interest rates. The swap agreement effectively converts $20 million of fixed-rate long-term debt to a LIBOR indexed variable rate instrument plus an agreed upon interest rate spread of 5.86%. On April 23, 2004, we entered into another interest rate swap agreement. This swap agreement effectively converts $30.0 million of fixed rate debt to a LIBOR indexed variable rate instrument plus an agreed upon interest rate spread of 5.51%.
      We believe that our working capital on hand, cash flows from operations and funds available under our revolving line of credit will be sufficient to fund our operating needs, planned capital expenditures and debt service requirements for the next twelve months.
      In addition, we are actively seeking other acquisitions that fit our corporate growth strategy and may acquire additional inpatient psychiatric facilities. Management continually assesses our capital needs and, should the need arise, we will seek additional financing, including debt or equity, to fund potential acquisitions or for other corporate purposes. In negotiating such financing, there can be no assurance that we will be able to raise additional capital on terms satisfactory to us. Failure to obtain additional financing on reasonable terms could have a negative effect on our plans to acquire additional inpatient psychiatric facilities.
Contractual Obligations
      The following table sets forth our contractual obligations as of March 31, 2005:
                                         
    Payments Due by Period
     
        Less than       After
    Total   1 Year   1-3 Years   4-5 Years   5 Years
                     
    (dollars in thousands)
Long-term debt(l)
   $ 153,698     $ 382     $ 519     $ 30,582     $ 122,215  
Lease obligations
     37,884       6,503       8,626       6,583       16,172  
                               
    $ 191,582     $ 6,885     $ 9,145     $ 37,165     $ 138,387  
                               
 
(1)  Long-term debt excludes capital lease obligations which have been included in lease obligations above.
      The fair value of our $100.0 million of outstanding existing senior subordinated notes was approximately $111.0 million as of March 31, 2005. The fair value of our $150.0 million of existing senior subordinated notes was approximately $173.0 million as of December 31, 2004. The carrying value of our other long-term debt, including current maturities, of $54.0 million and $24.3 million at March 31, 2005 and December 31, 2004, respectively, approximated fair value. We had $30 million of variable rate debt outstanding under our revolving credit facility as of March 31, 2005. In addition, interest rate swap agreements effectively convert $50 million of fixed rate debt into variable rate debt at March 31, 2005. At our March 31, 2005 borrowing level, a hypothetical 10% increase in interest rates would decrease our annual net income and cash flows by approximately $370,000.
Impact of Inflation and Economic Trends
      Although inflation has not had a material impact on our results of operations, the health care industry is very labor intensive and salaries and benefits are subject to inflationary pressures as are rising supply costs which tend to escalate as vendors pass on the rising costs through price increases. Some of our freestanding owned, leased and managed inpatient behavioral health care facilities we operate are

52

Table of Contents

experiencing the effects of the tight labor market, including a shortage of nurses, which has caused and may continue to cause an increase in our salaries, wages and benefits expense in excess of the inflation rate. Although we cannot predict our ability to cover future cost increases, management believes that through adherence to cost containment policies, labor management and reasonable price increases, the effects of inflation on future operating margins should be manageable. Our ability to pass on increased costs associated with providing health care to Medicare and Medicaid patients is limited due to various federal, state and local laws which have been enacted that, in certain cases, limit our ability to increase prices. In addition, as a result of increasing regulatory and competitive pressures and a continuing industry wide shift of patients into managed care plans, our ability to maintain margins through price increases to non-Medicare patients is limited.
      The behavioral health care industry is typically not directly impacted by periods of recession, erosions of consumer confidence or other general economic trends as most health care services are not considered a component of discretionary spending. However, our inpatient facilities may be indirectly negatively impacted to the extent such economic conditions result in decreased reimbursements by federal or state governments or managed care payers. We are not aware of any economic trends that would prevent us from being able to remain in compliance with all of our debt covenants and to meet all required obligations and commitments in the near future.
Critical Accounting Policies
      Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses included in our financial statements. Estimates are based on historical experience and other information currently available, the results of which form the basis of such estimates. While we believe our estimation processes are reasonable, actual results could differ from those estimates. The following represent the estimates considered most critical to our operating performance and involve the most subjective and complex assumptions and assessments.
Allowance for Doubtful Accounts
      Our ability to collect outstanding patient receivables from third party payors and receivables due under our management contracts is critical to our operating performance and cash flows.
      The primary collection risk with regard to patient receivables lies with uninsured patient accounts or patient accounts for which primary insurance has paid but a patient portion remains outstanding. We estimate the allowance for doubtful accounts primarily based upon the age of the accounts since the patient discharge date. We continually monitor our accounts receivable balances and utilize cash collection data to support our estimates of the provision for doubtful accounts. Significant changes in payor mix or business office operations could have a significant impact on our results of operations and cash flows.
      The primary collection risk with regard to receivables due under our inpatient management contracts is attributable to contract disputes. We estimate the allowance for doubtful accounts for these receivables based primarily upon the specific identification of potential collection issues. As with our patient receivables, we continually monitor our accounts receivable balances and utilize cash collection data to support our estimates of the provision for doubtful accounts.
Allowances for Contractual Discounts
      The Medicare and Medicaid regulations are complex and various managed care contracts may include multiple reimbursement mechanisms for different types of services provided in our inpatient facilities and cost settlement provisions requiring complex calculations and assumptions subject to interpretation. We estimate the allowance for contractual discounts on a payer-specific basis given our interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from our estimates.

53

Table of Contents

Additionally, updated regulations and contract renegotiations occur frequently necessitating continual review and assessment of the estimation process by our management.
Professional and General Liability
      We are subject to medical malpractice and other lawsuits due to the nature of the services we provide. All of our operations have professional and general liability insurance in umbrella form for claims in excess of $2.0 million with an insured limit of $35.0 million. The facilities purchased from Ardent were added to our insurance program on July 1, 2005. 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-insurance 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 this additional 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.
Income Taxes
      As part of the process of preparing our consolidated financial statements, we are required to determine our income tax liabilities in each of the jurisdictions in which we operate. This process involves recognizing the amount of income taxes payable or refundable for the current period, together with recognizing deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. We are also required to assess the realizable value of our deferred tax assets and reduce the deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is “more likely than not” that any portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the tax jurisdictions and during the periods in which the deferred tax assets are recoverable. In evaluating sources of future taxable income, we consider the reversal of taxable temporary differences, future earnings from operations and tax planning strategies, where applicable. We recorded a valuation allowance against deferred tax assets as of March 31, 2005 and March 31, 2004 totaling $3.4 million and $11.3 million, respectively. We revise our assessment of the recoverability of deferred tax assets periodically, and will adjust the valuation allowance as circumstances require. The valuation allowance recorded as of March 31, 2005 and March 31, 2004 relates primarily to pre-acquisition net operating loss carryovers from certain acquisitions. Accordingly, future reductions in the valuation allowance will primarily reduce goodwill related to these respective acquisitions.

54

Table of Contents

DESCRIPTION OF OTHER INDEBTEDNESS
New Senior Secured Credit Facilities
      In connection with the original note offering and the acquisition of Ardent Behavioral, we amended and restated our existing revolving credit facility and obtained a new senior secured term loan facility. Our amended and restated revolving credit facility consists of a $150.0 million senior secured revolver, $65.0 million of which was outstanding at July 31, 2005. Our new senior secured term facility consists of a $325.0 million senior secured term note. We refer to the amended and restated revolving credit facility and the new senior secured term facility as our new senior secured credit facilities.
      The new 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 $2.5 million and the stock of our operating subsidiaries. In addition, the new senior secured credit facilities are fully and unconditionally guaranteed by substantially all of our domestic restricted subsidiaries.
      The new senior secured credit facilities contain 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) various financial covenants; and (3) cross-default covenants triggered by a default of any other indebtedness of at least $5.0 million.
Bridge Facility
      In connection with the acquisition of Ardent Behavioral, we entered into a $150.0 million bridge loan facility. Borrowings under the bridge facility accrued interest at a rate of LIBOR plus 6.00% per annum. We used a portion of the proceeds of the original note offering to repay all borrowings under the bridge facility on July 6, 2005.
Existing Senior Subordinated Notes
      On June 30, 2003, we issued $150.0 million of our existing senior subordinated 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 senior subordinated 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 existing senior subordinated notes accrues at the rate of 10.625% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The existing notes will mature on June 15, 2013. On January 14, 2005, we redeemed $50.0 million of the existing senior subordinated notes and paid a 105/8% penalty and related accrued interest on the amount redeemed. On July 6, 2005, we redeemed approximately $61.3 million principal amount of the existing senior subordinated notes and paid the related premium.
Mortgage Loan on Holly Hill Hospital due 2037
      On November 25, 2002, we entered into a mortgage loan agreement to borrow $4.9 million, which is insured by U.S. Department of Housing and Urban Development (“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

55

Table of Contents

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.
Subordinated Seller Note due 2005
      In connection with an acquisition in 2001, we issued a promissory note of $2.0 million that bears interest at 9% per annum and matures June 30, 2005. In connection with the purchase of six inpatient facilities from The Brown Schools, Inc. in April 2003, $1.0 million of the $2.0 million note was repaid. The principal amount we owe on this note is approximately $144,000 at March 31, 2005. Among other customary covenants, the note contains cross-default covenants triggered by a default of any other indebtedness of at least $1.0 million.

56

Table of Contents

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” refers only to Psychiatric Solutions, Inc. and not to any of its subsidiaries.
      PSI will issue the registered notes under an indenture among itself, the Guarantors and Wachovia 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 of 1939.
      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 as set forth below under “— Additional Information.” 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, 2005, after giving pro forma effect to the acquisition of Ardent Behavioral and the Financing Transactions, PSI would have had total Senior Debt of approximately $414.3 million and the Guarantors would have guaranteed Senior Debt of $390.8 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.

57

Table of Contents

      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, 2004, the non-guarantor subsidiaries generated revenue and net income of $3.7 million and $0.6 million, respectively, and, as of March 31, 2005, had total assets of $40.7 million and stockholders’ equity of $11.9 million. See note 17 to our audited consolidated financial statements for the year ended December 31, 2004 and note 11 to our unaudited condensed consolidated financial statements for the three months ended March 31, 2005, each of which are incorporated by reference in this offering memorandum for more detail about the division of our consolidated revenues and assets between our guarantor and non-guarantor subsidiaries.
      As of the date of the indenture, all of our direct and indirect subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture and will not guarantee the notes.
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 after this offering. 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 January 15, 2006. 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 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.
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

58

Table of Contents

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
 
        (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.

59

Table of Contents

      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 is 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.

60

Table of Contents

      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, the Company 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 twelve-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%  

61

Table of Contents

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 new 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

62

Table of Contents

        (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 new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new 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

63

Table of Contents

        (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. 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.

64

Table of Contents

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; and
 
        (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 the date hereof, 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

65

Table of Contents

  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 twelve-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;
 
        (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

66

Table of Contents

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.
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 $525.0 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 initial notes (and the related exchange notes to be issued pursuant to the Registration Rights Agreement and in exchange for any additional 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;

67

Table of Contents

        (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 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 (6);
        (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

68

Table of Contents

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.
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;”
      (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;

69

Table of Contents

        (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 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)

70

Table of Contents

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 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.

71

Table of Contents

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 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; and
 
        (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

72

Table of Contents

(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 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

73

Table of Contents

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.
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 (3);
 
        (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, so long as the Existing Senior Subordinated Notes remain outstanding, and $10.0 million or more thereafter;
        (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.

74

Table of Contents

      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.
      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;

75

Table of Contents

        (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.
      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

76

Table of Contents

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;
 
        (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

77

Table of Contents

        (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
 
        (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.

78

Table of Contents

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 under “Registration Rights; Additional Interest.”
      “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, “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

79

Table of Contents

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.
      “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

80

Table of Contents

        (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
 
        (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

81

Table of Contents

  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;
 
        (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.

82

Table of Contents

      “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 the date hereof, 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 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.

83

Table of Contents

      “Existing Indebtedness” means Indebtedness existing on the date of the indenture (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 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

84

Table of Contents

  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.
      “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.”

85

Table of Contents

      “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 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.

86

Table of Contents

      “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.
      “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 the date hereof 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

87

Table of Contents

      “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
 
        (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,

88

Table of Contents

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;
 
        (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.

89

Table of Contents

      “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 the date hereof 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) 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.

90

Table of Contents

      “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
 
        (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

91

Table of Contents

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.

92

Table of Contents

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 the old notes for registered notes in the exchange offer. This summary is generally limited to holders who hold the old notes as capital assets (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, dealers in securities, commodities or foreign exchange currencies, financial institutions, insurance companies, regulated investment companies, certain former citizens or former long-term residents of the United States, partnerships or other pass-through entities, U.S. holders whose “functional currency” is not the U.S. dollar and persons who hold the 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 law.
      The U.S. federal income tax considerations set forth below are based upon the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, court decisions and rulings and pronouncements of the Internal Revenue Service (the “IRS”), now in effect, all of which are subject to change. 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 U.S. federal income tax consequences to the holders of the notes in the exchange offer. The IRS would not be precluded from taking a contrary position. As a result, the IRS might not agree with the tax consequences described below.
      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.
      The preceding discussion of material U.S. federal income tax considerations is for general information only and is not tax advice. Accordingly, each investor is urged to consult its own tax advisor as to the particular tax consequences to it of exchanging old notes for registered notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable law.

93

Table of Contents

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 180 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 180 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, PLLC 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 (Form 10-K) for the year ended December 31, 2004, and Psychiatric Solutions, Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements and management’s assessment are, and audited financial statements and management’s assessments 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

94

Table of Contents

covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
      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/A, filed with the SEC on August 1, 2005, 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 Company’s ability 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 of Ernst & Young LLP given on the authority of such firm as experts in accounting and auditing.
      The consolidated financial statements of Ramsay Youth Services, Inc. and Subsidiaries (“Ramsay”), as of December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002, incorporated in this prospectus by reference from Amendment No. 2 to the Registration Statement No. 333-110206 of Psychiatric Solutions, Inc. on Form S-2, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in Ramsay’s method of accounting for goodwill and other intangible assets effective January 1, 2002).
      The consolidated financial statements of Northern Healthcare Associates and Subsidiaries incorporated by reference herein have been audited by Selznick & Company, LLP, independent certified public accountants, to the extent and for the periods set forth in their independent auditors’ report incorporated herein by reference.
WHERE YOU CAN FIND MORE INFORMATION
      This prospectus summarizes material provisions of contracts and other documents that we refer you to. 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 at the SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 and at regional offices in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.
      We make available free of charge through our website, which you can find at www.psysolutions.com, our annual report 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 Securities Exchange Act of 1934, as amended, 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 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.

95

Table of Contents

      We are incorporating by reference the following documents, which we have previously filed with the SEC:
        (1) Consolidated Financial Statements of Ramsay Youth Services, Inc. and Subsidiaries as of December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 (incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-2, filed on December 18, 2003 (Reg. No. 333-110206));
 
        (2) Consolidated Financial Statements of Northern Healthcare Associates and Subsidiaries as of December 31, 2003 and 2002, and for the year ended December 31, 2003 and December 31, 2002 (incorporated by reference to our Current Report on Form 8-K/ A, filed on August 10, 2004);
 
        (3) 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/A, filed on August 1, 2005);
 
        (4) our Annual Report on Form 10-K for the year ended December 31, 2004;
 
        (5) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;
 
        (6) our Current Report on Form 8-K filed with the SEC on March 11, 2005;
 
        (7) our Current Report on Form 8-K filed with the SEC on April 22, 2005;
 
        (8) our Current Report on Form 8-K filed with the SEC on July 8, 2005;
 
        (9) our Current Report on Form 8-K/ A filed with the SEC on July 12, 2005;
 
        (10) our Current Report on Form 8-K filed with the SEC on July 14, 2005;
 
        (11) our Current Report on Form 8-K/A filed with the SEC on August 1, 2005;
 
        (12) our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 20, 2005; and
 
        (13) any 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 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) 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 address:
  Psychiatric Solutions, Inc.
  840 Crescent Centre Drive, Suite 460
  Franklin, Tennessee 37067
  Attention: Investor Relations
  (615) 312-5700

96

Table of Contents

(PSI LOGO)
 
Exchange Offer
for $220,000,000
73/4% Senior Subordinated
Notes due 2015
 

Table of Contents

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, judgements, 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 laws of the states or other jurisdictions of incorporation or organization and/or the provisions of the articles or certificates of incorporation or organization (or their equivalent) and the bylaws of

II-1

Table of Contents

substantially all of the subsidiary guarantors listed in the “Table of Additional Registrants” (the “Subsidiary Guarantors”) included in this Registration Statement provide indemnification provisions similar to those described above.
      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.
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) (the “2002 S-4 Amendment”)).
  2 .2   Amended and Restated Stock Purchase Agreement dated as of June 30, 2005 by and among Ardent Health Services LLC, Ardent Health Services, Inc., and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  2 .3   Agreement and Plan of Merger, dated April 8, 2003, by and among Psychiatric Solutions, Inc., PSI Acquisition Sub, Inc. and Ramsay Youth Services, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on April 10, 2003).
  2 .4   Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management, L.L.C., Brentwood, A Behavioral Health Company, L.L.C. and River Rouge, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2004).
  2 .5   Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management of MS, LLC, and Turner-Windham of Mississippi, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2004).
  2 .6   Asset Purchase Agreement, dated April 23, 2004, by and among Psychiatric Solutions, Inc., Fort Lauderdale Hospital, Inc., Millwood Hospital, L.P., PSI Pride Institute, Inc., PSI Summit Hospital, Inc., Fort Lauderdale Hospital Management, LLC, Millwood Health, LLC, Pride Institute, LLC and Summit Health, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on June 2, 2004).
  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   Amended and Restated Bylaws (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 .5   Certificate of Incorporation of Aeries Healthcare Corporation (incorporated by reference to Exhibit 3.4 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 .6   Articles of Incorporation of Aeries Healthcare of Illinois, Inc., as amended (incorporated by reference to Exhibit 3.6 to the 2003 Form S-4).
  3 .7*   Certificate of Incorporation of Ardent Health Services, Inc.
  3 .8*   Amended and Restated Certificate of Incorporation of Behavioral Healthcare Corporation.

II-2

Table of Contents

         
  3 .9*   Charter of BHC Alhambra Hospital, Inc.
  3 .10*   Charter of BHC Belmont Pines Hospital, Inc.
  3 .11*   Articles of Incorporation of BHC Cedar Crest RTC, Inc.
  3 .12*   Articles of Incorporation of BHC Cedar Vista Hospital, Inc.
  3 .13*   Charter of BHC Clinicas Del Este Hospital, Inc.
  3 .14*   Charter of BHC Columbus Hospital, Inc., as amended.
  3 .15*   Charter of BHC Fairfax Hospital, Inc.
  3 .16*   Charter of BHC Fort Lauderdale Hospital, Inc.
  3 .17*   Charter of BHC Fox Run Hospital, Inc.
  3 .18*   Charter of BHC Fremont Hospital, Inc.
  3 .19*   Charter of BHC Gulf Coast Management Group, Inc.
  3 .20*   Articles of Incorporation of BHC Health Services of Nevada, Inc.
  3 .21*   Charter of BHC Heritage Oaks Hospital, Inc.
  3 .22*   Certificate of Incorporation of BHC Hospital Holdings, Inc.
  3 .23*   Charter of BHC Intermountain Hospital, Inc.
  3 .24*   Charter of BHC Lebanon Hospital, Inc., as amended.
  3 .25*   Certificate of Incorporation of BHC Management Holdings, Inc.
  3 .26*   Charter of BHC Millwood Hospital, Inc.
  3 .27*   Articles of Incorporation of BHC Montevista Hospital, Inc.
  3 .28*   Charter of BHC of Northern Indiana, Inc., as amended.
  3 .29*   Charter of BHC Pacific Gateway Hospital, Inc.
  3 .30*   Articles of Incorporation of BHC Pacific Shores Hospital, Inc.
  3 .31*   Charter of BHC Pacific View RTC, Inc., as amended.
  3 .32*   Charter of BHC Pinnacle Pointe Hospital, Inc.
  3 .33*   Charter of BHC Properties, Inc.
  3 .34*   Articles of Incorporation of BHC Ross Hospital, Inc.
  3 .35*   Charter of BHC San Juan Capestrano Hospital, Inc.
  3 .36*   Charter of BHC Sierra Vista Hospital, Inc.
  3 .37*   Charter of BHC Spirit of St. Louis Hospital, Inc.
  3 .38*   Charter of BHC Streamwood Hospital, Inc.
  3 .39*   Charter of BHC Valle Vista Hospital, Inc.
  3 .40*   Charter of BHC Vista Del Mar Hospital, Inc.
  3 .41*   Articles of Incorporation of BHC Windsor Hospital, Inc.
  3 .42   Articles of Incorporation of Bountiful Psychiatric Hospital, Inc. (incorporated by reference to Exhibit 3.8 to the 2003 Form S-4).
  3 .43*   Charter of Brentwood Acquisition, Inc.
  3 .44*   Certificate of Incorporation of Brentwood Acquisition-Shreveport, Inc., as amended.
  3 .45*   Articles of Incorporation of Canyon Ridge Hospital, Inc.
  3 .46   Charter of Collaborative Care Corporation, as amended (incorporated by reference to Exhibit 3.10 to the 2003 Form S-4).
  3 .47*   Articles of Incorporation of Community Psychiatric Centers of Texas, Inc.
  3 .48   Articles of Incorporation of East Carolina Psychiatric Services Corporation, as amended (incorporated by reference to Exhibit 3.12 to the 2003 Form S-4).
  3 .49*   Articles of Incorporation of Fort Lauderdale Hospital, Inc.
  3 .50   Articles of Incorporation of Great Plains Hospital, Inc. (incorporated by reference to Exhibit 3.14 to the 2003 Form S-4).
  3 .51   Articles of Incorporation of Gulf Coast Treatment Center, Inc., as amended (incorporated by reference to Exhibit 3.16 to the 2003 Form S-4).

II-3

Table of Contents

         
  3 .52   Articles of Incorporation of H. C. Corporation (incorporated by reference to Exhibit 3.18 to the 2003 Form S-4).
  3 .53   Articles of Incorporation of Havenwyck Hospital Inc., as amended (incorporated by reference to Exhibit 3.22 to the 2003 Form S-4).
  3 .54   Articles of Incorporation of HSA Hill Crest Corporation (incorporated by reference to Exhibit 3.24 to the 2003 Form S-4).
  3 .55   Articles of Incorporation of HSA of Oklahoma, Inc. (incorporated by reference to Exhibit 3.26 to the 2003 Form S-4).
  3 .56*   Certificate of Incorporation of Indiana Psychiatric Institutes, Inc., as amended.
  3 .57   Certificate of Incorporation of InfoScriber Corporation, as amended (incorporated by reference to Exhibit 3.28 to the 2003 Form S-4).
  3 .58*   Articles of Incorporation of Laurelwood Center, Inc.
  3 .59*   Articles of Incorporation of Mesilla Valley Hospital, Inc.
  3 .60*   Articles of Incorporation of Mesilla Valley Mental Health Associates, Inc.
  3 .61   Articles of Incorporation of Michigan Psychiatric Services, Inc. (incorporated by reference to Exhibit 3.30 to the 2003 Form S-4).
  3 .62*   Certificate of Incorporation of Peak Behavioral Health Services, Inc., as amended.
  3 .63*   Restated Certificate of Incorporation of Premier Behavioral Solutions, Inc., as amended.
  3 .64*   Certificate of Incorporation of Premier Behavioral Solutions of Alabama, Inc., as amended.
  3 .65*   Certificate of Incorporation of Premier Behavioral Solutions of Florida, Inc., as amended.
  3 .66   Certificate of Incorporation PSI Cedar Springs Hospital, Inc. (incorporated by reference to Exhibit 3.34 to the 2003 Form S-4).
  3 .67   Charter of PSI Community Mental Health Agency Management, Inc. (incorporated by reference to Exhibit 3.36 to the 2003 Form S-4).
  3 .68   Certificate of Incorporation of PSI Hospitals, Inc. (incorporated by reference to Exhibit 3.38 to the 2003 Form S-4).
  3 .69*   Articles of Incorporation of PSI Pride Institute, Inc.
  3 .70*   Public Records Filing for New Business Entity for PSI Summit Hospital, Inc.
  3 .71   Certificate of Incorporation of PSI-EAP, Inc. (incorporated by reference to Exhibit 3.41 to the 2003 Form S-4).
  3 .72   Articles of Incorporation of Psychiatric Management Resources, Inc. (incorporated by reference to Exhibit 3.43 to the 2003 Form S-4).
  3 .73   Amended and Restated Charter of Psychiatric Practice Management of Arkansas, Inc. (incorporated by reference to Exhibit 3.45 to the 2003 Form S-4).
  3 .74   Third Amended and Restated Certificate of Incorporation of Psychiatric Solutions Hospitals, Inc. (incorporated by reference to Exhibit 3.47 to the 2003 Form S-4).
  3 .75   Charter of Psychiatric Solutions of Alabama, Inc. (incorporated by reference to Exhibit 3.49 to the 2003 Form S-4).
  3 .76*   Certificate of Incorporation of Psychiatric Solutions of Arizona, Inc.
  3 .77*   Charter of Psychiatric Solutions of Leesburg, Inc.
  3 .78   Charter of Psychiatric Solutions of North Carolina, Inc. (incorporated by reference to Exhibit 3.55 to the 2003 Form S-4).
  3 .79   Certificate of Incorporation of Psychiatric Solutions of Oklahoma, Inc. (incorporated by reference to Exhibit 3.57 to the 2003 Form S-4).
  3 .80*   Certificate of Incorporation of Psychiatric Solutions of South Carolina, Inc., as amended.
  3 .81   Charter of Psychiatric Solutions of Tennessee, Inc. (incorporated by reference to Exhibit 3.59 to the 2003 Form S-4).
  3 .82*   Charter of Psychiatric Solutions of Virginia, Inc., as amended.
  3 .83   Amended and Restated Certificate of Incorporation of Ramsay Managed Care, Inc. (incorporated by reference to Exhibit 3.61 to the 2003 Form S-4).

II-4

Table of Contents

         
  3 .84   Certificate of Incorporation of Ramsay Treatment Services, Inc. (incorporated by reference to Exhibit 3.63 to the 2003 Form S-4).
  3 .85   Certificate of Incorporation of Ramsay Youth Services of Georgia, Inc. (incorporated by reference to Exhibit 3.69 to the 2003 Form S-4).
  3 .86   Certificate of Incorporation of Ramsay Youth Services Puerto Rico, Inc. (incorporated by reference to Exhibit 3.73 to the 2003 Form S-4).
  3 .87   Certificate of Incorporation of RHCI San Antonio, Inc. (incorporated by reference to Exhibit 3.75 to the 2003 Form S-4).
  3 .88   Amended and Restated Charter of Solutions Center of Little Rock, Inc., as amended (incorporated by reference to Exhibit 3.77 to the 2003 Form S-4).
  3 .89   Amended and Restated Charter of Sunstone Behavioral Health, Inc., as amended (incorporated by reference to Exhibit 3.79 to the 2003 Form S-4).
  3 .90   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 .91   Certificate of Incorporation of Transitional Care Ventures, Inc. (incorporated by reference to Exhibit 3.95 to the 2003 Form S-4).
  3 .92   Certificate of Incorporation of Transitional Care Ventures (Texas), Inc., as amended (incorporated by reference to Exhibit 3.97 to the 2003 Form S-4).
  3 .93*   Certificate of Incorporation of Tucson Health Systems, Inc.
  3 .94*   Certificate of Incorporation of Wellstone Holdings, Inc.
  3 .95*   Certificate of Incorporation of Whisper Ridge of Staunton, Inc.
  3 .96*   Form of Amended and Restated Bylaws for the Corporations Listed in Exhibits 3.5 - 3.95.
  3 .97*   Articles of Organization of AHS Cumberland Hospital, LLC.
  3 .98*   Certificate of Formation of BHC Canyon Ridge Hospital, LLC.
  3 .99*   Certificate of Formation of BHC Management Services, LLC.
  3 .100*   Certificate of Formation of BHC Management Services of Indiana, LLC.
  3 .101*   Certificate of Formation of BHC Management Services of Kentucky, LLC, as amended.
  3 .102*   Certificate of Formation of BHC Management Services of Louisiana, LLC.
  3 .103*   Certificate of Formation of BHC Management Services of New Mexico, LLC, as amended.
  3 .104*   Certificate of Formation of BHC Management Services of Pennsylvania, LLC.
  3 .105*   Certificate of Formation of BHC Management Services of Streamwood, LLC, as amended.
  3 .106*   Certificate of Formation of BHC Management Services of Tulsa, LLC.
  3 .107*   Certificate of Formation of BHC Mesilla Valley Hospital, LLC, as amended.
  3 .108*   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.
  3 .109*   Certificate of Formation of BHC Northwest Psychiatric Hospital, LLC.
  3 .110*   Certificate of Formation of BHC Physician Services of Kentucky, LLC, as amended.
  3 .111*   Certificate of Formation of Columbus Hospital, LLC.
  3 .112*   Certificate of Formation of Lebanon Hospital, LLC.
  3 .113*   Certificate of Formation of Northern Indiana Hospital, LLC.
  3 .114*   Articles of Organization of Palmetto Behavioral Health System, L.L.C.
  3 .115*   Articles of Organization of Palmetto Lowcountry Behavioral Health, L.L.C.
  3 .116*   Articles of Organization of Palmetto Pee Dee Behavioral Health, L.L.C.
  3 .117*   Certificate of Formation of PSI Crossings, LLC.
  3 .118   Articles of Organization of PSI Texas Hospitals, LLC (incorporated by reference to Exhibit 3.40 to the 2003 Form S-4).
  3 .119   Articles of Organization of Therapeutic School Services, L.L.C. (incorporated by reference to Exhibit 3.93 to the 2003 Form S-4).
  3 .120*   Certificate of Formation of Valle Vista, LLC, as amended.

II-5

Table of Contents

         
  3 .121*   Articles of Organization of Wellstone Regional Hospital Acquisition, LLC, as amended.
  3 .122*   Certificate of Formation of Willow Springs, LLC.
  3 .123*   Form of Amended and Restated Operating Agreement for the Limited Liability Companies Listed in the Exhibits 3.97 - 3.122.
  3 .124*   Agreement of General Partnership of BHC of Indiana, General Partnership.
  3 .125*   Agreement of General Partnership of Bloomington Meadows, General Partnership.
  3 .126   General Partnership Agreement of H. C. Partnership (incorporated by reference to Exhibit 3.20 to the 2003 Form S-4).
  3 .127   Bylaws of H. C. Partnership (incorporated by reference to Exhibit 3.21 to the 2003 Form S-4).
  3 .128*   Agreement and Certificate of Partnership of Mesilla Valley General Partnership, as amended.
  3 .129*   Certificate of Limited Partnership of Millwood Hospital, L.P.
  3 .130*   Limited Partnership Agreement of Millwood Hospital, L.P.
  3 .131   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 .132   Limited Partnership Agreement of Neuro Institute of Austin, L.P. (incorporated by reference to Exhibit 3.33 to the 2003 Form S-4).
  3 .133   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 .134   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 .135   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 .136   Limited Partnership Agreement of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.84 to the 2003 Form S-4).
  3 .137   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 .138   Limited Partnership Agreement of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.86 to the 2003 Form S-4).
  3 .139   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 .140   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 .141   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 .142   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 3.142.
  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   Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on March 24, 2003 (incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement, filed January 22, 2003).
  4 .4   Indenture, dated as of June 30, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the 2003 Form S-4).
  4 .5   Form of Notes (included in Exhibit 4.4) (incorporated by reference to Exhibit 4.11 to the 2003 Form S-4).
  4 .6   Purchase Agreement, dated as of June 19, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. (incorporated by reference to Exhibit 4.12 to the 2003 S-4).

II-6

Table of Contents

         
  4 .7   Indenture, dated as of July 6, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, and 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 .8   Form of Notes (included in Exhibit 4.7) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  4 .9   Purchase Agreement, dated as of June 30, 2005, 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 4.3 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  4 .10   Exchange and Registration Rights Agreement, dated as of July 6, 2005, among Psychiatric Solutions, Inc., the subsidiary guarantors from time to time party thereto, and Citigroup Global Markets Inc. on behalf of Banc of America Securities LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Lehman Brothers Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  5 .1*   Opinion of Waller Lansden Dortch & Davis, PLLC.
  8 .1*   Opinion of Waller Lansden Dortch & Davis, PLLC.
  10 .1   Employment Agreement between Jack R. Salberg and Psychiatric Solutions, Inc., dated as of October 1, 2002 (incorporated by reference to Exhibit 10.14 to the 2002 10-K).
  10 .2   Second Amended and Restated Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of August 6, 2002 (incorporated by reference to Exhibit 10.16 to the 2002 10-K).
  10 .3   Amendment to Second Amended and Restated Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of November 26, 2003 (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the 2003 S-4).
  10 .4   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 .5   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 .6   Senior Unsecured Term Loan Agreement, dated as of July 1, 2005, by and among Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as sole lead arranger, sole book manager, syndication agent and documentation agent, and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  10 .7   Interest Rate Swap Agreement, dated January 28, 2004, between Bank of America, N.A. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
  10 .8   Confirmation of Interest Rate Swap Agreement, dated April 26, 2004, between Bank of America, N.A. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
  10 .9   Amended and Restated Psychiatric Solutions, Inc. 2003 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
  10 .10   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 .11   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 .12   Form of Incentive Stock Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 10.2 to the 1997 10-K).

II-7

Table of Contents

         
  10 .13   Form of Nonstatutory Stock Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 10 to the 1997 10-K).
  10 .14   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 .15   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 .16   Form of Outside Directors’ Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the 1997 10-K).
  10 .17   Psychiatric Solutions, Inc. Cash Bonus Policy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 22, 2005).
  12 .1*   Computation of Ratio 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 Deloitte & Touche LLP, Independent Auditors.
  23 .4*   Consent of Selznick & Company, LLP, Independent Auditors.
  23 .5*   Consent of Waller Lansden Dortch & Davis, PLLC (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 Wachovia 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
 
**  To be filed by amendment
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.
      (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.

II-8

Table of Contents

      (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-9

Table of Contents

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 5th day of August, 2005.
  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 of Directors, President and Chief Executive Officer
(Principal Executive Officer)		   August 5, 2005
 
/s/ Jack E. Polson
 
Jack E. Polson		   Chief Accounting Officer
(Principal Accounting Officer)		   August 5, 2005
 
/s/ William F. Carpenter III
 
William F. Carpenter III		   Director   August 5, 2005
 
/s/ Mark P. Clein
 
Mark P. Clein		   Director   August 5, 2005
 
/s/ Richard D. Gore
 
Richard D. Gore		   Director   August 5, 2005
 
/s/ Christopher Grant, Jr.
 
Christopher Grant, Jr.		   Director   August 5, 2005

II-10

Table of Contents

             
Signature   Title   Date
         
 
/s/ Ann H. Lamont
 
Ann H. Lamont		   Director   August 5, 2005
 
/s/ William M. Petrie, M.D.
 
William M. Petrie, M.D.		   Director   August 2, 2005
 
/s/ Edward K. Wissing
 
Edward K. Wissing		   Director   August 5, 2005

II-11

Table of Contents

POWER OF ATTORNEY
      Each director and/or officer of the registrant whose signature appears below hereby appoints Joey A. Jacobs and Brent Turner, as his attorney-in-fact to sign in his name and on his behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, and all amendments, including post-effective amendments, to this registration statement.
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 5th day of August, 2005.
  PSYCHIATRIC SOLUTIONS HOSPITALS, INC.
  INFOSCRIBER CORPORATION
  COLLABORATIVE CARE CORPORATION
  PSYCHIATRIC SOLUTIONS OF
     ALABAMA, INC.
  PSYCHIATRIC SOLUTIONS OF
     TENNESSEE, INC.
  SOLUTIONS CENTER OF LITTLE ROCK, INC.
  PSYCHIATRIC SOLUTIONS OF
     NORTH CAROLINA, INC.
  PSI COMMUNITY MENTAL HEALTH
     AGENCY MANAGEMENT, INC.
  PSYCHIATRIC MANAGEMENT RESOURCES,
     INC. PSI-EAP, INC.
  SUNSTONE BEHAVIORAL HEALTH, INC.
  THE COUNSELING CENTER OF MIDDLE
     TENNESSEE, INC.
  PSI CEDAR SPRINGS HOSPITAL, INC.
  PSYCHIATRIC SOLUTIONS OF
     OKLAHOMA, INC.
  AERIES HEALTHCARE CORPORATION
  AERIES HEALTHCARE OF ILLINOIS, INC.
  PSI HOSPITALS, INC.
  PSYCHIATRIC PRACTICE MANAGEMENT
     OF ARKANSAS, INC.
  BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
  EAST CAROLINA PSYCHIATRIC
     SERVICES CORPORATION
  GREAT PLAINS HOSPITAL, INC.
  GULF COAST TREATMENT CENTER, INC.
  HAVENWYCK HOSPITAL INC.
  H.C. CORPORATION
  HSA HILL CREST CORPORATION
  HSA OF OKLAHOMA, INC.
  MICHIGAN PSYCHIATRIC SERVICES, INC.
  RAMSAY MANAGED CARE, INC.
  RAMSAY TREATMENT SERVICES, INC.
  PREMIER BEHAVIORAL SOLUTIONS, INC.

II-12

Table of Contents

  PREMIER BEHAVIORAL SOLUTIONS OF
     ALABAMA, INC.
  PREMIER BEHAVIORAL SOLUTIONS OF
     FLORIDA, INC.
  RAMSAY YOUTH SERVICES OF
     GEORGIA, INC.
  RAMSAY YOUTH SERVICES PUERTO
     RICO, INC.
  PSYCHIATRIC SOLUTIONS OF SOUTH
     CAROLINA, INC.
  RHCI SAN ANTONIO, INC.
  TRANSITIONAL CARE VENTURES, INC.
  TRANSITIONAL CARE VENTURES
     (TEXAS), INC.
  BRENTWOOD ACQUISITION, INC.
  BRENTWOOD ACQUISITION-
     SHREVEPORT, INC.
  CANYON RIDGE HOSPITAL, INC.
  LAURELWOOD CENTER, INC.
  PEAK BEHAVIORAL HEALTH
     SERVICES, INC.
  PSI PRIDE INSTITUTE, INC.
  PSI SUMMIT HOSPITAL, INC.
  PSYCHIATRIC SOLUTIONS OF
     ARIZONA, INC.
  PSYCHIATRIC SOLUTIONS OF
     LEESBURG, INC.
  PSYCHIATRIC SOLUTIONS OF
     VIRGINIA, INC.
  TUCSON HEALTH SYSTEMS, INC.
  WHISPER RIDGE OF STAUNTON, INC.
  FORT LAUDERDALE HOSPITAL, INC.
  WELLSTONE HOLDINGS, INC.
  ARDENT HEALTH SERVICES, INC.
  BEHAVIORAL HEALTHCARE CORPORATION
  BHC ALHAMBRA HOSPITAL, INC.
  BHC BELMONT PINES HOSPITAL, INC.
  BHC CEDAR CREST RTC, INC.
  BHC CEDAR VISTA HOSPITAL, INC.
  BHC CLINICAS DEL ESTE HOSPITAL, INC.
  BHC COLUMBUS HOSPITAL, INC.
  BHC FAIRFAX HOSPITAL, INC.
  BHC FORT LAUDERDALE HOSPITAL, INC.
  BHC FOX RUN HOSPITAL, INC.
  BHC FREMONT HOSPITAL, INC.
  BHC GULF COAST MANAGEMENT
     GROUP, INC.
  BHC HEALTH SERVICES OF NEVADA, INC.
  BHC HERITAGE OAKS HOSPITAL, INC.
  BHC HOSPITAL HOLDINGS, INC.
  BHC INTERMOUNTAIN HOSPITAL, INC.
  BHC LEBANON HOSPITAL, INC.
  BHC MANAGEMENT HOLDINGS, INC.

II-13

Table of Contents

  BHC MILLWOOD HOSPITAL, INC.
  BHC MONTEVISTA HOSPITAL, INC.
  BHC OF NORTHERN INDIANA, INC.
  BHC PACIFIC GATEWAY HOSPITAL, INC.
  BHC PACIFIC SHORES HOSPITAL, INC.
  BHC PACIFIC VIEW RTC, INC.
  BHC PINNACLE POINTE HOSPITAL, INC.
  BHC PROPERTIES, INC.
  BHC ROSS HOSPITAL, INC.
  BHC SAN JUAN CAPESTRANO
     HOSPITAL, INC.
  BHC SIERRA VISTA HOSPITAL, INC.
  BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.
  BHC STREAMWOOD HOSPITAL, INC.
  BHC VALLE VISTA HOSPITAL, INC.
  BHC VISTA DEL MAR HOSPITAL, INC.
  BHC WINDSOR HOSPITAL, INC.
  COMMUNITY PSYCHIATRIC CENTERS OF
     TEXAS, INC.
  INDIANA PSYCHIATRIC INSTITUTES, INC.
  MESILLA VALLEY HOSPITAL, INC.
  MESILLA VALLEY MENTAL HEALTH
     ASSOCIATES, INC.

  By:  /s/ Brent Turner
 
 
  Name:        Brent Turner
  Title: Vice President
             
Signature   Title   Date
         
 
/s/ Joey A. Jacobs

 
Joey A. Jacobs		   President and Director of Each Registrant   August 5, 2005
 
/s/ Steven T. Davidson

 
Steven T. Davidson		   Vice President, Secretary and Director of Each Registrant   August 5, 2005
 
/s/ Jack E. Polson

 
Jack E. Polson		   Vice President and Assistant Secretary of Each Registrant
(Principal Accounting Officer)		   August 5, 2005
 
/s/ Brent Turner

 
Brent Turner		   Vice President and Director of CPC/Clinicas del Este, Inc. and PSI-EAP, Inc.   August 5, 2005
 
/s/ Jack R. Salberg

 
Jack R. Salberg		   President of Sunstone Behavioral Health, Inc.   August 5, 2005

II-14

Table of Contents

POWER OF ATTORNEY
      Each director and/or officer of the registrant whose signature appears below hereby appoints Joey A. Jacobs and Brent Turner, as his attorney-in-fact to sign in his name and on his behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, and all amendments, including post-effective amendments, to this registration statement.
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 5th day of August, 2005.
  THERAPEUTIC SCHOOL SERVICES, LLC
  RED ROCK SOLUTIONS, LLC
  PSI CROSSINGS, LLC
  PSI TEXAS HOSPITALS, LLC
  WELLSTONE REGIONAL HOSPITAL
     ACQUISITION, LLC
  PALMETTO BEHAVIORAL HEALTH
     SYSTEM, L.L.C
  PALMETTO LOWCOUNTRY BEHAVIORAL
     HEALTH, L.L.C.
  PALMETTO PEE DEE BEHAVIORAL
     HEALTH, L.L.C.
  BHC MANAGEMENT SERVICES, LLC
  BHC MANAGEMENT SERVICES OF INDIANA, LLC
  BHC MANAGEMENT SERVICES OF
     KENTUCKY, LLC
  BHC MANAGEMENT SERVICES OF
     LOUISIANA, LLC
  BHC MANAGEMENT SERVICES OF
     NEW MEXICO, LLC
  BHC MANAGEMENT SERVICES OF
     PENNSYLVANIA, LLC
  BHC MANAGEMENT SERVICES OF
     STREAMWOOD, LLC
  BHC MANAGEMENT SERVICES OF
     TULSA, 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

II-15

Table of Contents

  AHS CUMBERLAND HOSPITAL, LLC
  BHC CANYON RIDGE HOSPITAL, LLC
  BHC PHYSICIAN SERVICES OF
     KENTUCKY, LLC
  COLUMBUS HOSPITAL, LLC
  LEBANON HOSPITAL, LLC
  NORTHERN INDIANA HOSPITAL, LLC
  VALLE VISTA, LLC
  WILLOW SPRINGS, LLC

  By:  /s/ Brent Turner
 
 
  Name:        Brent Turner
  Title: Vice President
             
Signature   Title   Date
         
 
/s/ Joey A. Jacobs
 
Joey A. Jacobs		   President and Director of a Member of Each Registrant   August 5, 2005
 
/s/ Steven T. Davidson
 
Steven T. Davidson		   Vice President, Secretary and Director of a Member of Each Registrant   August 5, 2005
 
/s/ Jack E. Polson
 
Jack E. Polson		   Vice President and Assistant Secretary of a Member of Each Registrant (Principal Accounting Officer)   August 5, 2005

II-16

Table of Contents

POWER OF ATTORNEY
      Each director and/or officer of the registrant whose signature appears below hereby appoints Joey A. Jacobs and Brent Turner, as his attorney-in-fact to sign in his name and on his behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, and all amendments, including post-effective amendments, to this registration statement.
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 5th day of August, 2005.
  H.C. PARTNERSHIP
  By:  H.C. CORPORATION
      HSA HILL CREST CORPORATION,
  its general partners
  By:  /s/ Brent Turner
 
 
  Name:        Brent Turner
  Title: Vice President
  BHC OF INDIANA, GENERAL PARTNERSHIP
  By:  BHC COLUMBUS HOSPITAL, INC.
  BHC LEBANON HOSPITAL, INC.
  BHC OF NORTHERN INDIANA, INC.
  BHC VALLE VISTA HOSPITAL, INC.,
  its general partners
  By:  /s/ Brent Turner
 
 
  Name:        Brent Turner
  Title: Vice President
  BLOOMINGTON MEADOWS, G.P.
  By:  BHC OF INDIANA, GENERAL
  PARTNERSHIP, its Partner
      By:  BHC COLUMBUS HOSPITAL, INC.
  BHC LEBANON HOSPITAL, INC.
  BHC OF NORTHERN INDIANA, INC.
  BHC VALLE VISTA HOSPITAL, INC.,
  its general partners
   By:  /s/ Brent Turner
 
 
  Name:        Brent Turner
  Title: Vice President

II-17

Table of Contents

  By:  INDIANA PSYCHIATRIC INSTITUTES, INC., its Partner
 
  By:  /s/ Brent Turner
 
  Name:        Brent Turner
  Title: Vice President
  MESILLA VALLEY GENERAL PARTNERSHIP
  BY:  MESILLA VALLEY HOSPITAL, INC.
  MESILLA VALLEY MENTAL HEALTH
  ASSOCIATES, INC.,
  its general partners
   By:  /s/ Brent Turner
 
  Name:        Brent Turner
  Title: Vice President
             
Signature   Title   Date
         
 
/s/ Joey A. Jacobs
 
Joey A. Jacobs		   President and Director of the General Partner of Each Registrant   August 5, 2005
 
/s/ Steven T. Davidson
 
Steven T. Davidson		   Vice President, Secretary and Director of the General Partner of Each Registrant   August 5, 2005
 
/s/ Jack E. Polson
 
Jack E. Polson		   Vice President and Assistant Secretary of the General Partner of Each Registrant
(Principal Accounting Officer)		   August 5, 2005

II-18

Table of Contents

POWER OF ATTORNEY
      Each director and/or officer of the registrant whose signature appears below hereby appoints Joey A. Jacobs and Brent Turner, as his attorney-in-fact to sign in his name and on his behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, and all amendments, including post-effective amendments, to this registration statement.
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 5th day of August, 2005.
  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:  PSI TEXAS HOSPITALS, LLC, its general partner
   By:  /s/ Brent Turner
 
  Name:        Brent Turner
  Title: Vice President
             
Signature   Title   Date
         
 
/s/ Joey A. Jacobs
 
Joey A. Jacobs		   President and Director of the General Partner of Each Registrant   August 5, 2005
 
/s/ Steven T. Davidson
 
Steven T. Davidson		   Vice President, Secretary and Director of the General Partner of Each Registrant   August 5, 2005
 
/s/ Jack E. Polson
 
Jack E. Polson		   Vice President and Assistant Secretary of the General Partner of Each Registrant (Principal Accounting Officer)   August 5, 2005

II-19

Table of Contents

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) (the “2002 S-4 Amendment”)).
  2 .2   Amended and Restated Stock Purchase Agreement dated as of June 30, 2005 by and among Ardent Health Services LLC, Ardent Health Services, Inc., and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  2 .3   Agreement and Plan of Merger, dated April 8, 2003, by and among Psychiatric Solutions, Inc., PSI Acquisition Sub, Inc. and Ramsay Youth Services, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on April 10, 2003).
  2 .4   Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management, L.L.C., Brentwood, A Behavioral Health Company, L.L.C. and River Rouge, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2004).
  2 .5   Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management of MS, LLC, and Turner-Windham of Mississippi, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2004).
  2 .6   Asset Purchase Agreement, dated April 23, 2004, by and among Psychiatric Solutions, Inc., Fort Lauderdale Hospital, Inc., Millwood Hospital, L.P., PSI Pride Institute, Inc., PSI Summit Hospital, Inc., Fort Lauderdale Hospital Management, LLC, Millwood Health, LLC, Pride Institute, LLC and Summit Health, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on June 2, 2004).
  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   Amended and Restated Bylaws (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 .5   Certificate of Incorporation of Aeries Healthcare Corporation (incorporated by reference to Exhibit 3.4 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 .6   Articles of Incorporation of Aeries Healthcare of Illinois, Inc., as amended (incorporated by reference to Exhibit 3.6 to the 2003 Form S-4).
  3 .7*   Certificate of Incorporation of Ardent Health Services, Inc.
  3 .8*   Amended and Restated Certificate of Incorporation of Behavioral Healthcare Corporation.
  3 .9*   Charter of BHC Alhambra Hospital, Inc.
  3 .10*   Charter of BHC Belmont Pines Hospital, Inc.
  3 .11*   Articles of Incorporation of BHC Cedar Crest RTC, Inc.
  3 .12*   Articles of Incorporation of BHC Cedar Vista Hospital, Inc.
  3 .13*   Charter of BHC Clinicas Del Este Hospital, Inc.
  3 .14*   Charter of BHC Columbus Hospital, Inc., as amended.
  3 .15*   Charter of BHC Fairfax Hospital, Inc.
  3 .16*   Charter of BHC Fort Lauderdale Hospital, Inc.
  3 .17*   Charter of BHC Fox Run Hospital, Inc.
  3 .18*   Charter of BHC Fremont Hospital, Inc.

Table of Contents

         
  3 .19*   Charter of BHC Gulf Coast Management Group, Inc.
  3 .20*   Articles of Incorporation of BHC Health Services of Nevada, Inc.
  3 .21*   Charter of BHC Heritage Oaks Hospital, Inc.
  3 .22*   Certificate of Incorporation of BHC Hospital Holdings, Inc.
  3 .23*   Charter of BHC Intermountain Hospital, Inc.
  3 .24*   Charter of BHC Lebanon Hospital, Inc., as amended.
  3 .25*   Certificate of Incorporation of BHC Management Holdings, Inc.
  3 .26*   Charter of BHC Millwood Hospital, Inc.
  3 .27*   Articles of Incorporation of BHC Montevista Hospital, Inc.
  3 .28*   Charter of BHC of Northern Indiana, Inc., as amended.
  3 .29*   Charter of BHC Pacific Gateway Hospital, Inc.
  3 .30*   Articles of Incorporation of BHC Pacific Shores Hospital, Inc.
  3 .31*   Charter of BHC Pacific View RTC, Inc., as amended.
  3 .32*   Charter of BHC Pinnacle Pointe Hospital, Inc.
  3 .33*   Charter of BHC Properties, Inc.
  3 .34*   Articles of Incorporation of BHC Ross Hospital, Inc.
  3 .35*   Charter of BHC San Juan Capestrano Hospital, Inc.
  3 .36*   Charter of BHC Sierra Vista Hospital, Inc.
  3 .37*   Charter of BHC Spirit of St. Louis Hospital, Inc.
  3 .38*   Charter of BHC Streamwood Hospital, Inc.
  3 .39*   Charter of BHC Valle Vista Hospital, Inc.
  3 .40*   Charter of BHC Vista Del Mar Hospital, Inc.
  3 .41*   Articles of Incorporation of BHC Windsor Hospital, Inc.
  3 .42   Articles of Incorporation of Bountiful Psychiatric Hospital, Inc. (incorporated by reference to Exhibit 3.8 to the 2003 Form S-4).
  3 .43*   Charter of Brentwood Acquisition, Inc.
  3 .44*   Certificate of Incorporation of Brentwood Acquisition-Shreveport, Inc., as amended.
  3 .45*   Articles of Incorporation of Canyon Ridge Hospital, Inc.
  3 .46   Charter of Collaborative Care Corporation, as amended (incorporated by reference to Exhibit 3.10 to the 2003 Form S-4).
  3 .47*   Articles of Incorporation of Community Psychiatric Centers of Texas, Inc.
  3 .48   Articles of Incorporation of East Carolina Psychiatric Services Corporation, as amended (incorporated by reference to Exhibit 3.12 to the 2003 Form S-4).
  3 .49*   Articles of Incorporation of Fort Lauderdale Hospital, Inc.
  3 .50   Articles of Incorporation of Great Plains Hospital, Inc. (incorporated by reference to Exhibit 3.14 to the 2003 Form S-4).
  3 .51   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 .52   Articles of Incorporation of H. C. Corporation (incorporated by reference to Exhibit 3.18 to the 2003 Form S-4).
  3 .53   Articles of Incorporation of Havenwyck Hospital Inc., as amended (incorporated by reference to Exhibit 3.22 to the 2003 Form S-4).
  3 .54   Articles of Incorporation of HSA Hill Crest Corporation (incorporated by reference to Exhibit 3.24 to the 2003 Form S-4).
  3 .55   Articles of Incorporation of HSA of Oklahoma, Inc. (incorporated by reference to Exhibit 3.26 to the 2003 Form S-4).
  3 .56*   Certificate of Incorporation of Indiana Psychiatric Institutes, Inc., as amended.
  3 .57   Certificate of Incorporation of InfoScriber Corporation, as amended (incorporated by reference to Exhibit 3.28 to the 2003 Form S-4).
  3 .58*   Articles of Incorporation of Laurelwood Center, Inc.
  3 .59*   Articles of Incorporation of Mesilla Valley Hospital, Inc.

Table of Contents

         
  3 .60*   Articles of Incorporation of Mesilla Valley Mental Health Associates, Inc.
  3 .61   Articles of Incorporation of Michigan Psychiatric Services, Inc. (incorporated by reference to Exhibit 3.30 to the 2003 Form S-4).
  3 .62*   Certificate of Incorporation of Peak Behavioral Health Services, Inc., as amended.
  3 .63*   Restated Certificate of Incorporation of Premier Behavioral Solutions, Inc., as amended.
  3 .64*   Certificate of Incorporation of Premier Behavioral Solutions of Alabama, Inc., as amended.
  3 .65*   Certificate of Incorporation of Premier Behavioral Solutions of Florida, Inc., as amended.
  3 .66   Certificate of Incorporation PSI Cedar Springs Hospital, Inc. (incorporated by reference to Exhibit 3.34 to the 2003 Form S-4).
  3 .67   Charter of PSI Community Mental Health Agency Management, Inc. (incorporated by reference to Exhibit 3.36 to the 2003 Form S-4).
  3 .68   Certificate of Incorporation of PSI Hospitals, Inc. (incorporated by reference to Exhibit 3.38 to the 2003 Form S-4).
  3 .69*   Articles of Incorporation of PSI Pride Institute, Inc.
  3 .70*   Public Records Filing for New Business Entity for PSI Summit Hospital, Inc.
  3 .71   Certificate of Incorporation of PSI-EAP, Inc. (incorporated by reference to Exhibit 3.41 to the 2003 Form S-4).
  3 .72   Articles of Incorporation of Psychiatric Management Resources, Inc. (incorporated by reference to Exhibit 3.43 to the 2003 Form S-4).
  3 .73   Amended and Restated Charter of Psychiatric Practice Management of Arkansas, Inc. (incorporated by reference to Exhibit 3.45 to the 2003 Form S-4).
  3 .74   Third Amended and Restated Certificate of Incorporation of Psychiatric Solutions Hospitals, Inc. (incorporated by reference to Exhibit 3.47 to the 2003 Form S-4).
  3 .75   Charter of Psychiatric Solutions of Alabama, Inc. (incorporated by reference to Exhibit 3.49 to the 2003 Form S-4).
  3 .76*   Certificate of Incorporation of Psychiatric Solutions of Arizona, Inc.
  3 .77*   Charter of Psychiatric Solutions of Leesburg, Inc.
  3 .78   Charter of Psychiatric Solutions of North Carolina, Inc. (incorporated by reference to Exhibit 3.55 to the 2003 Form S-4).
  3 .79   Certificate of Incorporation of Psychiatric Solutions of Oklahoma, Inc. (incorporated by reference to Exhibit 3.57 to the 2003 Form S-4).
  3 .80*   Certificate of Incorporation of Psychiatric Solutions of South Carolina, Inc., as amended.
  3 .81   Charter of Psychiatric Solutions of Tennessee, Inc. (incorporated by reference to Exhibit 3.59 to the 2003 Form S-4).
  3 .82*   Charter of Psychiatric Solutions of Virginia, Inc., as amended.
  3 .83   Amended and Restated Certificate of Incorporation of Ramsay Managed Care, Inc. (incorporated by reference to Exhibit 3.61 to the 2003 Form S-4).
  3 .84   Certificate of Incorporation of Ramsay Treatment Services, Inc. (incorporated by reference to Exhibit 3.63 to the 2003 Form S-4).
  3 .85   Certificate of Incorporation of Ramsay Youth Services of Georgia, Inc. (incorporated by reference to Exhibit 3.69 to the 2003 Form S-4).
  3 .86   Certificate of Incorporation of Ramsay Youth Services Puerto Rico, Inc. (incorporated by reference to Exhibit 3.73 to the 2003 Form S-4).
  3 .87   Certificate of Incorporation of RHCI San Antonio, Inc. (incorporated by reference to Exhibit 3.75 to the 2003 Form S-4).
  3 .88   Amended and Restated Charter of Solutions Center of Little Rock, Inc., as amended (incorporated by reference to Exhibit 3.77 to the 2003 Form S-4).
  3 .89   Amended and Restated Charter of Sunstone Behavioral Health, Inc., as amended (incorporated by reference to Exhibit 3.79 to the 2003 Form S-4).
  3 .90   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 .91   Certificate of Incorporation of Transitional Care Ventures, Inc. (incorporated by reference to Exhibit 3.95 to the 2003 Form S-4).

Table of Contents

         
  3 .92   Certificate of Incorporation of Transitional Care Ventures (Texas), Inc., as amended (incorporated by reference to Exhibit 3.97 to the 2003 Form S-4).
  3 .93*   Certificate of Incorporation of Tucson Health Systems, Inc.
  3 .94*   Certificate of Incorporation of Wellstone Holdings, Inc.
  3 .95*   Certificate of Incorporation of Whisper Ridge of Staunton, Inc.
  3 .96*   Form of Amended and Restated Bylaws for the Corporations Listed in Exhibits 3.5 - 3.95.
  3 .97*   Articles of Organization of AHS Cumberland Hospital, LLC.
  3 .98*   Certificate of Formation of BHC Canyon Ridge Hospital, LLC.
  3 .99*   Certificate of Formation of BHC Management Services, LLC.
  3 .100*   Certificate of Formation of BHC Management Services of Indiana, LLC.
  3 .101*   Certificate of Formation of BHC Management Services of Kentucky, LLC, as amended.
  3 .102*   Certificate of Formation of BHC Management Services of Louisiana, LLC.
  3 .103*   Certificate of Formation of BHC Management Services of New Mexico, LLC, as amended.
  3 .104*   Certificate of Formation of BHC Management Services of Pennsylvania, LLC.
  3 .105*   Certificate of Formation of BHC Management Services of Streamwood, LLC, as amended.
  3 .106*   Certificate of Formation of BHC Management Services of Tulsa, LLC.
  3 .107*   Certificate of Formation of BHC Mesilla Valley Hospital, LLC, as amended.
  3 .108*   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.
  3 .109*   Certificate of Formation of BHC Northwest Psychiatric Hospital, LLC.
  3 .110*   Certificate of Formation of BHC Physician Services of Kentucky, LLC, as amended.
  3 .111*   Certificate of Formation of Columbus Hospital, LLC.
  3 .112*   Certificate of Formation of Lebanon Hospital, LLC.
  3 .113*   Certificate of Formation of Northern Indiana Hospital, LLC.
  3 .114*   Articles of Organization of Palmetto Behavioral Health System, L.L.C.
  3 .115*   Articles of Organization of Palmetto Lowcountry Behavioral Health, L.L.C.
  3 .116*   Articles of Organization of Palmetto Pee Dee Behavioral Health, L.L.C.
  3 .117*   Certificate of Formation of PSI Crossings, LLC.
  3 .118   Articles of Organization of PSI Texas Hospitals, LLC (incorporated by reference to Exhibit 3.40 to the 2003 Form S-4).
  3 .119   Articles of Organization of Therapeutic School Services, L.L.C. (incorporated by reference to Exhibit 3.93 to the 2003 Form S-4).
  3 .120*   Certificate of Formation of Valle Vista, LLC, as amended.
  3 .121*   Articles of Organization of Wellstone Regional Hospital Acquisition, LLC, as amended.
  3 .122*   Certificate of Formation of Willow Springs, LLC.
  3 .123*   Form of Amended and Restated Operating Agreement for the Limited Liability Companies Listed in the Exhibits 3.97 - 3.122.
  3 .124*   Agreement of General Partnership of BHC of Indiana, General Partnership.
  3 .125*   Agreement of General Partnership of Bloomington Meadows, General Partnership.
  3 .126   General Partnership Agreement of H. C. Partnership (incorporated by reference to Exhibit 3.20 to the 2003 Form S-4).
  3 .127   Bylaws of H. C. Partnership (incorporated by reference to Exhibit 3.21 to the 2003 Form S-4).
  3 .128*   Agreement and Certificate of Partnership of Mesilla Valley General Partnership, as amended.
  3 .129*   Certificate of Limited Partnership of Millwood Hospital, L.P.
  3 .130*   Limited Partnership Agreement of Millwood Hospital, L.P.
  3 .131   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 .132   Limited Partnership Agreement of Neuro Institute of Austin, L.P. (incorporated by reference to Exhibit 3.33 to the 2003 Form S-4).

Table of Contents

         
  3 .133   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 .134   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 .135   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 .136   Limited Partnership Agreement of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.84 to the 2003 Form S-4).
  3 .137   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 .138   Limited Partnership Agreement of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.86 to the 2003 Form S-4).
  3 .139   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 .140   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 .141   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 .142   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 3.142.
  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   Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on March 24, 2003 (incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement, filed January 22, 2003).
  4 .4   Indenture, dated as of June 30, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the 2003 Form S-4).
  4 .5   Form of Notes (included in Exhibit 4.4) (incorporated by reference to Exhibit 4.11 to the 2003 Form S-4).
  4 .6   Purchase Agreement, dated as of June 19, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. (incorporated by reference to Exhibit 4.12 to the 2003 S-4).
  4 .7   Indenture, dated as of July 6, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, and 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 .8   Form of Notes (included in Exhibit 4.7) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  4 .9   Purchase Agreement, dated as of June 30, 2005, 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 4.3 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  4 .10   Exchange and Registration Rights Agreement, dated as of July 6, 2005, among Psychiatric Solutions, Inc., the subsidiary guarantors from time to time party thereto, and Citigroup Global Markets Inc. on behalf of Banc of America Securities LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Lehman Brothers Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  5 .1*   Opinion of Waller Lansden Dortch & Davis, PLLC.
  8 .1*   Opinion of Waller Lansden Dortch & Davis, PLLC.
  10 .1   Employment Agreement between Jack R. Salberg and Psychiatric Solutions, Inc., dated as of October 1, 2002 (incorporated by reference to Exhibit 10.14 to the 2002 10-K).
  10 .2   Second Amended and Restated Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of August 6, 2002 (incorporated by reference to Exhibit 10.16 to the 2002 10-K).

Table of Contents

         
  10 .3   Amendment to Second Amended and Restated Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of November 26, 2003 (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the 2003 S-4).
  10 .4   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 .5   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 .6   Senior Unsecured Term Loan Agreement, dated as of July 1, 2005, by and among Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as sole lead arranger, sole book manager, syndication agent and documentation agent, and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
  10 .7   Interest Rate Swap Agreement, dated January 28, 2004, between Bank of America, N.A. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
  10 .8   Confirmation of Interest Rate Swap Agreement, dated April 26, 2004, between Bank of America, N.A. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
  10 .9   Amended and Restated Psychiatric Solutions, Inc. 2003 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
  10 .10   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 .11   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 .12   Form of Incentive Stock Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 10.2 to the 1997 10-K).
  10 .13   Form of Nonstatutory Stock Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 10 to the 1997 10-K).
  10 .14   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 .15   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 .16   Form of Outside Directors’ Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the 1997 10-K).
  10 .17   Psychiatric Solutions, Inc. Cash Bonus Policy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 22, 2005).
  12 .1*   Computation of Ratio 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 Deloitte & Touche LLP, Independent Auditors.
  23 .4*   Consent of Selznick & Company, LLP, Independent Auditors.
  23 .5*   Consent of Waller Lansden Dortch & Davis, PLLC (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 Wachovia Bank, National Association, as Trustee under the Indenture.

Table of Contents

         
  99 .1*   Form of Letter of Transmittal.
  99 .2*   Form of Notice of Guaranteed Delivery.
 
*   Filed herewith
 
**  To be filed by amendment
EX-3.7 2 g96520exv3w7.txt EX-3.7 CERTIFICATE OF INCORPORATION OF ARDENT HEALTH SERVICES, INC. EXHIBIT 3.7 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 12/27/2002 020801343 - 3608474 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, New Castle County, 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 die Corporation are entitled to vote and such shares being entitled to participation in dividends and to receive the remaining net asset 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 250 Nashville, Tennessee 37215 Stephen C. Petrovich One Burton Hills Boulevard Suite 250 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. 3 (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. 4 IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 27th day of December, 2002 and acknowledge the same to be my act. /s/ Stephen C. Petrovich -------------------------- Stephen C. Petrovich Incorporator 5 EX-3.8 3 g96520exv3w8.txt EX-3.8 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEHAVIORAL HEALTHCARE CORPORATION EXHIBIT 3.8 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 09/18/2002 020583477 - 2341629 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEHAVIORAL HEALTHCARE CORPORATION (A DELAWARE CORPORATION) Behavioral Healthcare Corporation, a corporation organized and existing under The laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the corporation is BEHAVIORAL HEALTHCARE CORPORATION. The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was June 24, 1993. The Certificate of Incorporation was previously amended and restated by means of an Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on December 28, 1993 and by means of an Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 31, 1995. The Certificate of Incorporation was again amended and restated by means of a Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 26, 1996. 2. This Amended and Restated Certificate of Incorporation restates and further amends the Certificate of Incorporation of the Corporation as heretofore amended. 3. The text of the original Certificate of Incorporation, as previously amended, is hereby amended to read as herein set forth in full. 4. The name of the corporation is BEHAVIORAL HEALTHCARE CORPORATION (the "Corporation"). 5. The purpose for which the corporation is being formed is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. 6. The address of the registered office of the Corporation in the state of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle. 7. The Corporation is for profit. 8. Simultaneously with the effective date of this Amended and Restated Certificate of Incorporation (the "Effective Date") all issued and outstanding shares of Common Stock ("Old Common Stock") shall automatically, without further action on the part of the Corporation or any holder of Old Common Stock, be and hereby are automatically combined and reclassified (the "Reverse Split") as follows: each 34,445 shares of Old Common Stock shall be combined and reclassified as one share of issued and outstanding Common Stock ("New Common Stock"). The Corporation shall not issue fractional shares on account of the Reverse Split. Instead, the Corporation will redeem any fractional shares which results from the Reverse Split at a price per shares equal to $3.43. Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock shall be entitled to receive upon surrender of such Old Common Stock certificates to the Corporation for cancellation, a certificate or certificates representing the number of whole shares of New Common Stock into which such former shares of Old Common Stock formerly represented by such old certificates so surrendered, are reclassified under the terms hereof. From and after the Effective Date, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares, all of which shares, no par value per share, are to be Common Stock. 9. After the Effective Date, the maximum number of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of New Common Stock, without par value, which shares may be issued from time to time and (1) may have such voting powers, full or limited, or no voting powers; (2) may be subject to redemption at such time or times and at such price or prices; (3) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate, or such conditions, and at such times; (4) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (5) may be made convertible into, or exchangeable for, shares of any other class or classes or of any series thereof of the Corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (6) shall have such other relative, participating, option or other special rights, qualifications, limitations or restrictions thereof; all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issuance of New Common Stock from time to time adopted by the Board of Directors pursuant to authority to do so which is hereby vested in the Board. 10. 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 (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 which involve intentional misconduct or a knowing violation of law, and (iii) under Section 174 of the General Corporation Law of Delaware. If the General Corporation Law of Delaware 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 extend permitted by the General Corporation Law of Delaware, 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. 11. 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 complete 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 amount 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 is settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, 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. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set for the in the General Corporation Law of Delaware; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Section 174 of the General Corporation Law of Delaware. 12. This Amended and Restated Certificate of Incorporation was duly adopted by written consent of the Board of Directors on September 16, 2002 and by the written consent of the sole shareholder of the Corporation in accordance with the applicable provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this 16th day of September, 2002. BEHAVIORAL HEALTHCARE CORPORATION /s/ Stephen C. Petrovich By: ----------------------------------------- Stephen C. Petrovich Senior Vice President and General Counsel EX-3.9 4 g96520exv3w9.txt EX-3.9 CHARTER OF BHC ALHAMBRA HOSPITAL, INC. EXHIBIT 3.9 CHARTER OF BHC ALHAMBRA HOSPITAL, 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 BHC Alhambra Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III --------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.10 5 g96520exv3w10.txt EX-3.10 CHARTER OF BHC BELMONT PINES HOSPITAL, INC. EXHIBIT 3.10 CHARTER OF BHC BELMONT PINES HOSPITAL, 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 BHC Belmont Pines Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ---------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.11 6 g96520exv3w11.txt EX-3.11 ARTICLES OF INCORPORATION OF BHC CEDAR CREST RTC, INC. EXHIBIT 3.11 ARTICLES OF INCORPORATION OF BHC CEDAR CREBT ETC,INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 3.01 of the Texas Business corporation Act, adopts the following Articles of Incorporation for each corporation: 1. The name of the corporation is BHC Cedar Crest RTC, Inc. (the "Corporation"). 2. The period of its duration is perpetual. 3. The purpose for which the corporation in organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. 4. The address of the registered Office of the corporation in Texas is 3500 8 I-35, Belton, Texas 96513. The Corporation's registered agent at the registered office is Richard N. Rickey. 5. The name and address of the incorporator of the Corporation is: Name Address J. Chase Cole 511 Union Street Nashville, Tennessee 37219 6. The number of directors of the Corporation may be fixed by the by-laws. The number of directors constituting the initial board of directors is two (2), and the names and addresses of each person who is to serve as director of the Corporation until the first annual meeting of the shareholders or until a successor is elected and qualified are: Name Address Edward K. Stack 520 Dekemont Lane Brentwood, Tenneessee 37027 Michael E. Davis 905 Santa Cruz Drive Keller, Texas 67248 7. The address of the principal office of the Corporation is 3500 S I-35, Balton, Texas 76513. 8. The corporation is for profit. 9. The aggregate number of shares which the corporation shall have the authority to issue is One Thousand one Hundred and Fifty (1,150) shares, of which l,000 shares shall be common stock, (the "Common Stock") and 150 shares shall be preferred stock ("the Preferred Stock") (collectively the Common and Preferred Stock shall be referred to as "Shares"), All of such Shares shall be without par value. I. COMMON STOCK 1. Rank. All shares of Common Stock will be identical and will entitle the holders thereof to the same rights and privileges. 2. Voting Rights. (a) Each outstanding share of Common Stock shall be entitled to vote on each matter on which the stockholders pf the Corporation shall be entitled to vote and each holder of Common Stock shall be entitled to one vote for each share of such stock held by such holder, except as herein after provided in this paragraph 2 and in Section 9.II, paragraph 3 hereof. (b) (i) The holders of Common Stock shall have the exclusive right, voting separately as a class, to elect up to four directors of the Corporation, the holders of Preferred Stock shall have the exculsive right, voting separately as a class, to elect one director, Such directors shall be elected at each meeting of the stockholders held for the purpose of electing directors. 2 (ii) Such right may be exercised either at a special meeting of the holders of Common Stock called as hereinafter provided, or at any annual meeting of the stockholders held for the purpose of electing directors or by the written consent of a majority of the holders of Common stock. (iii) At any meeting held for the purpose of electing directors at which the holders of Common Stock shall have the right to elect directors as provided, herein, the presence in person or by proxy of the holder of at least a majority of the then outstanding shares of Common Stock shall be required and be sufficient to constitute a quorum of such class for the election of directors by such class. At any such meeting or adjournment thereof (A) the absence of a quorum of the holders of Common Stock shall not prevent the election of directors other than those to be elected by the holders of stock of such class and the absence of a quorum or quorums of the holders of capital stock entitled to elect such other directors shall not prevent the election of directors to be elected by the holders of Common Stock and (B) in the absence of a quorum of the holders of any class of stock entitled to vote for the election of directors, a majority of the holders present in person or by proxy of such class shall have the power to adjourn the meeting for the election of directors which the holders of such class are entitled to elect, from time to time , without notice (except as required by law) other than announcement at the meeting, until a quorum shall be present. (iv) The term of office of the directors elected by the holders of Common Stock pursuant to paragraph (2) (b) (i) of this Section I shall terminate upon the election of their successors at any meeting of the holders of Common Stock for the purpose of electing directors. (v) In case of any vacancy occurring among the directors so elected, the holders of Common Stock then outstanding may, at a special meeting of the holders called as hereinafter provided above, elect a successor to hold office for the unexpired 3 term of such director whose place shall be vacant. A proper officer of the Corporation shall, upon the written, request of any holder of record of Common Stock then outstanding, addressed to the Secretary of the Corporation, call a special meeting of the holders of Common Stock. Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of the stockholders at the place for holding annual meetings of the stockholders of the Corporation or, if none, at a place designated by the Secretary of the Corporation. If such meeting shall not be called by the proper officer of the Corporation within 30 days after the personal service of such written request upon the Secretary of the Corporation, or within 30 days after mailing the sane within the United States, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), than the holders of record of 10% of the shares of Common Stock then outstanding may designate in writing a holder of Common Stock to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of the stockholders and shall be held at the same place as is elsewhere provided in this paragraph (2)(b)(v). Any holder of Common Stock which would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of the holders of Common Stock to be called pursuant to the provisions of this paragraph. Notwithstanding the provisions of this paragraph, however, no such special meeting shall be called during a period within 90 days immediately preceding the date fixed for the next annual meeting of the stockholders. II. PREFERRED STOCK 1. Rank. The Preferred Stock shall, except with respect to dividend and voting rights as hereinafter provided, rank pari passu with the Common Stock. Specifically, the Preferred Stock shall have no priority over the Common Stock on liquidation, winding up 4 and dissolution of the Corporation or otherwise except as expressly provided herein. (All equity securities, of the Corporation to which the Preferred Stock ranks prior (whether with respect to dividends or upon liquidation, dissolution, winding up or otherwise), including the Common Stock, are collectively referred to herein as the "Junior Securities." All equity securities of the Corporation with which the preferred Stock ranks on a parity (whether with respect to dividends or upon liquidation, dissolution, winding up or otherwise) are collectively referred to herein as the "Parity Securities." All equity securities of the Corporation to which the Preferred stock ranks junior, whether with respect to dividends or upon liquidation, dissolution, winding up or otherwise, are collectively referred to herein as the "Senior Securities"), Subject to paragraph 3(c) of this Section II, the Preferred Stock shall be subject to the creation of Junior Securities, Parity Securities and Senior Securities. 2. Dividends. (a) The holders of shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, non-cumulative, monthly cash dividends in an amount per share equal to one-twentieth of one percent (.05%) of the Corporation's Net Income for the preceding month as hereinafter defined. For purposes of this Section 2(a), "Net Income" for any period shall mean (i) "pre-tax income of the Corporation" for such period determined in, accordance with generally accepted accounting principles consistently applied, minus (ii) any interest income earned by the corporation during such period in respect of indebtedness of holders of Preferred Stock held by the Corporation (all of the foregoing being determined from the regularly prepared financial statements of the Corporation) minus (iii) an amount equal to 34% (thirty-four percent) of the amount of which results from the foregoing computation, provided, however, that if the highest federal income tax rate on corporate income increases or decreases after March 31, 1993, the foregoing percentage shall be changed to 5 such adjusted rate and, minus (iv) an amount equal to 10% (ten percent) of all additions to property, plant and equipment during such period. Such dividends shall be payable in arrears on the fifteenth day of each month for the preceding calendar month. Such dividends shall be paid to the holders of record at the close of business on the last day of the month preceding the month in which the dividend is required to be paid. Any dividend payments made with respect to Preferred Stock shall be made in cash, except that the Corporation may first offset against accrued but unpaid interest on any outstanding principal of any indebtedness owed by a holder of Preferred Stock, or any affiliate thereof, to the Corporation at the time the dividend is to be paid against seventy-five percent (75%) of such dividend. (b) All dividends paid with respect to shares of the Preferred Stock pursuant to paragraph (2) (a) of this section 9.II shall be paid pro rata to the holders entitled thereto. (c) (i) The holders of shares of the preferred Stock shall be entitled to receive the dividends provided for in paragraph (2) (a) of this Section 9.II In preference to and in priority over any dividends upon any of the Junior Securities. (ii) The Corporation shall not declare, pay or set apart for payment any dividend on any of the Junior Securities or make any payment on account of or set apart for payment money for a sinking or other similar fund for the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options, exercisable for or convertible into any of the Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than distributions or dividends in Junior Securities to the holders of Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Junior Securities so long as any shares of the Preferred Stock are outstanding, unless prior to or 6 concurrently with such declaration, payment, setting apart for payment, purchase, redemption or distribution, as the case may be, all accrued and unpaid dividends on shares of the Preferred Stock not paid on the dates provided for in paragraph (3)(a) of this Section II shall have been or be paid or set apart; for payment. (d) Subject to the foregoing provisions of this paragraph (2) and applicable law, the Board of Directors may declare and the Corporation may pay or set apart for payment dividends on any of the Junior Securities, or Parity Securities, may make any payment on account of or set apart for payment money for a sinking fund or other similar fund for the purchase, redemption or other retirement of, any of the Junior Securities or Parity Securities or any warrants, rights, calls or options, exercisable for or convertible into any of the Junior Securities or Parity Securities, and may make any distribution in respect thereof, either directly or indirectly, and whether in, cash, obligations or shares of the Corporation or other property, and may purchase or otherwise redeem any of the Junior Securities of Parity Securities or any warrants, rights or options exercisable for or convertible into any of the Junior Securities or Parity Securities, and the holders of the shares of the Preferred Stock shall not be entitled to share therein. 3. Voting Rights. (a) Each outstanding shares of Preferred stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote and each holder of Preferred Stock shall be entitled to one vote for each share of such stock held by such holder, except as hereinafter provided in this paragraph (3) or as otherwise provided by law. (b) (i) Notwithstanding the foregoing, the holders of Preferred Stock shall have the exclusive, rights, voting separately as a class, to elect one director of the Corporation, the remaining directors to be elected by the other class or classes of stock entitled to vote therefor, at each meeting of the stockholders held for the purpose of electing directors. 7 (ii) Such right may be exercised either at a special meeting of the holders of preferred Stock, called as hereinafter provided, or at any annual meeting of the stockholders held for the purpose of electing directors or by the written consent of a majority of the holders of Preferred Stock. (iii) At any meeting held for the purpose of electing directors at which the holders of Preferred Stock shall have the right to elect a director as provided herein, the presence in person or by proxy of the holders of at least a majority of the then outstanding shares of Preferred Stock shall be required and be sufficient to constitute a quorum of such class for the election of directors by such class. At any such meeting or adjournment thereof (A) the absence of a quorum of the holders of Preferred Stock shall not prevent the election of directors other than those to be elected by the holders of stock of such class and the absence of a quorum or quorums of the holders of capital stock entitled to elect such other directors shall not prevent the election of directors to be elected by the holders of Preferred Stock and (B) in the absence of a quorum of the holders of any class of stock entitled to vote for the election of directors, a majority of the holders present in person or by proxy of such class shall have the power to adjourn the meeting for the election of directors which the holders of such class are entitled to elect, from time to time, without notice (except as required by law) other than announcement at the meeting, until a quorum shall be present. (iv) The term of office of the director elected by the holders of Preferred Stock pursuant to paragraph (3)(b)(i) of this Section II shall terminate upon the election of his successor at any meeting of the holders of Preferred Stock for the purpose of electing directors. (v) In case of any vacancy occurring among the director so elected, the holders of Preferred Stock then outstanding may, at a special meeting of the holders called as hereinafter provided above, elect successor to hold office for 8 the unexpired term of such director whose place shall be vacant. A proper officer of the Corporation shall, upon the written request of any holder of record of Preferred Stock then outstanding, addressed to the Secretary of the Corporation, call a special meeting of the holders of Preferred Stock. Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of the stockholders at the place for holding annual meetings of the stockholders of the Corporation or, if none, at a place designated by the Secretary of the Corporation. If such meeting shall not be called by the proper officer of the Corporation within 30 days after the personal service of such written request upon the Secretary of the Corporation, or within 30 days after mailing the same within the United States, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the holders of record of 10% of the shares of Preferred Stock then outstanding may designate in writing a holder of Preferred Stock to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of the stockholders and shall be held at the same place as is elsewhere provided in this paragraph (3)(b)(v). Any holder of Preferred Stock which would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of the holders of Preferred Stock to be called pursuant to the provisions of this paragraph. Notwithstanding the provisions of this paragraph, however, no such special meeting shall be called during a period within 90 days immediately preceding the date fixed for the next annual meeting of the stockholders. (c) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock, voting as a class, change by amendment 9 to the Articles of Incorporation or otherwise, the terms and provisions of the Preferred Stock so as to affect materially and adversely the rights and preferences of the holders thereof or authorize the issuance of any Senior Securities or any securities exchangeable or convertible into any Senior Securities. (d) (i) The creation, authorization or issuance of any shares of any Junior Securities or Parity Securities, or the creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase way Junior Securities or Parity Securities, (ii) the creation of any indebtedness of any kind of the Corporation, or (iii) the increase or decrease in the amount of authorized capital stock of any class (including the Preferred Stock) or any increase, decrease or change in the par value of any such class other than the Preferred Stock, shall not require the consent of the holders of preferred Stock and shall not be deemed to affect adversely the rights, preferences, privileges and voting rights of shares of Preferred Stock. 10. The Corporation will not commence business until it has received for the issuance of Shares consideration of the value of One Thousand Dollars ($1,000), consisting of, money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000). 11. 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 (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 which involve intentional misconduct or a knowing violation of law, and (iii) under Section 3.41 of the Texas Business Corporation Act. If the Texas Business Corporation 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 Texas Business Corporation Act, as 10 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. 12. 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 complete 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 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 full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, 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. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in the event the board of directors determines that indemnification is not available under the 11 circumstances because the officer or director has not met the standard of conduct set forth in Section 2.02-1 of the Texas Business Corporation Act; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Section 2.41 of the Texas Business Corporation Act. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March, 1993. /s/ J. Chase Cole ----------------------- J. Chase Cole Incorporator Dated: March 25th, 1993 12 EX-3.12 7 g96520exv3w12.txt EX-3.12 ARTICLES OF INCORPORATION OF BHC CEDAR VISTA HOSPITAL, INC. EXHIBIT 3.12 ENDORSED FILED in the office of the Secretary of State of the State of California DEC 22 1993 MARCH FONG EU, Secretary of State ARTICLES OF INCORPORATION OF BHC CEDAR VISTA HOSPITAL, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 200 of the General Corporation Law of California adopts the following Articles of Incorporation for such corporation: 1. The name of the corporation is BHC Cedar Vista Hospital, Inc. (the "Corporation"). 2. The purpose of the 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. 3. The name and address in the State of California of this corporation's initial agent for services of process is: Lynn M. Horton, 7171 North Cedar Avenue, Fresno, Fresno County, California 93710. 4. The governing board of the Corporation shall be known as directors, and the number of directors shall be fixed by the bylaws. 5. The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock. All of such shares shall be without par value. 6. The liability of a director of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the General Corporation Law of California, 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. 7. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California General Corporation Law) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California General Corporation law, subject only to the applicable limits set forth in Section 204 of the California General Corporation law with respect to actions for breach of duty to the corporation and its shareholders. 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 from a company, the shares of which are owned in whole or in part by this Corporation, provided that any policy issued by such company is limited to the extent required by applicable law. IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of December, 1993. /s/ William F. Carpenter, III ----------------------------- William F. Carpenter, III Incorporator State of Tennessee County of Davidson On this 16th day of December, 1993, before me, a Notary Public personally appeared William F. Carpenter, III who acknowledged that he executed the above instrument. [ILLEGIBLE] ------------------------- Notary Public My Commission Expires: 3/25/95 4 EX-3.13 8 g96520exv3w13.txt EX-3.13 CHARTER OF BHC CLINICAS DEL ESTE HOSPITAL, INC. EXHIBIT 3.13 CHARTER OF BHC CLINICAS DEL ESTE HOSPITAL, 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 BHC Clinicas Del Este Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III. 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 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 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 subject to 2 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filed. 10. Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III --------------------------- William F. Carpenter III Incorporator Dated: November 22, 1996 EX-3.14 9 g96520exv3w14.txt EX-3.14 CHARTER OF BHC COLUMBUS HOSPITAL, INC., AS AMENDED EXHIBIT 3.14 CHARTER OF BHC COLUMBUS KOALA HOSPITAL, 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 BHC Columbus Koala Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 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 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------------- William F. Carpenter III Incorporator Dated: December 12, 1996 3 ARTICLES OF AMENDMENT TO THE CHARTER OF BHC COLUMBUS KOALA HOSPITAL, INC. To the Secretary of State of the State of Tennessee: Pursuant to the provisions of Section 48-20-101 et seq. of the Tennessee Code Annotated, the undersigned corporation adopts the following Articles of Amendment to its Charter. ARTICLE I The name of the corporation is BHC Columbus Koala Hospital, Inc. (the "Corporation"). ARTICLE II 1. The following amendment to the Charter of BHC Columbus Koala Hospital, Inc. changes the name of the Corporation to BHC Columbus Hospital, Inc. 2. Article I of the Charter is deleted in its entirety and the following is inserted in lieu thereof: ARTICLE I The name of the corporation is BHC Columbus Hospital, Inc. (the "Corporation"). The amendment was duly adopted by unanimous consent of Behavioral Healthcare Corporation, the sole shareholder of the Corporation, and the Board of Directors on August 12, 1997. Dated this 12 day of August, 1997. BHC COLUMBUS KOALA HOSPITAL, INC. By: /s/ [ILLEGIBLE] ------------------------ Title: Vice President EX-3.15 10 g96520exv3w15.txt EX-3.15 CHARTER OF BHC FAIRFAX HOSPITAL, INC. EXHIBIT 3.15 CHARTER OF BHC FAIRFAX HOSPITAL, 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 BHC Fairfax Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------------ William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.16 11 g96520exv3w16.txt EX-3.16 CHARTER OF BHC FORT LAUDERDALE HOSPITAL, INC. Exhibit 3.16 CHARTER OF BHC FORT LAUDERDALE HOSPITAL, 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 BHC Fort Lauderdale Hospital, Inc. (the "Corporation"). 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. INCORPORATOR. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. PRINCIPAL OFFICE. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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, times 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 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 2 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 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 share 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, establish or modify, in whole or in part, the preferences limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences limitations and relative rights: and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve or to recommend that the shareholders approve any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter, III ----------------------------- William F. Carpenter, III Incorporator Dated: October 16, 1996 3 EX-3.17 12 g96520exv3w17.txt EX-3.17 CHARTER OF BHC FOX RUN HOSPITAL, INC. EXHIBIT 3.17 CHARTER OF BHC FOX RUN HOSPITAL, 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 BHC Fox Run Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.18 13 g96520exv3w18.txt EX-3.18 CHARTER OF BHC FREMONT HOSPITAL, INC. EXHIBIT 3.18 CHARTER OF BHC FREMONT HOSPITAL, 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 BHC Fremont Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 to the extent mandated by law and only to activities of persons 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ---------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.19 14 g96520exv3w19.txt EX-3.19 CHARTER OF BHC GULF COAST MANAGEMENT GROUP, INC. EXHIBIT 3.19 CHARTER OF BHC GULF COAST MANAGEMENT GROUP, 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 BHC Gulf Coast Medical Group, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 500 Tallan Building, Two Union Square, Chattanooga, Tennessee 37402-2571. The Corporation's registered agent at the registered office is Corporation Service Company. 3. Incorporator. The name and address of the sole incorporator of the Corporation is Patricia O. Powers, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 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 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ Patricia O. Powers ------------------------------------- Patricia O. Powers Incorporator Dated: May 1, 1997 3 EX-3.20 15 g96520exv3w20.txt EX-3.20 ARTICLES OF INCORPORATION OF BHC HEALTH SERVICES OF NEVADA, INC. EXHIBIT 3.20 ARTICLES OF INCORPORATION OF BHC HEALTH SERVICES OF NEVADA, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 78.030 of the General Corporation Law of Nevada, adopts the following Articles of Incorporation for such corporation: 1. The name of the corporation is BHC Health Services of Nevada, Inc. (the "Corporation"). 2. The period of its duration is perpetual. 3. The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the General corporation Law of Nevada. 4. The address of the registered office of the Corporation in Nevada is 1240 East Ninth Street, Reno, Nevada 89512. The Corporation's registered agent at the registered office is Neal Cury. 5. The name and address of the incorporator of the Corporation is: Name Address J. Chase Cole 511 Union Street Nashville, Tennessee 37219 6. The governing board of the Corporation shall be known as directors, and the number of directors shall be fixed by the bylaws. The number of directors constituting the initial board of directors is two (2), and the names and addresses of each person who is to serve as director of the Corporation until the first annual meeting of the shareholders or until a successor is elected and qualified are: Name Address Edward A. Stack 520 Dekemont Lane Brentwood, Tennessee 37027 Michael E. Davis 905 Santa Cruz Drive Keller, Texas 67248 7. The address of the principal office of the Corporation is 1240 East Ninth Street, Reno, Nevada 89512. 8 The Corporation is for profit. 9. The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock. All of such shares shall be without par value. 10. 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 (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 which involve intentional misconduct, fraud or a knowing violation of law, and (iii) under Section 78.300 of the General Corporation Law of Nevada. If the General Corporation Law of Nevada 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 General Corporation Law of Nevada, 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. 12. 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, 2 any threatened, pending or complete 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 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 full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, 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. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 78.751 of the General Corporation Law of Nevada; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law, or (iii) under Section 78.300 of the General Corporation Law of Nevada. 3 IN WITNESS WHEREOF, I have hereunto set my hand this of 25th day of March, 1993. /s/ J. Chase Cole ----------------------------------- J. Chase Cole Incorporator State of Tennessee County of Davidson On this 25th day of march, 1993, before me, a Notary Public personally appeared J. Chase Cole who acknowledged that he executed the above instrument. [ILLEGIBLE] ----------------------------------- Notary Public My Commission expires: 3/25/95 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT I, Neal Cury, do hereby accept the appointment as Resident Agent or the above named Corporation. Dated this 26 day of March, 1993. [ILLEGIBLE] ----------------------------------- Neal Cury 4 EX-3.21 16 g96520exv3w21.txt EX-3.21 CHARTER OF BHC HERITAGE OAKS HOSPITAL, INC. EXHIBIT 3.21 CHARTER OF BHC HERITAGE OAKS HOSPITAL, 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 BHC Heritage Oaks Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ----------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.22 17 g96520exv3w22.txt EX-3.22 CERTIFICATE OF INCORPORATION OF BHC HOSPITAL HOLDINGS, INC. EXHIBIT 3.22 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 07/22/2002 020466482 - 3550083 CERTIFICATE OF INCORPORATION OF BHC HOSPITAL HOLDINGS, INC. FIRST: The name of the Corporation is BHC HOSPITAL HOLDINGS, INC, SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at that address is Corporation Service 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 Low of the State of Delaware. FOURTH: The total number of shares of capital stock that the Corporation shall have the authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share. FIFTH: The name and mailing address of the incorporator are as follows: Stephen C. Petrovich c/o Ardent Health Services, LLC 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 SIXTH: The Corporation is to have perpetual existence. SEVENTH: 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. EIGHTH: No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director; provided, however, that the foregoing 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 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. Ninth: The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, 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 and other matters referred to in or covered by said section, 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, 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. I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 22 day of July, 2002. /s/ Stephen C. Petrovich ----------------------------------- Stephen C. Petrovich Incorporator EX-3.23 18 g96520exv3w23.txt EX-3.23 CHARTER OF BHC INTERMOUNTAIN HOSPITAL, INC. EXHIBIT 3.23 CHARTER OF BHC INTERMOUNTAIN HOSPITAL, 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 BHC Intermountain Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 right 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III --------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.24 19 g96520exv3w24.txt EX-3.24 CHARTER OF BHC LEBANON HOSPITAL, INC., AS AMENDED EXHIBIT 3.24 CHARTER OF BHC LEBANON KOALA HOSPITAL, 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 BHC Lebanon Koala Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 of 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 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 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ---------------------------- William F. Carpenter III Incorporator Dated: December 12, 1996 3 ARTICLES OF AMENDMENT TO THE CHARTER OF BHC LEBANON KOALA HOSPITAL, INC. To the Secretary of State of the State of Tennessee: Pursuant to the provisions of Section 48-20-101 et seq. of the Tennessee Code Annotated, the undersigned corporation adopts the following Articles of Amendment to its Charter. ARTICLE I The name of the corporation is BHC Lebanon Koala Hospital, Inc. (the "Corporation"). ARTICLE II 1. The following amendment to the Charter of BHC Lebanon Koala Hospital, Inc. changes the name of the Corporation to BHC Lebanon Hospital, Inc. 2. Article I of the Charter is deleted in its entirety and the following is inserted in lieu thereof: ARTICLE I The name of the corporation is BHC Lebanon Hospital, Inc. (the "Corporation"). The amendment was duly adopted by unanimous consent of Behavioral Healthcare Corporation, the sole shareholder of the Corporation, and the Board of Directors on August 12, 1997. Dated this 12 day of August, 1997. BHC LEBANON KOALA HOSPITAL, INC. By: [ILLEGIBLE] ------------------ Title: Vice President EX-3.25 20 g96520exv3w25.txt EX-3.25 CERTIFICATE OF INCORPORATION OF BHC MANAGEMENT HOLDINGS, INC. EXHIBIT 3.25 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 07/22/2002 020466462 - 3550081 CERTIFICATE OF INCORPORATION OF BHC MANAGEMENT HOLDINGS, INC. FIRST: The name of the Corporation is BHC MANAGEMENT HOLDINGS, INC. SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is Corporation Service 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 total number of shares of capital stock that the Corporation shall have the authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share. FIFTH: The name and mailing address of the incorporator are as follows: Stephen C. Petrovich c/o Ardent Health Services, LLC 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 SIXTH: The Corporation is to have perpetual existence. SEVENTH: 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. EIGHTH: No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director, provided, however, that the foregoing 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 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. Ninth: The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, 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 and other matters referred to in or covered by said section, 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, 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. I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 22 day of July, 2002. /s/ Stephen C. Petrovich ---------------------------- Stephen C. Petrovich Incorporator 2 EX-3.26 21 g96520exv3w26.txt EX-3.26 CHARTER OF BHC MILLWOOD HOSPITAL, INC. EXHIBIT 3.26 CHARTER OF BHC MILLWOOD HOSPITAL, 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 BHC Millwood Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III 511, Union Street, Suite 2100 Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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. Limitations 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 in, 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.27 22 g96520exv3w27.txt EX-3.27 ARTICLES OF INCORPORATION OF BHC MONTEVISTA HOSPITAL, INC. EXHIBIT 3.27 ARTICLES OF INCORPORATION OF BHC MONTEVISTA HOSPITAL, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 78.030 of the General Corporation Law of Nevada, adopts the following Articles of Incorporation for such corporation: 1. The name of the corporation is BHC Montevista Hospital, Inc. (the "Corporation"). 2. The period of its duration is perpetual. 3. The purpose for which the corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the General Corporation Law of Nevada. 4. The address of the registered office of the Corporation in Nevada is 5900 West Rochelle Avenue, Las Vegas, Nevada 89103. The corporation's registered agent at the registered office is R. Dale Reynolds. 5. The name and address of the incorporator of the Corporation is:
Name Address ---- ------- J. Chase Cole 511 Union Street, Nashville, Tennessee 37219
6. The governing board of the Corporation shall be known as directors, and the number of directors shall be fixed by the bylaws. The number of directors constituting the initial board of directors is two (2), and the names and addresses of each person who is to serve as director of the Corporation until the first annual meeting of the shareholders or until a successor is elected and qualified are:
Name Address ---- ------- Edward A. Stack 520 Dekemont Lane Brentwood, Tennessee 37027 Michael E. Davis 905 Santa Cruz Drive Keller, Texas 67248
7. The address of the principal office of the Corporation is 5900 West Rochelle Avenue, Las Vegas, Nevada 89103. 8. The Corporation is for profit. 9. The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock. All of such shares shall be without par value. 10. 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 (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 which involve intentional misconduct, fraud or a knowing violation of law, and (iii) under Section 78.300 of the General Corporation Law of Nevada. If the General Corporation Law of Nevada 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 General Corporation Law of Nevada, 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. 12. 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) 2 who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete 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 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 full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, 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. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 78.751 of the General Corporation Law of Nevada; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of 3 law, or (iii) under Section 78.300 of the General Corporation Law of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March, 1993. /s/ J. Chase Cole -------------------------------- J. Chase Cole Incorporator State of Tennessee County of Davidson On this 25th day of March, 1993, before me, a Notary Public personally appeared J. Chase Cole who acknowledged that he executed the above instrument. /s/ [ILLEGIBLE] -------------------------------- Notary Public My Commission Expires: 3/25/95 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT I, R. Dale Reynolds, do hereby accept the appointment as Resident Agent of the above named corporation. Dated this 26th day of March, 1993. /s/ R. Dale Reynolds -------------------------------- R. Dale Reynolds 4 EX-3.28 23 g96520exv3w28.txt EX-3.28 CHARTER OF BHC OF NORTHERN INDIANA, INC., AS AMENDED EXHIBIT 3.28 CHARTER OF BHC PLYMOUTH KOALA HOSPITAL, 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 BHC Plymouth Koala Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 forgoing 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 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 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ----------------------------------- William F. Carpenter III Incorporator Dated: December 12, 1996 3 ARTICLES OF AMENDMENT TO THE CHARTER OF BHC PLYMOUTH KOALA HOSPITAL, INC. To the Secretary of State of the State of Tennessee: Pursuant to the provisions of Section 48-20-101 et seq. of the Tennessee Code Annotated, the undersigned corporation adopts the following Articles of Amendment to its Charter. ARTICLE I The name of the corporation is BHC Plymouth Koala Hospital, Inc. (the "Corporation"). ARTICLE II 1. The following amendment to the Charter of BHC Plymouth Koala Hospital, Inc. changes the name of the Corporation to BHC of Northern Indiana, Inc. 2. Article I of the Charter is deleted in its entirety and the following is inserted in lieu thereof: ARTICLE I The name of the corporation is BHC of Northern Indiana, Inc. (the "Corporation"). The amendment was duly adopted by unanimous consent of Behavioral Healthcare Corporation, the sole shareholder of the Corporation, and the Board of Directors on August 12, 1997. Dated this 12 day of August, 1997. BHC PLYMOUTH KOALA HOSPITAL, INC. By: [ILLEGIBLE] --------------------------- Title: Vice President EX-3.29 24 g96520exv3w29.txt EX-3.29 CHARTER OF BHC PACIFIC GATEWAY HOSPITAL, INC. EXHIBIT 3.29 CHARTER OF BHC PACIFIC GATEWAY HOSPITAL, 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 BHC Pacific Gateway Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 Director's 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), judgements, 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), judgements, 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 judgement 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------------- William F. Carpenter III Incorporator Dated: December 12, 1996 3 EX-3.30 25 g96520exv3w30.txt EX-3.30 ARTICLES OF INCORPORATION OF BHC PACIFIC SHORES HOSPITAL, INC. EXHIBIT 3.30 ARTICLES OF INCORPORATION OF BHC PACIFIC SHORES HOSPITAL, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 200 of the General Corporation Law of California adopts the following Articles of Incorporation for such corporation: 1. The name of the corporation is BHC Pacific Shores Hospital, Inc. 2. The purpose of the 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. 3. The name in the state of California of this corporation's initial agent for services of process is Corporation Service Company which will do business in California as CSC - Lawyers Incorporating Service. 4. The governing board of the Corporation shall be known as directors, and the number of directors shall be fixed by the by- laws. 5. The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock. All of such shares shall be without par value. 6. The liability of a director of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law, as May hereafter be 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. 7. The Corporation is authorized to provide indemnification of agents (as defined in section 317 of the General Corporation Law of California) to the fullest extent permissible under California law. The Corporation shall have the power to purchase and maintain insurance on behalf of any such agent against any liability asserted against or incurred by such agent in that capacity or arising out of such agent's status whether or not the Corporation would have the power to indemnify the agent against that liability under Section 317 of the General Corporation Law of California. IN WITNESS HEREOF, I have hereunto set my hand this 4th day of March 1996. /s/ Michael E. Davis ----------------------------------- Michael E. Davis Incorporator State of Tennessee County of Davidson On this 4th day of March, 1996, before me, a Notary Public personally appeared Michael E. Davis who acknowledged that he executed the above instrument. /s/ [ILLEGIBLE] -------------------- Notary Public My Commission Expires: 3/27/99 EX-3.31 26 g96520exv3w31.txt EX-3.31 CHARTER OF BHC PACIFIC VIEW RTC, INC., AS AMENDED EXHIBIT 3.31 (STAMP) CHARTER OF BHC PIONEER TRAIL HOSPITAL, 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 BHC Pioneer Trail Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. 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 of common stock, each share without 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 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 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 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 real 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ------------------------------------- William F. Carpenter III Incorporator Dated: December 12, 1996 3 ARTICLES OF AMENDMENT TO THE CHARTER OF BHC PIONEER TRAIL HOSPITAL, INC. To the Secretary of State of the State of Tennessee: Pursuant to the provisions of Section 48-20-101 et seq. of the Tennessee Code Annotated, the undersigned corporation adopts the following Articles of Amendment to its Charter. ARTICLE I The name of the corporation is BHC Pioneer Trail Hospital, Inc. (the "Corporation"). ARTICLE II 1. The following amendment to the Charter of BHC Pioneer Trail Hospital, Inc. changes the name of the Corporation to BHC Pacific View RTC, Inc. 2. Article I of the Charter is deleted in its entirety and the following is inserted in lieu thereof: ARTICLE I The name of the corporation is BHC Pacific View RTC, Inc. (the "Corporation"). The amendment was duly adopted by unanimous consent of Behavioral Healthcare Corporation, the sole shareholder of the Corporation, and the Board of Directors on August 12, 1997. Dated this 12 day of August, 1997. BHC PIONEER TRAIL HOSPITAL, INC. By: Michael Davis ------------------- Title: Vice President ------------------- EX-3.32 27 g96520exv3w32.txt EX-3.32 CHARTER OF BHC PINNACLE POINTE HOSPITAL, INC. EXHIBIT 3.32 CHARTER OF BHC PINNACLE POINTE HOSPITAL, 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 BHC Pinnacle Pointe Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III --------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.33 28 g96520exv3w33.txt EX-3.33 CHARTER OF BHC PROPERTIES, INC. EXHIBIT 3.33 CHARTER OF BHC PROPERTIES, 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 BHC Properties, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37215. 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 of common stock, each share without 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 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 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 subject to 2 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class, of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ----------------------------------- William F. Carpenter III Incorporator Dated: November 6, 1996 3 EX-3.34 29 g96520exv3w34.txt EX-3.34 ARTICLES OF INCORPORATION OF BHC ROSS HOSPITAL, INC. EXHIBIT 3.34 ARTICLES OR INCORPORATION OF BHC ROSS HOSPITAL, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 200 of the General Corporation Law of California adopts the following Articles of Incorporation for such corporation: 1. The name of the corporation is BHC Ross Hospital, Inc. (the "Corporation"). 2. The purpose of the 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. 3. The name and address in the State of California of this corporation's initial agent for services of process is Judy G. House, 111 Sir Francis Drake Blvd., Kentfield, California 94904. 4. The governing board of the Corporation shall be known as directors, and the number of directors shall be fixed by the by- laws . 5. The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock. All of such shares shall be without par value. 6. The liability of a director of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the General Corporation Law of California, 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. 7. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California General Corporation Law) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California General Corporation law, subject only to the applicable limits set forth in Section 204 of the California General Corporation law with respect to actions for breach of duty to the corporation and its shareholders. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which nay be asserted against him or her from a company, the shares of which are owned in whole or in part by this Corporation, provided that any policy issued by such company is limited to the extent required by applicable law. IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of November, 1994. /s/ Michael E. Davis ---------------------------------- Michael E. Davis chief Financial Officer Behavioral Healthcare corporation Incorporator State of Tennesses County of Davidson On this 23 day of November, 1994, before me, a Notary Public personally appeared Michael E. Davis who acknowledged that he executed the above instrument. /s/ [ILLEGIBLE] ---------------------------------- Notary Public My Commission Expires: My Commission Expires SEPT 27, 1997 EX-3.35 30 g96520exv3w35.txt EX-3.35 CHARTER OF BHC SAN JUAN CAPESTRANO HOSPITAL, INC. EXHIBIT 3.35 CHARTER OF BHC SAN JUAN CAPESTRANO HOSPITAL, 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 in BHC San Juan Capestrano Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 of 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 or a particular individual at the time of 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III ---------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.36 31 g96520exv3w36.txt EX-3.36 CHARTER OF BHC SIERRA VISTA HOSPITAL, INC. EXHIBIT 3.36 CHARTER OF BHC SIERRA VISTA HOSPITAL, 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 BHC Sierra Vista Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III -------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.37 32 g96520exv3w37.txt EX-3.37 CHARTER OF BHC SPIRIT OF ST. LOUIS HOSPITAL, INC. EXHIBIT 3.37 CHARTER OF BHC SPIRIT OF ST. LOUIS HOSPITAL, 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 BHC Spirit of St. Louis Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III -------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.38 33 g96520exv3w38.txt EX-3.38 CHARTER OF BHC STREAMWOOD HOSPITAL, INC. EXHIBIT 3.38 CHARTER OF BHC STREAMWOOD HOSPITAL, 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 BHC Streamwood Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F. Carpenter III -------------------------------------- William F. Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.39 34 g96520exv3w39.txt EX-3.39 CHARTER OF BHC VALLE VISTA HOSPITAL, INC. EXHIBIT 3.39 CHARTER OF BHC VALLE VISTA HOSPITAL, 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 BHC Valle Vista Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporation's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 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 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and (d) 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. 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ William F.Carpenter III ------------------------------------------ William F.Carpenter III Incorporator Dated: October 16, 1996 3 EX-3.40 35 g96520exv3w40.txt EX-3.40 CHARTER OF BHC VISTA DEL MAR HOSPITAL, INC. EXHIBIT 3.40 CHARTER OF BHC VISTA DEL MAR HOSPITAL, 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 BHC Vista Del Mar Hospital, Inc. (the "Corporation"). 2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. The Corporations's registered agent at the registered office is Michael E. Davis. 3. Incorporator. The name and address of the sole incorporator of the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219. 4. Principal Office. The address of the principal office of the Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37205. 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 of common stock, each share without 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 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 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 2 such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification 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 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 statue, 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 share 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, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of share before the issuance of any share of that class or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights, and (d) 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 11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer of significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation's employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located. /s/ WILLIAM F. CARPENTER III ---------------------------- William F. Carpenter III Incorporator Date: October 16, 1996 3 EX-3.41 36 g96520exv3w41.txt EX-3.41 ARTICLES OF INCORPORATION OF BHC WINDSOR HOSPITAL, INC. EXHIBIT 3.41 [SEAL] ARTICLES OF INCORPORATION (Under Chapter 1701 of the Ohio Revised Code) Profit Corporation The undersigned, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Ohio Revised Code, do hereby state the following: FIRST. The name of said corporation shall be BHC Windsor Hospital, Inc. SECOND. The place in Ohio where its principal office is to be located is 115 East Summit St. Chagrin Falls, Cuyahoga County, Ohio. (city, village or township) THIRD. The purpose(s) for which this corporation is formed is: (i) to own and/or operate private psychiatric hospitals, treatment centers, (ii) to provide related behavioral healthcare services and (iii) to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Ohio. FOURTH. The number of shares which the corporation is authorized to have outstanding is: (Please state whether shares are common or preferred, and their par value, if any. Shares will be recorded as common with no par value unless otherwise indicated.) One thousand (1,000) shares of common stock. All of such shares shall be without par value. IN WITNESS WHEREOF, we have hereunto subscribed our names, this 4th day of MARCH, 1996. By:/s/ Michael E. Davis ----------------------------, Incorporator Michael E. Davis By: ----------------------------, Incorporator By: ----------------------------, Incorporator PRINT OR TYPE INCORPORATORS' NAMES BELOW THEIR SIGNATURES. INSTRUCTIONS 1. The minimum fee for filing Articles of Incorporation for a profit corporation is $75.00. If Article Fourth indicates more than 750 shares of stock authorized, please see Section 111.16 (A) of the Ohio Revised Code or contact the Secretary or State's office (614-466-3910) to determine the correct fee. 2. Articles will be returned unless accompanied by an Original Appointment of Statutory Agent. Please see Section 1701.07 of the Ohio Revised Code. [SEAL] ORIGINAL APPOINTMENT OF STATUTORY AGENT The undersigned, being at least a majority of the incorporators of BHC Windsor Hospital, Inc., (name of corporation) hereby appoint CSC Lawyers Incorporating Service (name of agent) 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: 16 East Broad Street Columbus, Ohio 43215 (street address) (city) (zip code) NOTE: P.O. Box addresses are not acceptable. /s/ Michael E. Davis ---------------------------------- Michael E. Davis (Incorporator) ---------------------------------- (Incorporator) ---------------------------------- (Incorporator) ACCEPTANCE OF APPOINTMENT The undersigned, CSC Lawyers Incorporating Service, named herein as the statutory agent for BHC Windsor Hospital, Inc., (name of corporation) hereby acknowledges and accepts the appointment of statutory agent for said corporation. [ILLEGIBLE] ---------------------------------- Statutory Agent INSTRUCTIONS 1) Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.07(B), 1702.06(B). 2) The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A). 3) An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B). These signatures must be the same as the signatures on the articles of incorporation. * As of October 8, 1992, R.C. 1701.07(B) will be amended to require acknowledgement and acceptance by the appointed statutory agent. (DOMESTIC/FOREIGN-SUCCESSOR) AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED SUCCESSOR REGISTERED AGENT To The State Corporation Commission State of New Mexico STATE OF DELAWARE ) )SS.: COUNTY OF NEW CASTLE ) On this 14TH day of MARCH, 1997, before me, a Notary Public in and for the State and County aforesaid, personally appeared MAUREEN W. CULLEN, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he/she does hereby accept appointment as the Successor Registered Agent of MESILLA VALLEY HOSPITAL, INC., which is a (1)_______________ Business Corporation authorized to transact business in the State of New Mexico pursuant to the provisions of the Business Corporation Act of the State of New Mexico. ---------------------------------------------------------- Registered Agent's Signature (Individual) OR CORPORATION SERVICE COMPANY Registered Agent's Name (Corporation) By /s/ [ILLEGIBLE] ------------------------------------------------------- Signature of Corporate Agent's President/Vice-President /s/ PAMELA LYNN SIMPSON - ----------------------- NOTARY PUBLIC PAMELA LYNN SIMPSON NOTARY PUBLIC OF DELAWARE MY COMMISSION EXPIRES: APPOINTED MARCH 22,1995 TERM 4 YEARS (NOTARY SEAL) NOTE: 1. Insert State of Incorporation. 2. If the Agent is a Corporation then the affidavit must be executed by the President or Vice-President of the corporation. NMSCC - CD FORM RA - 5 EX-3.43 37 g96520exv3w43.txt EX-3.43 CHARTER OF BRENTWOOD ACQUISITION, INC. EXHIBIT 3.43 CHARTER OF BRENTWOOD ACQUISITION, INC. The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended (the "Act"), adopts the following charter for such corporation: 1. The name of the corporation thereinafter called the "Corporation" is: BRENTWOOD ACQUISITION, INC. 2. The Corporation is for profit. 3. The street address of the Corporation's principal office is: 315 Deaderick Street, Suite 2700 Nashville, TN 37238 County of Davidson 4. (a) The name of the Corporation's initial registered agent is National Registered Agents, Inc. (b) The street address of the Corporation's initial registered office in Tennessee is: 1900 Church Street, Suite 400 Nashville, TN 37238 County of Davidson 5. The name and address of the incorporator is: Melissa J. Hogan, Esq. 315 Deaderick Street, Suite 2700 Nashville, TN 37238 County of Davidson 6. The Corporation is organized to do any and all things and to exercise any and all powers, rights, and privileges that a corporation may now or hereafter be organized to do, or to exercise, under the Act. 7. The total number of shares of stock that the Corporation is authorized to issue is 1.000 shares of common stock, no par value per share. 8. The shareholders of the Corporation shall not have preemptive rights. 9. To the fullest extent permitted by the Act as in effect on the date hereof and as hereafter amended from time to time, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Act or any successor statute is amended after adoption of this provision 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 from time to time. Any repeal or modification of this Article 9 by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time. Dated: January 30, 2004 /s/ Melissa J. Hogan ------------------------------ Melissa J. Hogan, Incorporator 2 EX-3.44 38 g96520exv3w44.txt EX-3.44 CERTIFICATE OF INCORPORATION OF BRENTWOOD ACQUISTION-SHREVEPORT, INC., AS AMENDED EXHIBIT 3.44 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF LOUISIANA, 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 Louisiana, 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 Matt N. Thomson, Jr., 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: Joey A. Jacobs Steven T. Davidson Both are located at: 113 Seaboard Lane, 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 international 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. IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 10th day of December, 2003 and acknowledge the same to be my act. /s/ Matt N. Thomson, Jr. -------------------------- Matt N. Thomson, Jr., Esq. Incorporator 5 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF LOUISIANA, INC. Psychiatric Solutions of Louisiana, 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 Brentwood Acquisition-Shreveport, 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 26th day of February, 2004. PSYCHIATRIC SOLUTIONS OF LOUISIANA, INC. By: /s/ Joey A. Jacobs ------------------------------------ Name: Joey A. Jacobs Title: President EX-3.45 39 g96520exv3w45.txt EX-3.45 ARTICLES OF INCORPORATION OF CANYON RIDGE HOSPITAL, INC. Exhibit 3.45 ARTICLES OF INCORPORATION OF CANYON RIDGE HOSPITAL, INC. The undersigned, an authorized natural person, for the purpose of forming a corporation under the provisions and subject to the requirements of the General Corporation Law of the State of California, hereby certifies that: ARTICLE I NAME The name of the corporation is Canyon Ridge Hospital, Inc. (hereinafter called the "Corporation"). ARTICLE II PURPOSE The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation of 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. ARTICLE III REGISTERED AGENT The name in the State of California of the Corporation's initial agent for service of process is: National Registered Agents, Inc. ARTICLE IV CAPITALIZATION The Corporation is authorized 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"). IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 25th day of April, 2005. /s/ John J. Faldetta, Jr. ----------------------------------- John J. Faldetta, Jr., Incorporator EX-3.47 40 g96520exv3w47.txt EX-3.47 ARTICLES OF INCORPORATION OF COMMUNITY PSYCHIATRIC CENTERS OF TEXAS, INC. EXHIBIT 3.47 ARTICLES OF INCORPORATION OF COMMUNITY PSYCHIATRIC CENTERS OF TEXAS, INC. I, the undersigned natural person of the age of eight 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: Community Psychiatric Centers of Texas, Inc. ARTICLE II The period of its duration is perpetual. ARTICLE III The purpose for which this corporation is organized is to own and operate psychiatric hospitals and related facilities and, in addition, to engage in any other act, activity and/or business for which corporations may be organized under the Texas Business Corporation Act; provided, however, that this corporation shall not transact any business in this state which is prohibited by Article 2.01-B of the Texas Business Corporation Act, as amended. ARTICLE IV The aggregate number of shares which the corporation shall have authority to issue is One Hundred Thousand (100,000) of the par value of One Dollar ($1.00) per share. The corporation may purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor. ARTICLE V The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand and no/100 Dollars ($1,000.00), consisting of money, labor done or property actually received. ARTICLE VI No shareholder of this corporation shall have, by reason of his holding shares of any class of stock of this corporation, any preemptive or preferential right to purchase or subscribe for any shares (including treasury shares) of any class of stock of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other security convertible into or carrying options, warrants or rights to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any shares or such notes, debentures, bonds or other security would adversely affect the dividend or voting rights of any such shareholder, other than such rights, if any, as the Board of Directors, at its discretion, from time to time may grant, and at such price as the Board of Directors at its discretion may fix; and the Board of Directors may issue shares of any class of stock of this corporation or any notes, debentures, bonds or other securities convertible into or carrying options, warrants or rights to purchase shares of any class without offering any such shares of any class or such notes, debentures, bonds or other security either in whole or in part to the existing share-holders of any class. ARTICLE VII All of the corporation's directors and officers and former directors and officers and all persons who may have served at this corporation's request as a director or officer of another corporation in which this corporation owns shares of capital stock or of which this corporation is a creditor, shall be indemnified against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them are made parties, or a party, by reason of being or having been directors or officers or a director or officer of this corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct. The foregoing right to indemnification shall include reimbursement of the amounts and expenses paid or incurred in settlement of any such action, suit or proceeding if settlement thereof or a plea of nolo contendere (or other plea of substantially the same import and effect) in the opinion of counsel for this corporation appears to be in the interest of this corporation. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or under any bylaws, agreement, vote of shareholders or otherwise. ARTICLE VIII The right to cumulate votes in the election of directors and/or cumulative voting by any shareholder is hereby expressly denied. ARTICLE IX The Board of Directors is expressly authorized to adopt, alter and amend the bylaws of the corporation. -2- ARTICLE X The street address of the corporation's initial registered office is: Republic National Bank Building, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T Corporation System. ARTICLE XI 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 shareholders and until his successor or successors are elected and qualified is:
NAME ADDRESS ---- --------- James W. Conte 2130 E. Fourth Street Santa Anna, California 92705
ARTICLE XII The name and address of the incorporator is:
NAME ADDRESS ---- ------- Robert R. Little 1000 Mercantile Dallas Building Dallas, Texas 75201
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of May, 1981. /s/ Robert R. Little -------------------- Robert R. Little THE STATE OF TEXAS ss COUNTY OF DALLAS ss I, LINDA KAY HILL, a Notary Public, do hereby certify that on this 18th day of May, 1981, personally appeared before me Robert R. Little, who being by me first duly sworn, declared that he signed the foregoing documents as incorporator and that the statements therein contained are true. /s/ Linda Kay Hill --------------------------------- Notary Public in and for Dallas County, Texas. My commission expires: 9-19-84 -3- EX-3.49 41 g96520exv3w49.txt EX-3.49 ARTICLES OF INCORPORATION OF FORT LAUDERDALE HOSPITAL, INC. EXHIBIT 3.49 ARTICLES OF INCORPORATION OF FORT LAUDERDALE HOSPITAL, 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: The name of the corporation is Fort Lauderdale Hospital, Inc. (hereinafter referred to as the "Corporation"). Article II: The principal place of business and mailing address of this Corporation is 113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067. Article III: The number of shares of stock that the Corporation is authorized to have outstanding at any one time is one thousand (1,000), all of which are without par value and classified as Common shares. Article IV: The name and address of the initial registered agent of the Corporation is NRAI Services, Inc., 526 East Park Avenue, Tallahassee, Florida 32301. The written acceptance of the initial registered agent, as required by the provisions of Section 607.0501(3) of the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part hereof. Article V: The name and street address of the incorporator to these Articles of Incorporation is:
NAME ADDRESS - --------------- ---------------------------------------------- Greg Giffen,Esq. Harwell Howard Hyne Gabbert & Manner, P.C. 315 Deaderick Street, Suite 1800 Nashville, Tennessee 37238-1800
Article VI: The names, street addresses and titles of the initial officers and directors of the Corporation are:
NAME ADDRESS TITLE ---- ------- ------ Joey A. Jacobs 113 Seaboard Lane, Suite C-100 President and Director Franklin, Tennessee 37067 Steven T. Davidson 113 Seaboard Lane, Suite C-100 Vice President, Secretary and Franklin, Tennessee 37067 Director
Article VII: 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 Articles 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. Article VIII: The period of duration of the Corporation is perpetual. Article IX: The Corporation shall, to the fullest extent legally permissible under the provisions of the Florida Business Corporation Act, 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 any other 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. The undersigned incorporator has executed these Articles of Incorporation this 30th day of March, 2004. /s/ Greg Giffen ---------------------------------------- Greg Giffen, Incorporator Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in these Articles of Incorporation, 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. NRAI SERVICES, INC. By:/s/ Charles Coyle ------------------------------------ Charles Coyle -- Assistant Secretary Date: March 31, 2004 2 EX-3.56 42 g96520exv3w56.txt EX-3.56 CERTIFICATE OF INCORPORATION OF INDIANA PSYCHIATRIC INSTITUTES, INC., AS AMENDED EXHIBIT 3.56 CERTIFICATE OF INCORPORATION OF INDIANA PSYCHIATRIC INSTITUTES, 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 "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter referred to as the "Corporation") is INDIANA PSYCHIATRIC INSTITUTES, 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, City of Wilmington, 19801, County of New Castle 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 nature of the business of the Corporation and the purposes to be conducted or promoted by the Corporation are (i) to construct, acquire, lease, operate, manage, own and/or sell psychiatric hospitals and related facilities; and (ii) 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 name and mailing address of the incorporator are as follows: Name Mailing Address William J. Mutryn 1920 L Street, N.W. Suite 500, Washington, D.C. 20036 FIFTH: The Corporation shall be authorized to issue Fifty Thousand (50,000) shares of common stock, having a par value of One Cent ($0.01) per share and being voting stock. SIXTH: Stockholders shall not have the pre-emptive right to subscribe to any additional issues of stock or other securities or debt instruments of the Corporation. SEVENTH: The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws. EIGHTH: The Corporation is to have perpetual existence. NINTH: 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 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 this 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 creditor, 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 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. TENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders, or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The phrase "whole Board" or "total number of directors", or terms of like import, shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. 2. After the original or other Bylaws of the Corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend or repeal the Bylaws of the Corporation may be exercised by the Board of Directors of the Corporation. ELEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware as the Bylaws may provide. The books of the Corporation may be kept (subject to any statutory provisions) outside the State of Delaware at such place or places as may be designated from time to time or at any time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation may, 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, and the indemnification provided for herein shall be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders 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 director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. THIRTEENTH: No contract or other transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable or in any way affected solely for this reason, or solely because the director or officer is present at, or participates in, the meeting of the Board of Directors, or committee thereof, which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 1. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors or the committee at which action upon any such contract or transaction shall be taken and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or 2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; and 3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders, as the case may be. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Any director, personally and individually, may be a party to, or may be interested in, any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors at which action upon such contract or transaction shall be taken and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Article shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. FOURTEENTH: From time to time, or at any time, any of the provisions of this Certificate of Incorporation may be amended, altered or repealed and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article. FIFTEENTH: Directors of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty except 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 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 a director derived an improper personal benefit. SIXTEENTH: The stockholders shall not have the right to cumulative voting. SEVENTEENTH: The affirmative vote of fifty-one percent (51%) of the shares entitled to vote on any matter shall be the act of the stockholders. The undersigned, being the incorporator of the Corporation, does hereby make, file and record this Certificate of Incorporation and does hereby certify that the facts herein stated are true. Signed on October 20, 1989. /s/ William J Mutryn ------------------------------------ William J Mutryn Incorporator STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/13/1993 930145040 - 2211192 ARTICLES OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF INDIANA PSYCHIATRIC INSTITUTE, INC. Indiana Psychiatric Institutes, 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: 1. The Certificate of Incorporation of the Corporation, as originally filed on October 20, 1989, is hereby amended by deleting in its entirety Article Fifth and replacing Article Fifth with the following: FIFTH: The Corporation shall be authorized to issue Two Hundred Thousand (200,000) shares of common stock, having a par value of One Cent .($.01) per share, end being voting stock. 2. The Board of Directors of the Corporation on January 11, 1993, approved the amendment and directed that it be submitted to the stockholders for approval. 3 The amendment described above was duly adopted by written consent in lieu of a meeting by those stockholders of the Corporation holding not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote were present and voted, dated January 11, 1993 in accordance with Section 228 (a) of the General Corporation Law of the State of Delaware. The Corporation has caused these Articles of Amendment to be signed by its President and attested to by its secretary this 11th day of January, 1993. /s/ George Chopivsky, Jr. --------------------------- George Chopivsky, Jr. President Attest: /s/ Bernard G. Barczak --------------------------- Bernard G. Barczak Secretary STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/10/1993 931325123 - 2211192 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF INDIANA PSYCHIATRIC INSTITUTES, INC. INDIANA PSYCHIATRIC INSTITUTES, 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: l. The Certificate of Incorporation of the Corporation, as originally filed on October 20, 1989 and as amended on January 13, 1993, is hereby amended by deleting in its entirety Article THIRTEENTH and replacing Article THIRTEENTH with the following: THIRTEENTH: No contract or other transaction between the Corporation end one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable or in any way affected solely for this reason, or solely because the director or officer is present at, or participates in, the meeting of the Board of Directors, or committee thereof, which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 1. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors or the committee at which action upon any such contract or transaction shall be taken and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or 2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or 3. The contract or transaction it fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the shareholders, as the case may be. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. This Article shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. 2. The amendment described above were duly adopted by written consent in lieu of a meeting of the Board of Directors of the Corporation on April 7, 1993, and proposed to and adopted and approved by the Shareholders of the Corporation at their annual meeting on April 7, 1993. IN WITNESS WHEREOF, said INDIANA PSYCHIATRIC INSTITUTES, INC. has caused this Certificate of Amendment to be signed by its President and attested by its Secretary, this 7th day of April, 1993. INDIANA PSYCHIATRIC INSTITUTES, INC. Attest: /s/ Bernard G. Barczak /s/ George Chopivsky, Jr. --------------------------- ------------------------------ By: Bernard G. Barczak By: George Chopivsky, Jr. Its: Secretary Its: President EX-3.58 43 g96520exv3w58.txt EX-3.58 ARTICLES OF INCORPORATION OF LAURELWOOD CENTER, INC. EXHIBIT 3.58 ARTICLES OF INCORPORATION (Attach conformed copy.) [X] PROFIT [ ] NONPROFIT (Mark Appropriate Box) The undersigned persons pursuant to Section 78-4-2.02 (if a profit corporation) of Section 70-11-137 (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 19 North ------------------------------------------------------- STREET Meridian, Mississippi, 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 the 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 ------ ---------------------------- ------ ---------------------------- ------ ---------------------------- 4. (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 c/o Bourdeaux & Jones, 505 Constitution Avenue, P. O. Box 2009 --------------------------------------------------------------------------- STREET Meridian, MS 39301 --------------------------------------------------------------------------- CITY/STATE/ZIP and the name of the 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, 4037 Country Club Drive, Meridian, MS 39305 --------------------------------------------------------------------------- --------------------------------------------------------------------------- NAME/STREET ADDRESS/CITY/STATE/ZIP 7. Other provisions: N/A -------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------- /s/ Kenneth Posey --------------------------------------- CORPORATION (SIGNATURES) Kenneth Posey EX-3.59 44 g96520exv3w59.txt EX-3.59 ARTICLES OF INCORPORATION OF MESILLA VALLEY HOSPITAL, INC. EXHIBIT 3.59 FIELD IN OFFICE OF STATE CORPORATION COMMISSION OF NEW MEXICO ARTICLES OF INCORPORATION MAY 20 1985 OF CORPORATION AND FRANCHISE TAX DEPTS. MESILLA VALLEY HOSPITAL, INC. The undersigned, acting as incorporator of a corporation pursuant to the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for such corporation. 1. Name. The name of the corporation shall be Mesilla Valley Hospital, Inc. 2. Duration. The duration of the corporation shall be perpetual. 3. Purposes. The purposes for which the corporation is organized are to establish, lease, own, operate or manage health care and related facilities in the State of New Mexico, and to transact any lawful business for which corporations may be incorporated under the Business Corporation Act. 4. Shares of Stock. The aggregate number of shares of stock which the corporation shall have the authority to issue shall be 100,000 shares of common stock at $1.00 par value. 5. Pre-Emptive Rights. No holder of stock of the corporation shall be entitled as a matter of right to purchase, subscribe for, or otherwise acquire any new or additional shares of stock of the corporation, or any options or warrants to purchase, or any shares, bonds, notes or other securities convertible into or carrying options to purchase or otherwise acquire any such new or additional shares. RECEIVED MAY 20 1985 N.M.ST.CORP.COMM. Corp./Franchise Tax Dept 6. Registered Office and Agent. The address of the initial registered office of the corporation shall be 250 South Downtown Mall, Las Cruces, New Mexico 88001, and the name of its initial registered agent at that address is Charlotte Greenfield. 7. Board of Directors. The number of directors constituting the initial board of directors of the corporation shall be three (3) 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 qualify are:
NAME ADDRESS ---- ------- Bernard Barczak 5310 Night Roost Court Columbia, Maryland 21045 George Chopivsky, Jr. 3624 Brandywine St., N.W. Washington, D.C. 20008 Garry W. Hoyse 10030 Simms Station Road Spring Valley, Ohio 45370
8. Incorporator. The name and address of the incorporator of the corporation is: Charlotte Greenfield 307 Union Avenue Las Cruces, New Mexico 88005 I, Charlotte Greenfield, as incorporator of the above corporation, being first duly sworn, upon oath say that I have read the foregoing Articles of Incorporation and know the contents thereof and believe the statements made therein to be true and correct. Done this 17th day of May, 1985. /s/ Charlotte Greenfield ------------------------------ Charlotte Greenfield May 20, 1985 N.M.ST.CORP.COMM. Corp/Franchise Tax Dept - 2 - STATE OF NEW MEXICO) ) ss. COUNTY OF DONA ANA ) The foregoing instrument was acknowledged before me this 17th day of May, 1985, by Charlotte Greenfield. SUSAN M. STEEDS ------------------------- Notary Public My Commission expires: 10.17.85 [SEAL] OFFICIAL SEAL SUSAN M. STEEDS NOTARY PUBLIC.. STATE OF NEW MEXICO My Commission Expires 10.17.85 - 3 - (FOREIGN-INITIAL) FILE DUPLICATE ORIGINALS AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED INITIAL REGISTERED AGENT FIELD IN OFFICE OF STATE CORPORATION COMMISSION OF NEW MEXICO To the State Corporation Commission State of New Mexico STATE OF NEW MEXICO ) MAY 20 1985 ) SS.: COUNTY OF DONA ANA ) CORPORATION AND FRANCHISE TAX DEPTS. On this 17 th day of May, 1985, before me a Notary Public in and for the State and County aforesaid, personally appeared Charlotte Greenfield who is to me known to be the person and who, being duly sworn, acknowledged to me that he does hereby accept his appointment as the Initial Registered Agent of Mesilla Valley Hospital, Inc., a Foreign Corporation which is applying for a Certificate of Authority to transact business in the State of New Mexico pursuant to the provisions of the Business Corporation Act of the State of New Mexico. -s- CHARLOTTE GREENFIELD ------------------------ REGISTERED AGENT BY(1) ------------------- PRESIDENT Subscribed and sworn to before me on the day, month, and year first above set forth - -s- SUSAN M. STEEDS - --------------------------------- ILLEGIBLE NOTARY PUBLIC Commission Expires: 10-17-85 OFFICIAL SEAL (not seal) SUSAN M. STEEDS NOTARY PUBLIC.. STATE OF NEW MEXICO, My Commission Expires 10.17.85 NOTE: (1) If the Agent is a Corporation then the affidavit must be executed by the President or Vice-President of the Corporation. NMSCC-CD FORM RA-2 EX-3.60 45 g96520exv3w60.txt EX-3.60 ARTICLES OF INCORPORATION OF MESILLA VALLEY MENTAL HEALTH ASSOCIATIONS, INC. EXHIBIT 3.60 ARTICLES OF INCORPORATION OF MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC. The undersigned, acting as incorporator of a corporation pursuant to the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for such corporation: 1. Name. The name of the corporation shall be Musilla Valley Mental Health Associates, Inc. 2. Duration. The duration of the corporation shall be perpetual. 3. Purposes. The purposes for which the corporation is organized are to establish, lease, own, and operate psychiatric and mental health hospitals, clinics, and other related facilities, and to transact any lawful business for which corporations may be incorporated under the Business Corporation Act. 4. Shares of Stock. The aggregate number of shares of stock which the corporation shall have the authority to issue shall be 50,000 shares with no par value. 5. Pre-Emptive Rights. No holder of stock of the corporation shall be entitled as a matter of right to purchase, subscribe for, or otherwise acquire any new or additional shares of stock of the corporation, or any options or warrants to purchase, or any shares, bonds, notes or other securities convertible into or carrying options to purchase or otherwise acquire any such new or additional shares. 6. Registered Office and Agent. The address of the initial registered office of the corporation shall be 250 South Downtown Mall, Las Cruces, New Mexico 88001, and the name of its initial registered agent at that address is Charlotte Greenfield. 7. Board of Directors. The number of directors constituting the initial board of directors of the corporation shall be five (5) 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 qualify are:
NAME ADDRESS ---- ------- Harold H. Alexander 132 W. Las Cruces Ave. Las Cruces, NM 88001 Ross E. Easterling 132 W. Las Cruces Ave. Las Cruces, NM 88001 John H. Rennick 132 W. Las Cruces Ave. Las Cruces, NM 88001 Thomas C. Thompson 132 W. Las Cruces Ave. Las Cruces, NM 88001 James E. Welch 132 W. Las Cruces Ave. Las Cruces, NM 88001
8. Incorporator. The name and address of the incorporator of the corporation is: Charlotte Greenfield 250 S. Downtown Mall Las Cruces, NM 88001 I, Charlotte Greenfield, as incorporator of the above corporation, being first duly sworn, upon oath say that I have -2- read the foregoing Articles of Incorporation and know the contents thereof and believe the statements made therein to be true and correct. Done this 5th day of June, 1985. /s/ Charlotte Greenfield -------------------------------- Charlotte Greenfield STATE OF NEW MEXICO ) ) ss. COUNTY OF DONA ANA ) The foregoing instrument was acknowledged before me this 5th day of June, 1985, by Charlotte Greenfield. /s/ Susan M. Steeds ----------------------------------- Notary Public My commission expires: 10-17-85 -3- AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED INITIAL REGISTERED AGENT To the State Corporation Commission State of New Mexico STATE OF NEW MEXICO ) ) SS. : COUNTY OF DONA ANA ) On this 5 day of June, 1985, before me a Notary Public in and for the State and County aforesaid, personally appeared Charlotte Greenfield, who is to me known to be the person and who, being duly sworn, acknowledged to me that he does hereby accept his appointment as the Initial Registered Agent of Mesilla Valley Mental Health Associates, Inc. a Foreign Corporation which is applying for a Certificate of Authority to transact business in the State of New Mexico pursuant to the provisions of the Business Corporation Act of the State of New Mexico. Charlotte Greenfield --------------------------------- REGISTERED AGENT BY(1)________________________________ _______PRESIDENT Subscribed and sworn to before me on the day, month, and year first above set forth Susan M. steeds - --------------------------------- NOTARY PUBLIC Commission Expires: 10-17-85 (notarial seal) NOTE: (1) If the Agent is a Corporation then the affidavit must be executed by the President of Vice-President of the Corporation. EX-3.62 46 g96520exv3w62.txt EX-3.62 CERTIFICATE OF INCORPORATION OF PEAK BEHAVIORAL HEALTH SERVICES, INC., AS AMENDED Exhibit 3.62 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF NEW MEXICO, 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 New Mexico, 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 Matt N. Thomson, Jr., Esq., and his address is 511 Union Street, Suite 2700, 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: Joey A. Jacobs Steven T. Davidson Both are located at: 113 Seaboard Lane, Suite C-100 Franklin, TN 37067 (b) The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. (c) 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 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 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. IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 11th day of May, 2004 and acknowledge the same to be my act. /s/ Matt N. Thomson, Jr. --------------------------- Matt N. Thomson, Jr., Esq. Incorporator CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF NEW MEXICO, INC. Psychiatric Solutions of New Mexico, 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 PEAK BEHAVIORAL HEALTH 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 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 9th day of June, 2004. PSYCHIATRIC SOLUTIONS OF NEW MEXICO, INC. /s/ Steven T. Davidson -------------------------- Vice President & Secretary EX-3.63 47 g96520exv3w63.txt EX-3.63 RESTATED CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS, INC., AS AMENDED EXHIBIT 3.63 RESTATED CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC. ARTICLE I NAME The name of the corporation is Psychiatric Solutions of Coral Gables, 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 $.001 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 BOARD OF DIRECTORS 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 VI 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, 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 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 VII 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 with respect to any claim, issue or matter in any action or suit by or in the right of the Corporation 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 VII 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 VII 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 VII 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 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 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 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 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. * * * CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC. Psychiatric Solutions of Coral Gables, 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 Restated 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, Inc. (the "Corporation"). SECOND: The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE II in its present form and substituting in lieu thereof the following: 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, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation in the State of Delaware at the registered office is Corporation Service Company. THIRD: The amendments to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment have 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 setting forth such amendments and declaring their advisability and submitting them 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 resolutions setting forth such amendments by written consent in lieu of a meeting in conformity with the By-Laws of the Corporation. FOURTH: 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 Restated Certificate of Incorporation to be executed as of the 19th day of August, 2003. PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC. By: /s/ Steven T. Davidson --------------------------------- Name: Steven T. Davidson ------------------------------- Title: Vice President ------------------------------ EX-3.64 48 g96520exv3w64.txt EX-3.64 CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS OF ALABAMA, INC., AS AMENDED EXHIBIT 3.64 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 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 this 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 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 15th day of September, 2003. RAMSAY YOUTH SERVICES OF ALABAMA, INC. By: /s/ Steven T. Davidson ------------------------------ Name: Steven T. Davidson ---------------------------- Title: Vice President --------------------------- EX-3.65 49 g96520exv3w65.txt EX-3.65 CERTIFICATE OF INCORPORATION OF PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC., AS AMENDED EXHIBIT 3.65 CERTIFICATE OF INCORPORATION OF RAMSAY YOUTH SERVICES OF FLORIDA, 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 Florida, 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 the 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 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 this 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 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 Jonathan M. Anderson, 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 3rd day of March, 1998. /s/ Jonathan M. Anderson ------------------------ Jonathan M. Anderson Incorporator 3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RAMSAY YOUTH SERVICES OF FLORIDA, INC. Ramsay Youth Services of Florida, 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 Florida, 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 stockholder 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 this 30th day of December, 2004. RAMSAY YOUTH SERVICES OF FLORIDA, INC. /s/ Steven T. Davidson ---------------------- Vice President & Secretary EX-3.69 50 g96520exv3w69.txt EX-3.69 ARTICLES OF INCORPORATION OF PSI PRIDE INSTITUTE, INC. EXHIBIT 3.69 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 Nashville, 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 signed 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 orifice, 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 30th day of March, 2004. /s/ Greg Giffen ---------------------------------------- Greg Giffen, Incorporator \ EX-3.70 51 g96520exv3w70.txt EX-3.70 PUBLIC RECORDS FILING FOR NEW BUSINESS ENTITY FOR PSI SUMMIT HOSPITAL, INC. EXHIBIT 3.70 Mail to: Po Box 308 STATE OF NEW JERSEY Overnight to: 225 Wear Tenon NJ 08625 DIVISION OF REVENUE State St. 3rd floor Tenon NJ 08606-1001 PUBLIC RECORDS FILING FOR NEW BUSINESS ENTITY Fill out all information below INCLUDING INFORMATION FOR ITEM 11, and sign in the space provided. Please note that once filed, this form constitutes your original certificate of incorporation/formation/registration/authority, and the information contained in the filed form is considered public. Refer to the instructions for delivery/return options, filing fees and [ILLEGIBLE] to remit the appropriate fee amount. Use attachments if more space is required for any field, or if you [ILLEGIBLE] 1. Business Name: PSI Summit Hospital, Inc 2. Type of Business Entity: DP 3. Business Purpose: (See Instructions For Codes, Page 21, Item 2) (See Instructions, Page 22, Item [ILLEGIBLE])
4. Stock (Domestic Corporations Only - Total Shares) 5. Duration (If Indefinite or Perpetual, One Thousand (1,000) Common Shares Leave Blank)
6. State of Formation/Incorporation (Foreign Entities Only): 7. Date of Formation/Incorporation (Foreign Entities only)
8. Contact Information: Registered Agent name: National Registered Agents, Inc. of NJ Registered Office Main Business or Principal Business Address (Must be a New Jersey address with street address) Street 51 Everell Drive, Suite 107B, P.O. Box 927 Street 113 Seaboard Lane, Suite C-100
City West Windsor, NJ Zip 08550-0927 City Franklin State TN Zip 37067
9. Management (Domestic Corporations and Limited Partnership Only) - For-Profit and Professional Corporations list initial Board of Directors, minimum of 1: - Domestic Non-Profit list Board of trustees, minimum of 3; - Limited Partnership list all General Partners
Name Street Address City State Zip Joey A. Jacobs 113 Seaboard Lane, Suite C-100 Franklin TN 37067-2858 Steven T. Davidson 113 Seaboard Lane, Suite C-100 Franklin TN 37067-2858
The signature below certify that the business entity has compiled with all applicable along requirements pursuant to the laws of the State of New Jersey 10. Incorporators (Domestic Corporations Only, minimum of 1)
Name Street Address City State Zip Greg Giffen 315 Deaderick, St. Suite 1800 Nashviie TN 37238-1800
**Signature(s) for the Public Record (See instructions for Information on Signature Requirements) Signature Name Title Date /s/ Greg Giffen Greg Giffen Incorporator March 30,2004 EX-3.76 52 g96520exv3w76.txt EX-3.76 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF ARIZONA, INC. Exhibit 3.76 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: Joey A. Jacobs Steven T. Davidson (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 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 2 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 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 3 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. 4 IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 10th day of November, 2003 and acknowledge the same to be my act. ___________________________ Matthew R. Burnstein, Esq. Incorporator 5 EX-3.77 53 g96520exv3w77.txt EX-3.77 CHARTER OF PSYCHIATRIC SOLUTIONS OF LEESBURG, INC. Exhibit 3.77 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 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, Willamson 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 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 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 (1) 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 2 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 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 EX-3.80 54 g96520exv3w80.txt EX-3.80 CERTIFICATE OF INCORPORATION OF PSYCHIATRIC SOLUTIONS OF SOUTH CAROLINA, INC., AS AMENDED EXHIBIT 3.80 CERTIFICATE OF INCORPORATION OF RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, 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 South Carolina, 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 the 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 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 this 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 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 Susan Bienenfeld, 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 29th day of July, 1998. /s/ Susan Bienenfeld -------------------- Susan Bienenfeld Incorporator 3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC. The undersigned, Joey A. Jacobs, does hereby certify: A. I am the duly elected and acting president of Ramsay Youth Services of South Carolina, Inc., a Delaware corporation (the "Corporation"). B. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State on July 29, 1998. C. Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows: The name of the corporation is Psychiatric Solutions of South Carolina, Inc. (the "Corporation"). D. This amendment was adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, stockholder approval having been given as of April ___, 2004. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed this 27th day of April, 2004 by the undersigned who affirms under the penalties of perjury that the statements made herein are true. /s/ Joey A. Jacobs ------------------------------- Joey A. Jacobs, President EX-3.82 55 g96520exv3w82.txt EX-3.82 CHARTER OF PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC., AS AMENDED EXHIBIT 3.82 CHARTER OF PSYCHIATRIC SOLUTIONS OF FLORIDA, INC. The undersigned person, having capacity to contract and acting as the incorporator of a corporation for profit under the Tennessee Business Corporation Act, hereby adopts the following Charter for such corporation: 1. The name of the corporation is Psychiatric Solutions of Florida, Inc. 2. The corporation's initial registered office is located at 315 Deaderick Street, Suite 1800, Nashville, Tennessee 37238, County of Davidson. The initial registered agent at that office is Glen Allen Civitts, Esq. 3. The name and address of the incorporator is Glen Allen Civitts, Esq., Harwell Howard Hyne Gabbert & Manner, P.C., 315 Deaderick Street, Suite 1800, Nashville, Tennessee 37238. 4. The address of the principal office of the corporation shall be 3401 West End Avenue, Suite 510, Nashville, Tennessee 37203, County of Davidson. 5. The corporation is for profit. 6. The corporation is authorized to issue One Thousand (1,000) shares of common stock, no par value. 7. The business and affairs of the corporation shall be managed by a Board of Directors: a. The number of directors and their term shall be specified in the By-laws of the corporation; b. Whenever the Board of Directors is required or permitted to take any action by vote, such actions may be taken without a meeting on written consent setting forth the action so taken, signed by all of the directors, indicating each signing director's vote or abstention. The affirmative vote of the number of directors that would be necessary to authorize or to take such action at a meeting is an act of the Board of Directors; c. Any or all of the directors may be removed with cause by a majority vote of the entire Board of Directors. 1 8. To the fullest extent permitted by the Tennessee Business Corporation Act as the same may be amended from time to time, a director, officer or incorporator of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty in such capacity. If the Tennessee Business Corporation Act is amended, after approval by the shareholders of this provision, to authorize corporate action further eliminating or limiting the personal liability of a director, officer or incorporator then the liability of a director, officer or incorporator of the corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Section 8 by the shareholders of the corporation shall not adversely affect any right or protection of a director, officer or incorporator of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time. 9. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a "proceeding"), by reason of the fact that he or she is or was a director, officer or incorporator of the corporation or is or was serving at the request of the corporation as a director, officer, manager or incorporator of another corporation, or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or incorporator or in any other capacity while serving as a director, officer or incorporator, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Tennessee Business Corporation Act, as the same may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including but not limited to counsel fees, judgments, fines, ERISA, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer or incorporator and shall inure to the benefit of the Indemnitee's heirs, executors and administrators. The right to indemnification conferred in this Section 9 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 9 or otherwise, the Indemnitee furnishes the corporation with a written affirmation of his or her good faith belief that he or she has met the standards for indemnification under the Tennessee Business Corporation Act, and a determination is made that the facts 2 then known to those making the determination would not preclude indemnification. The corporation may indemnify and advance expenses to an officer, employee or agent who is not a director to the same extent as to a director by specific action of the corporation's Board of Directors or by contract. The rights to indemnification and to the advancement of expenses conferred in this Section 9 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, this Charter, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, and the corporation is hereby permitted to grant additional rights to indemnification and advancement of expenses to the fullest extent permitted by law, by resolution of directors, or an agreement providing for such rights. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Business Corporation Act. Dated this 24th day of February, 1998. /s/ Glen Allen Civitts -------------------------------- Glen Allen Civitts, Incorporator 3 ARTICLES OF AMENDMENT TO THE CHARTER OF PSYCHIATRIC SOLUTIONS OF FLORIDA, 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 Florida, Inc. 2. Section 1 of the Charter is hereby amended and restated in its entirety to read as follows: "The name of the Corporation is Psychiatric Solutions of Virginia, Inc." 3. This Amendment was duly adopted by the sole shareholder and the board of directors of the Corporation on July 20, 2004. 4. This Amendment, which will constitute an amendment to the Charter, is to be effective when filed with the Secretary of State. IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this 23rd day of July, 2004. PSYCHIATRIC SOLUTIONS OF FLORIDA, INC. By: /s/ Joey A. Jacobs -------------------------------------- Title: President ----------------------------------- EX-3.93 56 g96520exv3w93.txt EX-3.93 CERTIFICATE OF INCORPORATION OF TUCSON HEALTH SYSTEMS, INC. Exhibit 3.93 CERTIFICATE OF INCORPORATION OF TUCSON HEALTH SYSTEMS, 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 Tucson Health Systems, 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 E. Brent Hill, Esq., and his address is 511 Union Street, Suite 2700, 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: Joey A. Jacobs Steven T. Davidson Both are located at: 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067 (b) The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. (c) 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 2 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 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 3 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, 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. 4 IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 18th day of January, 2005 and acknowledge the same to be my act. /s/ E. Brent Hill --------------------------- E. Brent Hill, Esq. Incorporator 5 EX-3.94 57 g96520exv3w94.txt EX-3.94 CERTIFICATE OF INCORPORATION OF WELLSTONE HOLDINGS, INC. Exhibit 3.94 CERTIFICATE OF INCORPORATION OF WELLSTONE HOLDINGS, 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 Wellstone Holdings, 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 E. Brent Hill, Esq., and his address is 511 Union Street, Suite 2700, 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: Joey A. Jacobs Steven T. Davidson Both are located at: 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067 (b) The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. (c) The Board of Directors of the Corporation shall consist of not less than two (2) nor no 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 2 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 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 3 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, 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. 4 IN WITNESS WHEREOF, I have signed this Certificate of Incorporation of Wellstone Holdings, Inc. this 14th day of June, 2005 and acknowledge the same to be my act. /s/ E. Brent Hill --------------------------- E. Brent Hill, Esq. Incorporator 5 EX-3.95 58 g96520exv3w95.txt EX-3.95 CERTIFICATE OF INCORPORATION OF WHISPER RIDGE OF STAUNTON, INC. Exhibit 3.95 CERTIFICATE OF INCORPORATION OF WHISPER RIDGE OF STAUNTON, 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 Whisper Ridge of Staunton, 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 Christopher L. Howard, Esq., and his address is 511 Union Street, Suite 2700, 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: Joey A. Jacobs Steven T. Davidson Both are located at: 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067 (b) The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. (c) 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 2 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 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 3 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, 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. 4 IN WITNESS WHEREOF, I have signed this Certificate of Incorporation of Whisper Ridge of Staunton, Inc. this 8th day of December, 2004 and acknowledge the same to be my act. /s/ Christopher L.Howard --------------------------- Christopher L. Howard, Esq. Incorporator 5 EX-3.96 59 g96520exv3w96.txt EX-3.96 FORM OF AMENDED AND RESTATED BYLAWS FOR THE CORPORATIONS LISTED IN EXHIBITS 3.5-3.95 EXHIBIT 3.96 AMENDED AND RESTATED BYLAWS OF THE CORPORATIONS WHOLLY-OWNED BY PSYCHIATRIC SOLUTIONS, INC. ----------------------------------------------- 1. ANNUAL MEETING OF THE STOCKHOLDERS. The annual meeting of stockholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of ________, fixed by the board of directors. 2. SPECIAL MEETINGS OF THE STOCKHOLDERS. Special meetings of the stockholders may be held at any place within or outside the State of ________ upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote. 3. DIRECTORS. The business of the Company shall be managed by a board of directors consisting of not less than two nor more than nine members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the stockholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the stockholders. 4. MEETINGS OF THE BOARD OF DIRECTORS. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of stockholders immediately after the annual meeting in each year and (b) at such times and at such places within or outside the State of ________ as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of ________ upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Company then in office, but in no event less than one-third of the number of directors the Company would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors. 5. COMMITTEES. By resolution adopted by the greater of (i) a majority of the directors of the Company then in office when the action is taken or (ii) the number of directors required by the Certificate of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors. 6. WAIVER OF NOTICE. A stockholder or director may waive any notice required to be given by the ________ General Corporation Law (the "____"), the certificate of incorporation or these bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the stockholder or director entitled to the notice and delivered to the Company and filed in the Company's minutes or corporate records, except that a stockholder's or director's attendance at or participation in a meeting may constitute a waiver of notice under the ____. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or directors need be specified in any waiver of notice. 7. TRANSFER OF STOCK. The capital stock of the Company shall be transferred on the books of the Company by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Company shall be deemed by the Company to be the owner thereof for all purposes. 8. OFFICERS. The board of directors shall elect a president, a vice president, a treasurer, and a secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Company's capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors. 9. DIRECTOR AND OFFICER INDEMNIFICATION. To the maximum extent permitted by law, the Company shall indemnify an individual who is a party to a proceedings because such individual is or was a director or officer of the Company against any liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under Section ___ of the ____. The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with Section ___ of the ____. 10. FISCAL YEAR. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the board of directors. 11. AMENDMENT OF BYLAWS. The board of directors may amend or repeal these bylaws, unless (i) the certificate of incorporation or the ____ reserves this power exclusively to stockholders or (ii) the stockholders, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. Stockholders may amend or repeal any bylaw, even though the bylaws may also be amended or repealed by the board of directors. 2 EX-3.97 60 g96520exv3w97.txt EX-3.97 ARTICLES OF ORGANIZATION OF AHS CUMBERLAND HOSPITAL, LLC EXHIBIT 3.97 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 12th 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 21st day of March, 2002. /s/ JONATHAN M. SKEETERS --------------------------------- JONATHAN M. SKEETERS, Organizer EX-3.98 61 g96520exv3w98.txt EX-3.98 CERTIFICATE OF FORMATION OF BHC CANYON RIDGE HOSPITAL, LLC EXHIBIT 3.98 CERTIFICATE OF FORMATION OF BHC CANYON RIDGE HOSPITAL, LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC CANYON RIDGE HOSPITAL, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on January 12, 2005. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person State of Delaware Secretary of State Division of Corporation Delivered 10:46 AM 01/13/2005 FILED 10:15 AM 01/13/2005 SRV 050030273 - 3911531 FILE EX-3.99 62 g96520exv3w99.txt EX-3.99 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SREVICES, LLC EXHIBIT 3.99 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES, 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 BHC Management Services, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on March 20, 2001 /s/ William P. Barnes ------------------------ William P. Barnes Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 03/21/2001 010138946 - 3371412 EX-3.100 63 g96520exv3w100.txt EX-3.100 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF INDIANA, LLC STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DATED 03:00 PM 01/25/2001 010041097 - 3348709 EXHIBIT 3.100 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF INDIANA, 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 BHC Management Services of Indiana, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on January 25, 2001 /s/ Paul D. Gilbert ---------------------- Paul D. Gilbert, Esq. Authorized Person EX-3.101 64 g96520exv3w101.txt EX-3.101 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF KENTUCKY, LLC, AS AMENDED EXHIBIT 3.101 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF GEORGIA, 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 BHC Management Services of Georgia, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on January 25, 2001 /s/ Paul D. Gilbert -------------------- Paul D. Gilbert, Esq. Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 AM 01/26/2001 010042387 - 3349219 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF GEORGIA, LLC It is hereby certified that: 1. The name of the limited liability company (hereinafter called the "limited liability company") is BHC Management Services of Georgia, LLC. 2. The certificate of formation of the limited liability company is hereby amended by striking out the First Article thereof and by substituting in lieu of said First Article the following new Article: FIRST: The name of the limited liability company (hereinafter after called the "limited liability company") is BHC Management Services of Kentucky, LLC. Executed on January 8, 2002. /s/ Paul D. Gilbert --------------------- Paul D. Gilbert, Esq. Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/08/2002 020013034 - 3349219 EX-3.102 65 g96520exv3w102.txt EX-3.102 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF LOUISIANA, LLC EXHIBIT 3.102 State of Delaware Secretary of State Division of Corporations Delivered 04:09 PM 12/19/2003 FILED 04:07 PM 12/19/2003 SRV 030823385 - 3742841 FILE CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF LOUISIANA, LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that; FIRST: The name of the limited liability company ("limited liability company") is BHC MANAGEMENT SERVICES OF LOUISIANA, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on December 18, 2003. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person EX-3.103 66 g96520exv3w103.txt EX-3.103 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC, AS AMENDED EXHIBIT 3.103 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/26/2001 010042402 - 3349215 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF CALIFORNIA, 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 BHC Management Services of California, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on January 25, 2001 /s/ Paul D. Gilbert, Esq. ---------------------------- Paul D. Gilbert, Esq. Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 09/12/2002 020570102 - 3349215 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF CALIFORNIA, LLC BHC Management Services of California, 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: FIRST: The name of the limited liability company is BHC Management Services of California, LLC. SECOND: The certificate of formation of the Company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article: "FIRST: The name of the limited liability company is BHC Management Services of New Mexico, LLC." Executed on this 11th day of September, 2002. By: /s/ William P. Barnes ------------------------- William P. Barnes Manager EX-3.104 67 g96520exv3w104.txt EX-3.104 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF PENNSYLVANIA, LLC State of Delaware Secretary of State Division of Corporations Delivered 01:08 PM 07/11/2003 FILED 11:41 PM 07/11/2003 SRV 030456357 - 3680589 FILE EXHIBIT 3.104 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF PENNSYLVANIA, LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC MANAGEMENT SERVICES OF PENNSYLVANIA, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on July 10, 2003. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person EX-3.105 68 g96520exv3w105.txt EX-3.105 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC, AS AMENDED EXHIBIT 3.105 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:31 AM 01/11/2001 010019944 - 3343425 CERTIFICATE OF FORMATION OF BHC STREAMWOOD MANAGEMENT SERVICES, 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 BHC Streamwood Management Services, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on January 10, 2001 /s/ Paul D. Gilbert, Esq. ---------------------------- Paul D. Gilbert, Esq. Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:00 PM 03/22/2001 010142542 - 3343425 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION OF BHC STREAMWOOD MANAGEMENT SERVICES, LLC BHC Streamwood Management Services, LLC, a limited liability company organized under the Delaware Limited Liability Company Act (the "Act"), for the purpose of amending its Certificate of Formation pursuant to Section 18-202 of the Act, hereby certified that Paragraph 1 of the Certificate of Formation is amended to read in its entirety as of follows: 1. The name of the limited liability company is BHC Management Services of Streamwood, LLC. IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed by an authorized person as of the 21 day of March, 2001. BHC Streamwood Management Services, LLC By: /s/ William P. Barnea ----------------------------------- William P. Barnea Authorized Person EX-3.106 69 g96520exv3w106.txt EX-3.106 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF TULSA, LLC EXHIBIT 3.106 CERTIFICATE OF FORMATION OF BHC MANAGEMENT SERVICES OF TULSA, LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC MANAGEMENT SERVICES OF TULSA, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on June 4,2004. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person State of Delaware Secretary of State Division of Corporations Delivered 05:34 PM 06/04/2004 FILED 05:26 PM 06/04/2004 SRV 040418349 - 3812319 FILE EX-3.107 70 g96520exv3w107.txt EX-3.107 CERTIFICATE OF FORMATION OF BHC MESILLA VALLEY HOSPITAL, LLC, AS AMENDED EXHIBIT 3.107 CERTIFICATE OF FORMATION OF BHC NEWCO 1,LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC NEWCO 1, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New castle County, Delaware. Executed on January 12, 2005. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person State of Delaware Secretary of State Division of Corporations Delivered 10:46 AM 01/13/2005 FILED 10:17 AM 01/13/2005 SRV 050030282 - 3911534 FILE State of Delaware Secretary of State Division of Corporations Delivered 04:49 PM 03/28/2005 FILED 04:41 PM 03/28/2005 SRV 050250541 - 3911534 FILE CERTIFICATE Of AMENDMENT TO CERTIFICATE OF FORMATION OF BHC NEWCO 1,LLC BHC NEWCO 1,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: FIRST: The name of the limited liability company is BHC NEWCO 1, LLC. SECOND: The certificate of formation of the Company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article: "FIRST: The name of the limited liability company is BHC MESILLA VALLEY HOSPITAL, LLC." Executed on this 29th day of March, 2005. By: /s/ Stephen C.Petrovich ------------------------------- Stephen C.Petrovich Manager EX-3.108 71 g96520exv3w108.txt EX-3.108 FORM OF CERTIFICATE OF FORMATION FOR BHC NEWCO 2, LLC, THRU BHC NEWCO 10, LLC EXHIBIT 3.108 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 The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC NEWCO __, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on January 12, 2005. /s/ Stephen C. Petrovich ------------------------------- Stephen C. Petrovich Authorized Person State of Delaware Secretary of State Division of Corporations Delivered 10:46 AM 01/13/2005 FILED 10:18 AM 01/13/2005 SRV 050030284 - 3911535 FILE EX-3.109 72 g96520exv3w109.txt EX-3.109 CERTIFICATE OF FORMATION OF BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC EXHIBIT 3.109 State of Delaware Secretary of State Division of Corporations Delivered 01:09 PM 07/11/2003 FILED 11:29 AM 07/11/2003 SP"..p30456320 - 3680578 FILE CERTIFICATE OF FORMATION OF BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that: FIRST: The name of the limited liability company ("limited liability company") is BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC. SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware. Executed on July 10, 2003. /s/ Stephen C. Petrovich -------------------------------- Stephen C. Petrovich Authorized Person EX-3.110 73 g96520exv3w110.txt EX-3.110 CERTIFICATE OF FORMATION OF BHC PHYSICIAN SERVICES OF KENTUCKY, LLC, AS AMENDED EXHIBIT 3.110 CERTIFICATE OF FORMATION OF BEHAVIORAL HEALTH CORRECTIONAL SERVICES OF INDIANA, 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 Behavioral Health Correctional Services of Indiana, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. Executed on January 25, 2001 /s/ Paul D. Gilbert ---------------------------------- Paul D. Gilbert, Esq. Authorized Person STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 01/25/2001 010041094 - 3348711 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/18/2002 020038923 - 3348711 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF BEHAVIORAL HEALTH CORRECTIONAL SERVICES OF INDIANA, LLC It is hereby certified that: 1. The name of the limited liability company (hereinafter called the "limited liability company") is Behavioral Health Correctional Services of Indiana , LLC. 2. The certificate of formation of the limited liability company is hereby amended by striking out the First Article thereof and by substituting in lieu of said First Article the following new Article: FIRST: The name of the limited liability company (hereinafter after called the "limited liability company") is BHC Physician Services of Kentucky, LLC. Executed on January 17, 2002. /s/ Stephen C. Petrovich ---------------------------------- Stephen C. Petrovich, Esq. Senior Vice President EX-3.111 74 g96520exv3w111.txt EX-3.111 CERTIFICATE OF FORMATION OF COLUMBUS HOSPITAL, LLC EXHIBIT 3.111 CERTIFICATE OF FORMATION OF COLUMBUS HOSPITAL, 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 Columbus Hospital, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. Executed on May 19, 1998 /s/ Michael E. Davis --------------------------- Michael E. Davis Authorized Person EX-3.112 75 g96520exv3w112.txt EX-3.112 CERTIFICATE OF FORMATION OF LEBANON HOSPITAL, LLC EXHIBIT 3.112 CERTIFICATE OF FORMATION OF LEBANON HOSPITAL, 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 Lebanon Hospital, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. Executed on May 19, 1998 /s/ Michael E. Davis ----------------------------- Michael E. Davis Authorized Person EX-3.113 76 g96520exv3w113.txt EX-3.113 CERTIFICATE OF FORMATION OF NORTHERN INDIANA HOSPITAL, LLC EXHIBIT 3.113 CERTIFICATE OF FORMATION OF NORTHERN INDIANA HOSPITAL, 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 Northern Indiana Hospital, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. Executed on May 19, 1998 /s/ Michael E. Davis -------------------------------- Michael E. Davis Authorized Person EX-3.114 77 g96520exv3w114.txt EX-3.114 ARTICLES OF ORGANIZATION OF PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C. EXHIBIT 3.114 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 Section 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 SYSTEM, L.L.C. 2. The address of the Initial designated office of the Limited Liability Company in South Carolina is 1201 MAIN STREET, SUITE 1450 -------------------------------------------------------------------------- STREET ADDRESS COLUMBIA, SOUTH CAROLINA 29201 -------------------------------------------------------------------------- City Zip Code 3. The initial agent for service of process of the Limited Liability Company is DAVID B. SUMMER. JR. /s/ [ILLEGIBLE] -------------------- --------------- Name Signature and the street address in South Carolina for this initial agent for service of process is 1201 MAIN STREET, SUITE 1450 -------------------------------------------------------------------------- STREET ADDRESS COLUMBIA, SOUTH CAROLINA 29201 -------------------------------------------------------------------------- City Zip Code 4. The name and address of each organizer is (a) DAVID B. SUMMER. JR. 803-255-8000 ---------------------------------------------------------------------- Name Telephone Number 12O1 MAIN STREET, SUITE 1450, COLUMBIA ---------------------------------------------------------------------- STREET ADDRESS City SOUTH CAROLINA 29201 ---------------------------------------------------------------------- State Zip Code (b) ______________________________________________________________________ NAME TELEPHONE NUMBER ______________________________________________________________________ STREET ADDRESS CITY ______________________________________________________________________ STATE ZIP CODE (ADD ADDITIONAL LINES IF NECESSARY) 5. [XX] Check this box only if the company is to be a term company. If so, provide the term specified: MARCH 31, 2000 - MARCH 31, 2050 6. [ ] 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: CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN FROM AND COMPARED WITH THE ORIGINAL ON FILE IN THIS OFFICE JUN 15 2005 /s/ [ILLEGIBLE] ------------------------------------ SECRETARY OF STATE OF SOUTH CAROLINA PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C. NAME OF LIMITED LIABILITY COMPANY (a) ___________________________________________________________________________ Name Telephone Number ___________________________________________________________________________ Street Address City ___________________________________________________________________________ Zip Code ___________________________________________________________________________ State ___________________________________________________________________________ (b) Name Telephone Number ___________________________________________________________________________ Street Address City ___________________________________________________________________________ State Zip Code ___________________________________________________________________________ (c) Name Telephone Number ___________________________________________________________________________ Street Address City ___________________________________________________________________________ Stale Zip Code ___________________________________________________________________________ (d) Name Telephone Number ___________________________________________________________________________ Street Address City ___________________________________________________________________________ State Zip Code 7. [ ] Check this box if 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. ____________________________________________________________________ ____________________________________________________________________ 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/ DAVID B. SUMMER, JR. ------------------------ DAVID B. SUMMER, JR. Date 03/31/00 (ADD ADDITIONAL LINES IF NECESSARY) EX-3.115 78 g96520exv3w115.txt EX-3.115 ARTICLES OF ORGANIZATION OF PALMETTO LOWCOUNTRY HEHAVIORAL HEALTH, L.L.C. EXHIBIT 3.115 CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN FROM AND COMPARED WITH THE ORIGINAL ON FILE IN THIS OFFICE JUN 15 2005 STATE OF SOUTH CAROLINA SECRETARY OF STATE JIM MILES ARTICLES OF ORGANIZATION LIMITED LIABILITY COMPANY /s/ [ILLEGIBLE] - --------------- SECRETARY OF STATE OF SOUTH CAROLINA The undersigned deliver the following articles of organization to form a South Carolina limited liability company pursuant to Section 33-44-202 and Section 33-44-203 of the 1976 South Carolina Code, 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 LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C. 2. The office of the initial designated office of the limited liability company in South Carolina is: 1201 MAIN STREET, SUITE 1450 -------------------------------------------------------------------------- Street address COLUMBIA, SOUTH CAROLINA 29201 -------------------------------------------------------------------------- City Zip Code 3. The initial agent for service of process of the limited liability company is DAVID B. SUMMER, JR. -------------------------------------------------------------------------- Name and the street address in South Carolina for this initial agent for service of process is: 1201 MAIN STREET, SUITE 1450 -------------------------------------------------------------------------- Street address COLUMBIA, SOUTH CAROLINA 29201 -------------------------------------------------------------------------- City Zip Code 4. The name and address of each organizer is: (a) SCOTT Y. BARNES --------------- Name POST OFFICE BOX 1254 ------------------------------------------------------------------- Street address CHARLESTON SOUTH CAROLINA 29402 ------------------------------------------------------------------- City State Zip Code (b) ___________________________________________________________________ Name ___________________________________________________________________ Street address ___________________________________________________________________ City State Zip Code (Add additional lines if necessary) 5. [X] Check this box only if the company is to be term company. If so, provide the term specified: TERM ENDING DECEMBER 31, 2050 6. [ ] 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 (Add additional lines if necessary) 7. [ ] Check this box only if one or more of the members of the company are to be liable for it 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. ___________________________________________________________________ ___________________________________________________________________ 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/ SCOTT Y. BARNES ---------------------- Signature of Organizer ---------------- Signature Of Organizer Date: July 5, 2000 FILING INSTRUCTIONS 1. File two copies of this form, the original and either a duplicate original or a conformed copy. 2. If space on this form is not sufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form of prepare this using a computer disk which will allow for expansion of the space on the form. 3. This form must be accompanied by the filing fee of $110.00 payable to the Secretary of State. Form Approved by South Carolina Secretary of State Jim Miles, June 1996 EX-3.116 79 g96520exv3w116.txt EX-3.116 ARTICLES OF ORGANIZATION OF PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C. EXHIBIT 3.116 CERTIFIED TO BE A TRUE AND CORRECT COPY JIM MILES 4 AS TAKEN FROM AND COMPARED WITH THE SECRETARY OF STATE ORIGINAL ON FILE IN THIS OFFICE FILED JUL 06 2000 AM PM 7/8/9/10/11/12/1/2/3/4/5/6 JUN 15 2005 STATE OF SOUTH CAROLINA SECRETARY OF STATE JIM MILES Mark Hammond ARTICLES OF ORGANIZATION SECRETARY OF STATE LIMITED LIABILITY COMPANY OF SOUTH CAROLINA The undersigned deliver the following articles of organization to form a South Carolina limited liability company pursuant to Section 33-44-202 and Section 33-44-203 of the 1976 South Carolina Code, 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 PEEDEE BEHAVIORAL HEALTH, L.L.C. ----------------------------------------------------------------------- 2. The office of the initial designated office of the limited liability company in South Carolina is: 1201 MAIN STREET, SUITE 1450 ----------------------------------------------------------------------- Street address COLUMBIA, SOUTH CAROLINA 29201 ----------------------------------------------------------------------- City Zip Code 3. The initial agent for service of process of the limited liability company is DAVID B. SUMMER, JR. ----------------------------------------------------------------------- Name and the street address in South Carolina for this initial agent for service of process is: 1201 MAIN STREET, SUITE 1450 ----------------------------------------------------------------------- Street address COLUMBIA, SOUTH CAROLINA 29201 ----------------------------------------------------------------------- City Zip Code 4. The name and address of each organizer is: (a) SCOTT Y. BARNES ---------------------------------------------------------------- Name POST OFFICE BOX 1254 ---------------------------------------------------------------- Street address CHARLESTON SOUTH CAROLINA 29402 ---------------------------------------------------------------- City State Zip Code (b) ---------------------------------------------------------------- Name ---------------------------------------------------------------- Street address ---------------------------------------------------------------- City State Zip Code (Add additional lines if necessary) 5. [X] Check this box only if the company is to be term company. If so, provide the term specified. TERM ENDING DECEMBER 31, 2050 ---------------------------------------------------------------------- 6. [ ] 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 (Add additional lines if necessary) 7. [ ] 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 34-44-303(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. ---------------------------------------------------------------------- ---------------------------------------------------------------------- 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/ S.Y. Barnes --------------------------------------------------------------------------- Signature of Organizer --------------------------------------------------------------------------- Signature of Organizer Date: 7/5, 2000 FILING INSTRUCTIONS 1. File two copies of this form, the original and either a duplicate original or a conformed copy. 2. If space on this form is not sufficient, please attach additional sheets consisting a reference to the appropriate paragraph in this form, or prepare this using a computer disk which will allow for expansion of the space on the form. 3. This form must be accompanied by the filing fee of $110.00 payable in the Secretary of State. Form Approved by South Carolina Secretary of State Jim Miles, June 1996 CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN FROM AND COMPARED WITH THE ORIGINAL ON FILE IN THIS OFFICE JIM MILES 4 STATE OF SOUTH CAROLINA SECRETARY OF STATE JUN 15, 2005 SECRETARY OF STATE FILED AM JUL 24 2000 PM ARTICLES OF CORRECTION 7/8/9/1/0/11/12/1/2/3/4/5/6 /s/ Mark Hammond LIMITED LIABILITY COMPANY - --------------------- SECRETARY OF STATE OF SOUTH CAROLINA TYPE OR PRINT CLEARLY IN BLACK INK The limited liability company in accordance with Section 33-44-207 of the 1976 South Carolina Code, as amended corrects a record filed by the Secretary of State, which record contains a false or erroneous statement or was defectively signed. 1. The name of the Limited Liability Company Palmetto PeeDee Behavioral Health, L.L.C. 2. Describe the record to be corrected, including its filing date, or attach a copy of the record to be corrected to these articles of correction: The name of the Limited liability company is incorrect. (Please see attached) 3. Specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective: The name "PeeDee" should be two (2) words. 4. Correct the incorrect statement or defective signing: The name of the limited liability company should be Palmetto Pee Dee Behavioral Health, L.L.C. Date July 21, 2000 /s/ S. Y. Barnes ------------------- -------------------------------- Signature Scott Y. Barnes Organizer -------------------------------- Name Capacity FILING INSTRUCTIONS 1. If management of the limited liability company is vested in managers, a manager shall execute these articles of correction. If management of the limited liability company is reserved to the members, a member shall execute these articles of correction. Specify whether a member or managers is executing these amended articles of organization. 2. File two copies of this form, the original and either a duplicate original or a conformed copy. 3. This form must be accompanied by the filing fee of $2.00 payable to the Secretary of State. Return to: Secretary of State P.O. Box 11350 Columbia, SC 29211 Form Revised by South Carolina Secretary of State, January 1999 EX-3.117 80 g96520exv3w117.txt EX-3.117 CERTIFICATE OF FORMATION OF PSI CROSSINGS, LLC Exhibit 3.117 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 EX-3.120 81 g96520exv3w120.txt EX-3.120 CERTIFICATE OF FORMATION OF VALLE VISTA, LLC, AS AMENDED EXHIBIT 3.120 CERTIFICATE OF FORMATION OF VALLE VISTA HOSPITAL, 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 Valle Vista Hospital, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. Executed on May 19, 1998 /s/ Michael E. Davis ---------------------------- Michael E. Davis Authorized Person CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF VALLE VISTA HOSPITAL, LLC Valle Vista Hospital, LLC, a limited liability company organized under the Delaware Limited Liability Company Act (the "Act"), for the purpose of amending its Certificate of Formation pursuant to Section 18-202 of the Act, hereby certifies that: Paragraph 1 of the Certificate of Formation is amended to read in its entirety as follows: 1. The name of the limited liability company (hereinafter called the "limited liability company") is Valle Vista, LLC. IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed by an authorized person as of the 16th day of July, 1998. VALLE VISTA HOSPITAL, LLC By: /s/ Michael E. Davis ----------------------------------- Michael E. Davis, Authorized Person EX-3.121 82 g96520exv3w121.txt EX-3.121 ARTICLES OF ORGANIZATION OF WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC, AS AMENDED EXHIBIT 3.121 [LOGO] TODD ROKITA SECRETARY OF STATE ARTICLES OF ORGANIZATION CORPORATIONS DIVISION State Form 4945(9R/1-00) 302 W, Washington St. Rn. E018 Approved by State Board of Accounts 1999 Indianapolis, IN 48204 Telephone: (317) 232-6576 INSTRUCTIONS: Use 8 1/2" X 11" while paper for Indiana Code 23-18-2-4 attachments Present original and one FILING FEE: $90,00 (1) copy to the address in upper right corner of this form Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov ARTICLES OF ORGANIZATION The undersigned, desiring to form a Limited Liability Company (hereinafter referred to as "LLC") pursuant to the provisions of: Indiana Business Flexibility Act, Indiana Code 23-18-1-1, et seq as amended, executes the following Articles of Organization: ARTICLE I - NAME AND PRINCIPAL OFFICE Name of LLC (the name must include the words "Limited Liability Company","LLC",or "LLC') Wellstone Regional Hospital Acquisition, LLC Principal Office: The address of the principal office of the LLC is: (optional) Post office address City State ZIP code 840 Crescent Centre Drive, Suite 460 Franklin TN 37067 ARTICLE II - REGISTERED OFFICE AND AGENT Registered Agent: The name and street address of the LLC's Registered Agent and Registered Office for service of process are: Name of Registered Agent National Registered Agents, Inc. Address of Registered Office (street or building) City Indiana ZIP code 320 N, Meridian Street Indianapolis 46204
ARTICLE III - DISSOLUTION [ ] The latest date upon which the LLC is to dissolve:__________________________ |X| The Limited Liability Company is perpetual until dissolution ARTICLE IV - MANAGEMENT [ ] The Limited Liability Company will be managed by its members. |X| The Limited Liability Company will be managed by a manager or managers. In Witness Whereof, the undersigned executes these Articles of Organization and verifies, subject to penalties of perjury, that the statements contained herein are true, this 14th day of June 2005. Signature Printed name /s/ E. Brent Hill E. Brent Hill - --------------------------------------- This instrument was prepared by (name) E. Brent Hill, Organizer Address (number street, city and state) ZIP CODE 511 Union Street, Suite 2700, Nashville, TN 37215 (LOGO) ARTICLES OF CORRECTION ----------------------- State Form 26235 (R2/8-95) TODD ROKITA Approved by State Board of Accounts 1995 SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone (317) 232-6576
INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts. Present original and two (2) copies to address in upper right corner of this form. Indiana Code 23-1-18-5 Please TYPE or PRINT. FILING FEE: $30.00 Upon completion of filing the Secretary of State will issue a receipt.
- -------------------------------------------------------------------------------- ARTICLES OF CORRECTION OF Wellstone Regional Hospital Acquisition, LLC - -------------------------------------------------------------------------------- Name of Corporation - -------------------------------------------------------------------------------- This is a [X] Domestic corporation [ ] Foreign corporation incorporated or authorized to transact business in Indiana on June 15, 2005 ------------- - -----------------------. - -------------------------------------------------------------------------------- 1. The Articles of Correction are filed to correct: (Describe document to be corrected and date filed or attach incorrect document.) Articles of Organization - -------------------------------------------------------------------------------- 2. These Articles of Correction are filed to correct: [X] an incorrect statement and/or [ ] a defect in the execution, attestation, seal, verification or acknowledgement - -------------------------------------------------------------------------------- 3. The incorrect statement(s) is (are) as follows: (Attach additional sheet(s) if necessary.) - -------------------------------------------------------------------------------- Article IV - Management - -------------------------------------------------------------------------------- The Limited Liability Company will be managed by a manager or managers. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. The statement(s) is (are) incorrect, or the manner of execution was defective for the following reason(s): (Attach additional sheet(s) if necessary.) - -------------------------------------------------------------------------------- The statement is incorrect because the Company will be managed by its members, not by a manager or managers. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Continued on the reverse side) - -------------------------------------------------------------------------------- 5. The following is (are) the corrected statement(s) and/or the corrected execution(s): (Attach additional sheet(s) if necessary.) - -------------------------------------------------------------------------------- Article IV - Management - -------------------------------------------------------------------------------- The Limited Liability Company will be managed by its members. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In Witness Whereof, the undersigned being the __________________________________ (Title) of said Corporation executes these Articles of Correction and verifies, subject to penalties of perjury, that the facts contained herein are true, this 29th day of June , 19 2005 . - -------------------------- ---------------------------------------------- - -------------------------------------------------------------------------------- Signature Printed name - -------------------------------------------------------------------------------- EX-3.122 83 g96520exv3w122.txt EX-3.122 CERTIFICATE OF FORMATION OF WILLOW SPRINGS, LLC EXHIBIT 3.122 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 12/21/1999 991554006 - 3146939 CERTIFICATE OF FORMATION OF WILLOW SPRINGS, 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 Willow Springs, LLC. SECOND: 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 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. Executed on December 20, 1999 /s/ William P. Barnes -------------------------- William P. Barnes Authorized Person EX-3.123 84 g96520exv3w123.txt EX-3.123 FORM OF AMENDED AND RESTATED OPERATING AGREEMENT FOR THE LIMITED LIABILITY COMPANIES LISTED IN THE EXHIBITS 3.97-3.122 EXHIBIT 3.123 AMENDED AND RESTATED OPERATING AGREEMENT OF LIMITED LIABILITY COMPANIES OF WHOLLY-OWNED BY PSYCHIATRIC SOLUTIONS, INC. This Amended and Restated Operating Agreement (the "Agreement") of _____ ______________, a ________ limited company (the "Company"), is entered into by and between _______________________, a ___________ corporation (the "Member") and the persons admitted to the Company as members who shall be identified on Schedule A, as amended from time to time, effective as of June 30, 2005. WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Delaware Limited Liability Company Act (as amended, the "Act"); NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Organization. On ___________, ____, the Company was formed as a ________ limited liability company by the filing of a certificate of formation in the office of the Secretary of State of ________ (the "Certificate"). Section 2. Registered Office: Registered Agent. The registered office of the Company in the State of ________ will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of ________ will be the initial registered agent designated in the Certificate, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Delaware. Section 3. Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of ________. Section 4. Term. The Company commenced on the date the Certificate was filed with the Secretary of State of ________, and will continue in existence until terminated pursuant to this Agreement. Section 5. Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31st unless otherwise determined by the Member. Section 6. Member. The Member owns 100% of the limited liability company interests in the Company. Section 7. Address. The address of the Member is set forth below: 840 Crescent Centre Drive Suite 460 Franklin, Tennessee 37067 Section 8. New Members. No person may be admitted as a member of the Company without the approval of the Member. Section 9. Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise. Section 10. Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member. Section 11. Participation in Profits and Losses. All profits and losses of the Company will be allocated to the Member. Section 12. Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member. Section 13. Management. The power and authority to manage, direct and control the Company will be vested solely in the Member. Section 14. Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President, a Secretary and two Vice Presidents as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any number of officer positions may be held by the same individual. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company. Section 15. President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member. 2 Section 16. Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member. Section 17. Vice Presidents. The Vice Presidents will, subject to the control of the Member, perform such duties as may be assigned to them by the President and will have the general powers and duties usually vested in the office of vice president of corporations, and will have such other powers and duties as may be prescribed by the Member. In the case of the death, disability or absence of the President, a Vice President shall perform and be vested with all the duties and powers of the President until the Member appoints a new President. Section 18. Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an "Advancement of Expenses"); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise. Section 19. Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated. Section 20. Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member. Section 21. Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns. 3 Section 22. Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of ________ without regard to the conflicts of law principles thereof. 4 IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above. MEMBER: _________________________ By: ----------------------------------- Name: --------------------------------- Its: ---------------------------------- 5 SCHEDULE A EX-3.124 85 g96520exv3w124.txt EX-3.124 AGREEMENT OF GENERAL PARTNERSHIP OF BHC OF INDIANA, GENERAL PARTNERSHIP EXHIBIT 3.124 AGREEMENT OF GENERAL PARTNERSHIP OF BHC OF INDIANA, GENERAL PARTNERSHIP This Agreement entered into as of the 30th day of June, 1998, by and among BHC of Northern Indiana, Inc., a Tennessee corporation ("NI-Sub"), BHC Columbus Hospital, Inc., a Tennessee corporation ("Columbus-Sub"), BHC Lebanon Hospital, Inc., a Tennessee corporation ("Lebanon-Sub"), and BHC Valle Vista Hospital, Inc., a Tennessee corporation ("W-Sub"). NI-Sub, Columbus-Sub, Lebanon-Sub, and W-Sub are collectively referred to herein as "Partners" or individually as a "Partner." The parties hereto desire to form a general partnership pursuant to the provisions of the Tennessee Uniform Partnership Act (the "Act") and other relevant laws of the State of Tennessee, for the purposes and upon the terms, covenants and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Partners, intending to be legally bound, do hereby agree as follows: 1. Definitions. "Act" shall mean the Tennessee Uniform Partnership Act, as amended. "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the Fiscal Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and (ii) Debit to such Capital Account the items described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). 1 The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Cash Flow" with respect to any Partnership fiscal period shall mean all cash receipts of the Partnership during such fiscal period (other than contributions to Partnership's business) less (i) all Partnership cash disbursements during such fiscal period determined by the Partner in their sole discretion to be reasonably necessary for the conduct of the Partnership's business, (ii) such reserves established by the Partners in their sole discretion during such fiscal period for anticipated Partnership expenses or Partnership debt repayments and (iii) any cash amounts reinvested in the Partnership as determined by the Partners in their sole discretion during such fiscal period for anticipated Partnership expenses or Partnership debt repayments. Cash Flow also shall include any other Partnership funds, including any amounts previously set aside as reserves by the Partners, no longer deemed by the Partners to be necessary for the conduct of the Partnership's business. "Capital Account" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions: (i) To each Partner's Capital Account there shall be credited the amount of cash and the initial Gross Asset Value of any property contributed to the Partnership by such Partner, such Partner's distributive share of Profits, and any items in the nature of income or gain that are specially allocated pursuant to Section 12.2 or Section 12.3 of this Agreement, and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by any Property distributed to such Partner. (ii) From each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses, and any items in the nature of loss or deduction specially allocated pursuant to Section 12.2 or Section 12.3, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership. In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b) and shall be interpreted and applied in a manner consistent with 2 such Regulations. In the event the Partners shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributions or distributed property or which are assumed by the Partnership), are computed in order to comply with such Regulations, the Partners may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner upon the dissolution of the Partnership. The Partners also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the respective Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-l(b), provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a material adverse effect on any Partner, such adjustment shall require the consent of such Partner. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provisions of succeeding law. "Depreciation" means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation will be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis. Notwithstanding the foregoing, if an asset has a zero basis for federal income tax purposes at the beginning of such Fiscal Year, depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Partners. "Fiscal Year" shall have the meaning set forth in Section 15. "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership will be the gross fair market value of such asset, as set forth on Exhibit A to this Agreement; (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partners, as of the following times: 3 (A) Upon the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution if the Partners reasonably determine that such an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; (B) Upon the distribution by the Partnership to a Partner of more than a de minimis amount of any Property as consideration for an Interest in the Partnership if the Partners reasonably determine that such an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and (C) Upon the liquidation of the Partnership within the meaning of Regulations Section 1.704-(l)(b)(2)(ii)(g), other than a liquidation caused by a termination under Code Section 708(b)(l)(B) that does not result in the dissolution of the Partnership under Section 17.1. (iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m) and Subparagraph (vi) of the definition of "Profits" and "Losses" or Section 12.2(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subparagraph (iv) to the extent that the Partners determine that an adjustment pursuant to Subparagraph (ii) above is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this Subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subparagraphs (i), (ii) or (iv) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. The initial Gross Asset Value of the contributed assets is set forth on Exhibit A. "Interest" shall mean, when used with reference to any person, the entire ownership interest of such person in income, gains, losses, deductions, tax credits, distributions and assets of the Partnership, and all other rights and obligations of 4 such person in the Partnership under the terms and provisions of this Agreement and the Act. "Nonrecourse Deductions" has the same meaning of such term set forth in Regulations Sections 1.704-2(b)(l) and 1.704-2(c). "Nonrecourse Liability" has the same meaning of such term set forth in Regulations Section 1.704-2(b)(3). "Partner Nonrecourse Debt" has the same meaning of such term set forth in Regulations Section 1.704-2(b)(4). "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3). "Partnership" shall mean the general partnership created under this Agreement and the partnership continuing the business of this Partnership in the event of a technical dissolution. "Partnership Minimum Gain" has the same meaning of such term set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). "Percentage Interest" has the meaning of such term set forth in Section 10.1(b). "Profits" and "Losses" means, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-(l)(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be subtracted from such taxable income or loss; 5 (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subparagraphs (ii) or (iii) of the definition of "Gross Asset Value," the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses; (iv) Gain or loss resulting from any disposition of any property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of "Depreciation" hereof; (vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Partner's Interest in accordance with Regulations Section 1.704-l(b)(2)(iv)(m)(4), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of the asset and shall be taken into account for purposes of computing Profits and Losses; (vii) Any items that are specially allocated pursuant to Section 12.2 and Section 12.3 hereof shall not be taken into account in computing Profits or Losses. "Property" shall mean, as the case may be, any or all real and personal property, whether tangible or intangible, owned by the Partnership and all improvements thereto. "Regulations" shall mean the Treasury Regulations promulgated under the Code, as such Treasury Regulations may be amended or modified from time to time (including corresponding provisions of succeeding regulations). 2. Formation of General Partnership. The parties to this Agreement hereby form a general partnership pursuant to the provisions of the Act and upon the terms, covenants and conditions hereinafter set forth. 6 3. Name of the Partnership. The name of the Partnership is "BHC of Indiana, General Partnership." The Partnership may employ or use a trade name other than the name of the Partnership for itself, any facilities owned, operated or managed by the Partnership or any services or lines of business of the Partnership. Any such trade name shall be selected by the Partners. 4. Names and Addresses of the Partners. The names and addresses of the Partners are listed on Exhibit B, attached hereto and herein incorporated by this reference, as the same may be amended from time to time, or at any time. 5. Purpose of Partnership. The Partnership has been formed for the purpose of consolidating control of the operations of the inpatient psychiatric hospitals of NI-Sub, Columbus-Sub, Lebanon-Sub and W-Sub. The Partnership may engage in any and all other activities as may be necessary, incidental or convenient to carrying out the business of the Partnership as contemplated by this Agreement. 6. Policies. All matters of policy and scope of operation which are set forth in this Agreement shall be incorporated in agreements between the Partners and affiliates of those Partners and any other parties participating in owning or operating BHC of Northern Indiana Hospital, BHC Columbus Hospital, BHC Valle Vista Hospital and BHC Lebanon Hospital (referred to collectively as the "Hospitals"). 7. Place of Business. The principal office of the Partnership shall be located at 102 Woodmont Boulevard, Suite 800, Nashville, Tennessee 37205, or at such other place as shall be agreed upon by a majority of the Partners from time to time. 8. Term. The Partnership shall commence on June 30, 1998, or such later date as the Partners shall mutually agree, and shall continue until June 30, 2028, or such other date as the Partners mutually agree. 9. Management. (a) The general management and determination of all questions relating to the affairs and policies of the Partnership, except for questions relating to the medical standards and medical policies of the Hospitals, shall be decided by a majority vote of the Partners. 10. Capital Contributions and Percentage Interest. 10.1 (a) Initial Capital Contribution. As of June 30, 1998, each Partner shall make an initial capital contribution to the Partnership consisting of all the assets with agreed upon initial Gross Asset Values as set forth on Exhibit A. In addition, the Partners will transfer to the Partnership any liabilities set forth on Exhibit A. The Partnership will assume or take subject to, as appropriate, such 7 liabilities. Such assets and liabilities have an agreed upon net value as set forth on Exhibit A. (b) Percentage Interest. The Partners have agreed to allocate Profits and Losses of the Partnership and distributions of Cash Flow (other than liquidating distributions) between the Partners according to the percentages (the "Percentage Interest") set forth on Exhibit C attached to this Agreement. The Percentage Interests will be maintained as set forth on Exhibit C unless modified in writing and signed by each of the Partners. The Partners all share in the capital of the Partnership based upon their respective Capital Account balances. 10.2 Additional Obligations. Any Partner may make further contributions to the Partnership. No Partner shall be obligated to make additional capital contributions to the Partnership or guarantee any indebtedness of the Partnership under this Agreement. 10.3 No or Limited Negative Capital Account Make Up. No Partner shall have an obligation to restore a negative Capital Account balance during the existence of the Partnership or upon the dissolution or termination of the Partnership. 10.4 Loans. Any Partner may, subject to the provisions of this Section 10.4, make loans or advance money to the Partnership if requested to do so by the Partners. These loans or advances shall not constitute an increase in the Capital Account or Percentage Interest of the lending Partner. The amount of any loan or advance shall be a liability of the Partnership to the lending Partner and shall be repayable upon such terms and conditions as may be agreed to by the lending Partner and the Partners; provided that such terms shall be as if they were negotiated at arm's length and shall otherwise be commercially reasonable. 11. Capital Account. As further provided for in Section 1 of this Agreement, the Partnership shall maintain a Capital Account for each Partner in accordance with the capital accounting rules of Regulations Section 1.704-l(b) for the entire term of the Partnership. 12. Allocations. 12.1 Profits and Losses. After giving effect to the special allocations set forth in Sections 12.2 and 12.3 for any Fiscal Year, Profits and Losses for any Fiscal Year will be allocated in accordance with the Partners' Percentage Interests. 12.2 Special Allocations. The following special allocations will be made in the following order: (a) Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this 8 Section 12, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specifically allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Partner's share of the net decrease in Partnership Minimum Gain as determined in accordance with Regulations Section 1.704-2(g). Allocations made in accordance with the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items allocated under this Section 12.2(a) shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 12.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations 1.704-2(f) and shall be interpreted consistently therewith. (b) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 12, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner, who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Deduction as determined in accordance with Regulations Section 1.704-2(i)(5), shall be specifically allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, as determined in accordance with Regulations Section 1.704-2(i)(4). Allocations made in accordance with the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items allocated under this Section 12.2(b) shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 12.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Qualified Income Offset. If any Partner unexpectedly receives a distribution, allocation, or adjustment described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), items of Partnership income and gain shall be made specifically to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of each such Partner as quickly as possible. An allocation made pursuant to this Section 12.2(c) shall be made only if, and to the extent that, each such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 12 have been tentatively made as if this Section 12.2(c) were not in the Agreement. 9 (d) Gross Income Allocation. In the event a Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore in accordance with any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore in accordance with the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5), each such Partner shall be specifically allocated items of Partnership income and gain in the amount of such excess as quickly as possible. An allocation made in accordance with this Section 12.2(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 12 have been made as if Sections 12.2(c) and 12.2(d) were not in this Agreement. (e) Partner Nonrecourse Deductions. In accordance with Regulations Section 1.704-2(i)(l), any Partner Nonrecourse Deductions for any Fiscal Year shall be specifically allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable. (f) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be specifically allocated among the Partners in proportion to the Partners' Percentage Interests. Solely for purposes of determining a Partner's proportionate share of the "excess nonrecourse liabilities" of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), the Partners' interests in Partnership profits are in proportion to their Percentage Interests. (g) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts as a result of a distribution to a Partner in complete liquidation of its Interest in accordance with Regulations Sections 1.704-l(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-l(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulations Section 1.704-l(b)(2)(iv)(m)(4) applies. (h) Allocations Upon Liquidation. Upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership's assets, income and loss shall be allocated among the Partners to cause the ending Capital Account balance of each Partner to be, as near as reasonably 10 practicable, in proportion to the respective Percentage Interest of each Partner. 12.3. Curative Allocations. The allocations set forth in Sections 12.2(a)-(g) (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other Partnership income, gain, loss, or deduction pursuant to this Section 12.3. 12.4. Tax Allocations: Code Section 704(c) (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to contributed assets shall be, solely for tax purposes, allocated among the Partners so as to take account of any variation between the adjusted basis of such asset to the Partnership for federal income tax purposes and its initial Gross Asset Value as set forth on Exhibit A. (b) In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to Subparagraph (ii) of the definition of "Gross Asset Value" set forth in Section 1, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (c) Allocations pursuant to this Section 10.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any person's Capital Account or share of Profits and Losses, other items, or distributions pursuant to any provision of this Agreement. 13. DISTRIBUTIONS 13.1. Cash Flow. The Cash Flow of the Partnership shall be distributed in proportion to the Partner's capital accounts. "Cash Flow of the Partnership" means all cash funds of the Partnership on hand at the end of each calendar quarter less (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute), (ii) provision for payment of any indebtedness of the Partnership when and as the payments are required (including both interest and principal), and (iii) provisions for adequate reserves as determined by the Partners for reasonably anticipated cash expenses and contingencies (which may include debt service on Partnership indebtedness), but without deduction for depreciation and other noncash expenses. 11 14. Additional Funds and Adjustments. (a) Call for Funds. The Partners recognize that additional funds may be required for the operations of the Hospitals. The funds may be obtained by cash contributions of the Partners or by loans obtained by the Partnership or by any other means. When additional funds by way of cash contributions to capital are required to meet current Partnership obligations or to pay operating costs, the additional funds shall be called for and shall be contributed by the Partners in proportion to their Percentage Interest in the Partnership. Such contribution shall be in cash. (b) Contributions for Defaulting Partner. If any Partner is unable or unwilling to make any or all of its proportionate contribution, then the non-defaulting Partners may, in addition to pursuing any other remedies which may be available, make contributions in excess of their proportionate shares (the "Excess Contribution"). If the non-defaulting Partners make Excess Contributions, then an adjustment shall be made to the Partners' capital accounts, and each Partner's share in the profits, losses and Cash Flow of the Partnership shall be adjusted accordingly. If, within 90 days from the date the non-defaulting Partners make an Excess Contribution, the defaulting Partner pays to the non-defaulting Partners an amount equal to the Excess Contribution, plus interest at 2% per annum more than the prime rate of interest as reported by The Wall Street Journal, but not more than the maximum rate allowed by law, then the Partners' capital accounts shall be adjusted for the reimbursement of the Excess Contribution (excluding interest), and each Partner's share in the profits, losses and Cash Flow of the Partnership shall be adjusted accordingly. 15. Books of Account. The Partnership books and records shall be maintained at the principal office of the Partnership, and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the Partners in accordance with generally accepted accounting principles consistently applied for financial reporting purposes and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership's business. The Partners shall also keep adequate federal income tax records. The fiscal year of the Partnership shall be the calendar year. The books shall be closed and balanced at the end of each fiscal year. 16. Banking. The Partners shall cause the funds of the Partnership to be deposited in such bank account as they shall designate, and withdrawals shall be made upon such signatures as the Partners shall authorize. 17. Termination of the Partnership. Upon termination of the Partnership as determined by the Partners, a full and general accounting shall be taken of the Partnership business and the affairs of the Partnership shall be completed. Any profits or losses incurred since the previous accounting shall be divided among the Partners and shall be added to the distribution made to the Partners. The Partners shall wind up and liquidate the Partnership by selling the Partnership assets, and, 12 after the payment of the Partnership liabilities, expenses and fees incurred in connection with such liquidation, distributing the proceeds thereof in cash to the Partners in accordance with their ending capital account balances in the Partnership. 18. Dissolution. Except as otherwise expressly provided in this Partnership Agreement, dissolution of the Partnership shall be subject to the provisions of the Act, as now or hereafter constituted or substituted. Unless otherwise required by law or by court order and subject to the provisions of this Section 18, the Partnership's business shall not terminate upon the occurrence of any event causing any dissolution of the Partnership. Any successor by the operation of law to a Partner's interest shall be deemed as an assignee having the rights which an assignee of such Partner's interest would have under the provisions of the Act. 19. Notices. All notices, consents and other instruments hereunder shall be in writing and mailed by certified mail, return receipt requested, postage prepaid, and shall be directed to the parties hereto at the following addresses or at the last addresses of the parties furnished by them in writing to the Partners. If to NI-Sub: BHC of Northern Indiana, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 If to Columbus-Sub: BHC Columbus Hospital, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 If to Valle Vista-Sub: BHC Valle Vista Hospital, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 If to Lebanon-Sub BHC Lebanon Hospital, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205
20. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns and controlled or controlling affiliates. 21. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee. 13 IN WITNESS WHEREOF, the Parties have executed this Agreement of General Partnership as of the date first above written. PARTNERS: BHC of Northern Indiana, Inc. By: [ILLEGIBLE] --------------------------------- Title: VP BHC Columbus Hospital, Inc. By: [ILLEGIBLE] --------------------------------- Title: VP BHC Valle Vista Hospital, Inc. By: [ILLEGIBLE] --------------------------------- Title: VP BHC Lebanon Hospital, Inc. By: [ILLEGIBLE] --------------------------------- Title: VP 14 EX-3.125 86 g96520exv3w125.txt EX-3.125 AGREEMENT OF GENERAL PARTNERSHIP OF BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP Exhibit 3.125 AGREEMENT OF GENERAL PARTNERSHIP OF BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP This Agreement entered into as of the ____ day of July, 1999, by and among BHC Meadows Partner, Inc., a Delaware corporation ("Meadows") and Indiana Psychiatric Institutes, Inc., a Delaware corporation ("IPII"). Meadows and IPII collectively are referred to herein as "Partners" or individually as a "Partner." WHEREAS, a Certificate of Limited Partnership was filed with the State of Delaware Secretary of State on July 21, 1992, forming Bloomington Meadows, Limited Partnership (the "Limited Partnership"); WHEREAS, the Partners of the Limited Partnership determined that it was in the Limited Partnership's best interest to convert it from a limited partnership to a general partnership; WHEREAS, the Partners of the Limited Partnership filed a Certificate of Cancellation of Certificate of Limited Partnership, dated June 30, 1998, with the State of Delaware Secretary of State converting the Limited Partnership to a general partnership with the name Bloomington Meadows, General Partnership; and WHEREAS, the Partners of Bloomington Meadows, General Partnership have decided to memorialize in writing their oral agreement as of June 30, 1998 by executing this Agreement of General Partnership. NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Partners, intending to be legally bound, do hereby agree as follows: 1. Definitions. "Act" shall mean the Tennessee Uniform Partnership Act, as amended. 1 "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the Fiscal Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Partner is treated as being obligated to restore to the capital of the Partnership as determined under Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Capital Account" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions: (i) To each Partner's Capital Account there shall be credited the amount of cash and the initial Gross Asset Value of any property contributed to the Partnership by such Partner, such Partner's distributive share of Profits, and any items in the nature of income or gain that are specially allocated pursuant to Section 12.2 or Section 12.3 of this Agreement, and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by any Property distributed to such Partner. (ii) From each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses, and any items in the nature of loss or deduction specially allocated pursuant to Section 12.2, Section 12.3 or Section 12.4, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership. In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with 2 such Regulations. In the event the Partners shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributions or distributed property or which are assumed by the Partnership), are computed in order to comply with such Regulations, the Partners may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner upon the dissolution of the Partnership. The Partners also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the respective Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b), provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a material adverse effect on any Partner, such adjustment shall require the consent of such Partner. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provisions of succeeding law. "Depreciation" means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation will be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis. Notwithstanding the foregoing, if an asset has a zero basis for federal income tax purposes at the beginning of such Fiscal Year, depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Partners. "Fiscal Year" shall have the meaning set forth in Section 15. "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership will be the gross fair market value of such asset, as set forth on Exhibit A to this Agreement; 3 (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partners, as of the following times: (A) Upon the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution if the Partners reasonably determine that such an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; (B) Upon the distribution by the Partnership to a Partner of more than a de minimis amount of any Property as consideration for an Interest in the Partnership if the Partners reasonably determine that such an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and (C) Upon the liquidation of the Partnership. (iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Subparagraph (vi) of the definition of "Profits" and "Losses" or Section 12.2(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subparagraph (iv) to the extent that the Partners determine that an adjustment pursuant to Subparagraph (ii) above is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this Subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subparagraphs (i), (ii) or (iv) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. The initial Gross Asset Value of the contributed assets is set forth on Exhibit A. "Interest" shall mean, when used with reference to any person, the entire ownership interest of such person in income, gains, losses, deductions, tax credits, distributions and assets of the Partnership, and all other rights and obligations of 4 such person in the Partnership under the terms and provisions of this Agreement and the Act. "Nonrecourse Deductions" has the same meaning of such term set forth in Regulations Sections 1.704-2(b)(1) and 1.704-2(c). "Nonrecourse Liability" has the same meaning of such term set forth in Regulations Section 1.704-2(b)(3). "Partner Nonrecourse Debt" has the same meaning of such term set forth in Regulations Section 1.704-2(b)(4). "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3). "Partnership" shall mean the general partnership created under this Agreement and the partnership continuing the business of this Partnership in the event of a technical dissolution. "Partnership Minimum Gain" has the same meaning of such term set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). "Percentage Interest" has the meaning of such term set forth in Section 10.1. "Profits" and "Losses" means, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-(1)(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subparagraphs (ii) or (iii) of the definition of "Gross Asset Value," the amount of such adjustment shall be taken into account as 5 gain or loss from the disposition of such asset for purposes of computing Profits and Losses; (iv) Gain or loss resulting from any disposition of any property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, as adjusted for Depreciation, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of "Depreciation" hereof; (vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Partner's Interest in accordance with Regulations Section 1.704-1(b)(2)(iv)(m)(4), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of the asset and shall be taken into account for purposes of computing Profits and Losses; (vii) Any items that are specially allocated pursuant to Section 12.2 and Section 12.3 hereof shall not be taken into account in computing Profits or Losses. "Property" shall mean, as the case may be, any or all real and personal property, whether tangible or intangible, owned by the Partnership and all improvements thereto. "Regulations" shall mean the Treasury Regulations promulgated under the Code, as such Treasury Regulations may be amended or modified from time to time (including corresponding provisions of succeeding regulations). 2. Formation of General Partnership. The parties to this Agreement hereby form a general partnership pursuant to the provisions of the Act and upon the terms, covenants and conditions hereinafter set forth. 3. Name of the Partnership. The name of the Partnership is "Bloomington Meadows, General Partnership." The Partnership may employ or use a trade name other than the name of the Partnership for itself, any facilities owned, operated or managed by the Partnership or any services or lines of business of the Partnership. Any such trade name shall be selected by the Partners. 6 4. Names and Addresses of the Partners. The names and addresses of the Partners are listed on Exhibit B, attached hereto and herein incorporated by this reference, as the same may be amended from time to time, or at any time. 5. Purpose of Partnership. The purpose of the Partnership shall be to acquire, finance, construct, own, manage, lease and/or operate healthcare facilities; to acquire (by purchase, lease, donation or otherwise) real and personal property in respect of such facilities; and to obtain licenses and permits and all other things necessary, appropriate or desirable in order to achieve the foregoing purposes. The Partnership may engage in any and all other activities as may be necessary, incidental or convenient to carrying out the business of the Partnership as contemplated by this Agreement. 6. Policies. All matters of policy and scope of operation which are set forth in this Agreement shall be incorporated in agreements between the Partners and affiliates of those Partners and any other parties participating in owning or operating Meadows Hospital (the "Hospital"). 7. Place of Business. The principal office of the Partnership shall be located at 102 Woodmont Boulevard, Suite 800, Nashville, Tennessee 37205, or at such other place as shall be agreed upon by a majority of the Partners from time to time. 8. Term. The Partnership commenced on June 30, 1998, and shall continue until June 30, 2028, or such other date as the Partners mutually agree. 9. Management. (a) The general management and determination of all questions relating to the affairs and policies of the Partnership, except for questions relating to the medical standards and medical policies of the Hospital, shall be decided by a majority vote of the Partners. 10. Percentage Interest and Capital Account Provisions. 10.1 Percentage Interest. The Partners have agreed to allocate Profits and Losses of the Partnership and distributions of Cash Flow of the Partnership (other than liquidating distributions) between the Partners according to the percentages (the "Percentage Interest") set forth on Exhibit C attached to this Agreement. The Percentage Interests will be maintained as set forth on Exhibit C unless modified in writing and signed by each of the Partners. The Partners all share in the capital of the Partnership based upon their respective Capital Account balances. 10.2 Additional Obligations. Any Partner may make further contributions to the Partnership. No Partner shall be obligated to make additional 7 capital contributions to the Partnership or guarantee any indebtedness of the Partnership under this Agreement. 10.3 No Negative Capital Account Make Up. Notwithstanding any other provision in this Agreement to the contrary or inference from any other provision in this Agreement, no Partner shall have an obligation to the Partnership, another Partner, or to a third party to restore a negative Capital Account balance during the existence of the Partnership or upon the dissolution or termination of the Partnership. 10.4 Loans. Any Partner may, subject to the provisions of this Section 10.4, make loans or advance money to the Partnership if requested to do so by the Partners. These loans or advances shall not constitute an increase in the Capital Account or Percentage Interest of the lending Partner. The amount of any loan or advance shall be a liability of the Partnership to the lending Partner and shall be repayable upon such terms and conditions as may be agreed to by the lending Partner and the Partners; provided that such terms shall be as if they were negotiated at arm's length and shall otherwise be commercially reasonable. 11. Capital Account. As further provided for in Section 1 of this Agreement, the Partnership shall maintain a Capital Account for each Partner in accordance with the capital accounting rules of Regulations Section 1.704-1(b)(2)(iv) for the entire term of the Partnership. 12. Allocations. 12.1 Profits and Losses. After giving effect to the special allocations set forth in Sections 12.2 and 12.3 and subject to Section 12.4 for any Fiscal Year, Profits and Losses for any Fiscal Year will be allocated in accordance with the Partners' Percentage Interests. 12.2 Special Allocations. The following special allocations will be made in the order prescribed by the applicable Regulations under Code Section 704. (a) Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 12, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specifically allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Partner's share of the net decrease in Partnership Minimum Gain as determined in accordance with Regulations Section 1.704-2(g). Allocations made in accordance with the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items allocated under this Section 12.2(a) shall be determined in accordance with 8 Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 12.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations 1.704-2(f) and shall be interpreted consistently therewith. (b) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 12, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner, who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Deduction as determined in accordance with Regulations Section 1.704-2(i)(5), shall be specifically allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, as determined in accordance with Regulations Section 1.704-2(i)(4). Allocations made in accordance with the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items allocated under this Section 12.2(b) shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 12.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Qualified Income Offset. If any Partner unexpectedly receives a distribution, allocation, or adjustment described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be made specifically to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of each such Partner as quickly as possible. An allocation made pursuant to this Section 12.2(c) shall be made only if, and to the extent that, each such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 12 have been tentatively made as if this Section 12.2(c) were not in the Agreement. (d) Gross Income Allocation. In the event a Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is treated as being obligated to restore to the capital of the Partnership as determined in accordance with Regulations Section 1.704-1(b)(2)(ii)(c), and (ii) the amount such Partner is deemed to be obligated to restore in accordance with the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specifically allocated items of Partnership income and gain in the amount 9 of such excess as quickly as possible. An allocation made in accordance with this Section 12.2(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 12 have been made as if Sections 12.2(c) and 12.2(d) were not in this Agreement. (e) Partner Nonrecourse Deductions. In accordance with Regulations Section 1.704-2(i)(1), any Partner Nonrecourse Deductions for any Fiscal Year shall be specifically allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable. (f) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be specifically allocated among the Partners in proportion to the Partners' Percentage Interests. Solely for purposes of determining a Partner's proportionate share of the "excess nonrecourse liabilities" of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), the Partners' interests in Partnership profits are in proportion to their Percentage Interests. (g) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts as a result of a distribution to a Partner in complete liquidation of its Interest in accordance with Regulations Sections 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) Allocations Upon Liquidation. After giving effect to the allocations in Sections 12.2(a)-(g), upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership's assets, all remaining items of income, gain, loss and deduction shall be allocated among the Partners to cause the ending Capital Account balance of each Partner to be, as near as reasonably practicable, in proportion to the respective Percentage Interest of each Partner. 12.3. Curative Allocations. The allocations set forth in Sections 12.2(a)-(g) and 12.4 (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory 10 Allocations or with special allocations of other Partnership income, gain, loss, or deduction pursuant to this Section 12.3 to the extent permitted under the Regulations. 12.4. Loss Limitation. The Losses allocated pursuant to Section 12.1 shall not exceed the maximum amount of Losses that can be so allocated without causing any Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. All Losses in excess of the limitation shall be allocated to the other Partner. 12.5. Tax Allocations: Code Section 704(c) (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to contributed assets shall be, solely for tax purposes, allocated among the Partners so as to take account of any variation between the adjusted basis of such asset to the Partnership for federal income tax purposes and its initial Gross Asset Value as set forth on Exhibit A. (b) In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to Subparagraph (ii) of the definition of "Gross Asset Value" set forth in Section 1, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall be made among the Partners so as to take into account any variation between the adjusted tax basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (c) In making the allocations pursuant to this Section 12.5, the General Partners shall apply any reasonable method permitted by the Regulations under Code Section 704(c). Allocations pursuant to this Section 12.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any person's Capital Account or share of Profits and Losses, other items, or distributions pursuant to any provision of this Agreement. 12.6. Change in Percentage Interests. Notwithstanding the foregoing, in the event any Partner's Percentage Interest changes during a Fiscal Year for any reason, such allocations of Profit, Loss, and items of income, gain, loss, and deduction shall be adjusted as necessary to reflect the varying interests of the parties during such year. Such adjustment shall be based on the proportion of the year such Partner held such Percentage Interest; provided, however, that in the event of any significant transactions or uneven income or loss, the General Partners may direct that a closing of the books method be used. 11 13. DISTRIBUTIONS 13.1. Cash Flow. The Cash Flow of the Partnership shall be distributed in proportion to the Partners' Percentage Interests. "Cash Flow of the Partnership" means all cash funds of the Partnership on hand at the end of each calendar quarter less (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute), (ii) provision for payment of any indebtedness of the Partnership when and as the payments are required (including both interest and principal), and (iii) provisions for adequate reserves as determined by the Partners for reasonably anticipated cash expenses and contingencies (which may include debt service on Partnership indebtedness), but without deduction for depreciation and other noncash expenses. 12 14. Additional Funds and Adjustments. (a) Call for Funds. The Partners recognize that additional funds may be required for the operations of the Hospital. The funds may be obtained by cash contributions of the Partners or by loans obtained by the Partnership or by any other means. When additional funds by way of cash contributions to capital are required to meet current Partnership obligations or to pay operating costs, the additional funds shall be called for and shall be contributed by the Partners in proportion to their Percentage Interest in the Partnership. Such contribution shall be in cash. (b) Contributions for Defaulting Partner. If any Partner is unable or unwilling to make any or all of its proportionate contribution, then the non-defaulting Partners may, in addition to pursuing any other remedies which may be available, make contributions in excess of their proportionate shares (the "Excess Contribution"). If the non-defaulting Partners make Excess Contributions, then an adjustment shall be made to the Partners' Capital Accounts, and each Partner's share in the profits, losses and Cash Flow of the Partnership shall be adjusted accordingly. If, within 90 days from the date the non-defaulting Partners make an Excess Contribution, the defaulting Partner pays to the non-defaulting Partners an amount equal to the Excess Contribution, plus interest at 2% per annum more than the prime rate of interest as reported by The Wall Street Journal, but not more than the maximum rate allowed by law, then the Partners' Capital Accounts shall be adjusted for the reimbursement of the Excess Contribution (excluding interest), and each Partner's share in the profits, losses and Cash Flow of the Partnership shall be adjusted accordingly. 15. Books of Account. The Partnership books and records shall be maintained at the principal office of the Partnership, and each Partner shall have access thereto at all reasonable times. The books and records shall be kept by the Partners in accordance with generally accepted accounting principles consistently applied for financial reporting purposes and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership's business. The Partners shall also keep adequate federal income tax records. The fiscal year of the Partnership shall be the fiscal year beginning July 1 and ending June 30 for both financial and tax reporting purposes. The books shall be closed and balanced at the end of each fiscal year. 16. Banking. The Partners shall cause the funds of the Partnership to be deposited in such bank account as they shall designate, and withdrawals shall be made upon such signatures as the Partners shall authorize. 13 17. Termination of the Partnership. Upon termination of the Partnership as determined by the Partners, a full and general accounting shall be taken of the Partnership business and the affairs of the Partnership shall be completed. The Partners shall wind up and liquidate the Partnership by selling the Partnership assets and, after the payment of the Partnership liabilities, expenses and fees incurred in connection with such liquidation and providing for adequate reserves, distributing the remaining assets to the Partners in accordance with their ending Capital Account balances in the Partnership after all allocations and other adjustment to the Capital Account have been made for the Fiscal Year in which the liquidation occurs. 18. Dissolution. Except as otherwise expressly provided in this Partnership Agreement, dissolution of the Partnership shall be subject to the provisions of the Act, as now or hereafter constituted or substituted. Unless otherwise required by law or by court order and subject to the provisions of this Section 18, the Partnership's business shall not terminate upon the occurrence of any event causing any dissolution of the Partnership. Any successor by the operation of law to a Partner's interest shall be deemed as an assignee having the rights which an assignee of such Partner's interest would have under the provisions of the Act. 19. Notices. All notices, consents and other instruments hereunder shall be in writing and mailed by certified mail, return receipt requested, postage prepaid, and shall be directed to the parties hereto at the following addresses or at the last addresses of the parties furnished by them in writing to the Partners. If to Meadows: BHC Meadows Partner, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 If to IPII: Indiana Psychiatric Institutes, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 20. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns and controlled or controlling affiliates. 21. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee. 14 IN WITNESS WHEREOF, the Parties have executed this Agreement of General Partnership as of the date first above written. PARTNERS: BHC MEADOWS PARTNER, INC. By: William P. Barnes Title: SVP INDIANA PSYCHIATRIC INSTITUTES, INC. By: William P. Barnes Title: SVP 15 EXHIBIT A GROSS ASSET VALUE OF INITIAL ASSETS CONTRIBUTED TO BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
Partner Gross Asset Value - ------- ----------------- 1. BHC Meadows Partner, Inc. $6,318,744 2. Indiana Psychiatric Institutes, Inc. $ 63,826
16 EXHIBIT B The names and addresses of the Partners of Bloomington Meadows, General Partnership are as follows: 1. BHC Meadows Partner, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 2. Indiana Psychiatric Institutes, Inc. 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 17 EXHIBIT C The Percentage Interest of each of the Partners is as follows:
Partner Percentage Interest ------- ------------------- 1. BHC Meadows Partner, Inc. 99% 2. Indiana Psychiatric Institutes, Inc. 1%
18 EX-3.128 87 g96520exv3w128.txt EX-3.128 AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP, AS AMENDED EXHIBIT 3.128 AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP THIS AGREEMENT AND CERTIFICATE OF PARTNERSHIP ("Agreement") is made and entered into as of the fourteenth day of September 1985 ("Commencement Date"), by and among MESILLA VALLEY HOSPITAL, INC., a New Mexico corporation ("MVH"), and MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC., a New Mexico corporation ("Associates"). WHEREAS, the parties (collectively, the "Partners") wish to join formally together as a New Mexico general partnership, and to set forth in full the terms and conditions of their agreement in this regard; NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of 'which is hereby acknowledged, the Partners agree as follows: 1. Formation and Name The Partners hereby form a general partnership pursuant to the laws of the State of New Mexico, to be conducted under the name of MESILLA VALLEY GENERAL PARTNERSHIP (the "Partnership"). 2. Purposes The Partnership shall establish, own and operate an inpatient psychiatric hospital, to be built in the vicinity of Las Cruces, New Mexico, including additional and ancillary mental, psychiatric and psychological health care facilities for inpatients and for outpatients (the "Facility"); shall acquire (by purchase, lease, donation or otherwise) real and personal property; and shall obtain licenses and permits and shall do all other things necessary, appropriate or desirable for the lawful and economically viable operation of the Facility. 3. Principal Place of Business The principal place of business of the Partnership shall be maintained at 250 South Downtown Mall, Las Cruces, New Mexico, or at such other place or places in the vicinity of Las Cruces, New Mexico, as the Partners may from time to time determine. 4. Term The Partnership shall be effective for an Original Term of fifty (50) years from the Commencement Date, and thereafter for Additional Terms of five (5) years each, unless and until dissolved in accordance with Section 13 of this Agreement. 5. Capital Contributions and Partnership Interest Simultaneously with the execution of this Agreement, each Partner shall make an Original Capital Contribution in the amount of fifty thousand dollars ($50,000.00) in cash, except that each of MVH and Associates shall be given a credit toward that contribution equivalent to such reasonable expenses as such Partner shall have incurred or assumed (either directly or through any of its shareholders acting on its behalf) in the - 2 - development of the Facility prior, to the Commencement Date. Upon making its Original Capital Contribution, each Partner shall be entitled to a fifty percent (50%) Partnership Interest in the Partnership. No further contribution to the capital of the Partnership shall be required of any Partner, except as provided in Section 6 of this Agreement or as unanimously agreed upon by the Partners. Subject to the terms of this Agreement, the Partners shall be entitled to share in the losses and profits of the Partnership and to participate in the management of the Partnership in proportion to the fifty percent Partnership Interest held by each Partner. Partnership Interests may be transferred only in accordance with Sections 10, 11 and 12 of this Agreement. 6. Participation in Partnership Debt Subject to the discretion of the Governing Body of the Partnership, the general policy of the Partnership shall be to obtain funding for the Partnership through the facility's operating revenues and through loans and extensions of credit to the Partnership by the partners and/or by third parties. Financings that require guarantees shall be guaranteed by the Partners to the extent of their respective Partnership Interests; Provided that, in the event that any Partner Guarantees a Partnership obligation in excess of its Partnership Interest, each of the other Partners shall indemnify such guaranteeing Partner in proportion to such other Partner's Partnership Interests. - 3 - 7. Capital Accounts and Partnership Records The books of account in which all receipts and expenditures of the Partnership are reflected, and all other records pertaining to the Partnership, shall be maintained in accordance with generally accepted accounting practices, consistently applied, and in compliance with the pertinent provisions of the Internal Revenue Code and all applicable state and local tax codes. Such books and records shall be open at all reasonable times for inspection by any Partner or its duly authorized designees. At such intervals as the Governing Body may from time to time determine, such books and records shall be audited by independent certified public accountants, and financial statements shall be prepared. Separate Capital Accounts shall be maintained for each Partner and shall consist of the sum of its contributions to the capital of the Partnership, plus its share of the profits of the Partnership, plus its reasonable and appropriately documented costs and expenses incurred on behalf of the Partnership within the scope of the Partnership business, including without limitation, transportation and out-of-town room and board, to the extent approved by the Governing Body, less its share of the losses of the Partnership, less any distributions to or withdrawals made by or attributed to it by the Partnership. 8. Distribution of Net Cash Receipts (a) The Net Cash Receipts of the Partnership shall be determined as of the end of each fiscal year of the Partnership and shall consist of the net profit or net loss of the Partnership, as the case may be, for such fiscal year, increased by the sum of: (i) depreciation and other non-cash charges deducted in computing the net profit or net loss of the Partnership for such fiscal year; (ii) that portion of the proceeds of sale of Partnership assets that represents the return of the book value for such assets; and (iii) any cash that becomes available during such fiscal year by reason of a determination of the Governing Body or the Manager to reduce any reserve funds; and decreased by the sum of: (iv) principal payments made by the Partnership on any of its debts during such fiscal year; (v) any expenditure made by the Partnership during such fiscal year which are not chargeable to reserve funds established by the Governing Body; and (vi) additions to working capital and any other reserve funds reasonable deemed necessary by the Governing Body or the Manager during such fiscal year. (b) Net Cash Receipts shall be estimated as soon as practicable, without audit, after the end of each Partnership fiscal year, and all such estimated Net Cash Receipts shall then be distributed promptly to the Partners in proportion to their Partnership Interests. Upon the unanimous consent of the Partners, distributions of Net Cash Receipts may be made more frequently than annually. As soon as practicable after the Partnership financial statements for a Partnership fiscal year are completed, any necessary adjustments to such distribution of Net Cash Receipts shall be made. (c) Distributions in kind of the property of the Partnership, in liquidation or otherwise, shall be made only with the consent of all the Partners. Prior to any such distribution in kind, the difference between the market value and the book value of such property shall be credited or charged, as appropriate, to the Partners' Capital Accounts in proportion to their Partnership Interests. Upon such distribution of the property, such market value shall be charged to the Capital Account of the Partner or Partners receiving such distribution. 9. Management of Partnership No Partner, acting alone, can bind the Partnership. The Partnership's affairs shall be managed by a Governing Body, subject to the approval of the Partners. The Partnership shall execute an agreement with Psychiatric Management, Inc., a Delaware corporation (the "Manager"), for general management of the Facility, and the Manager shall be responsible for the day-to-day management of the business of the Facility. The Governing Body shall consist of six (6) members, three (3) to be appointed by Associates and three (3) to be appointed by MVH, within thirty (30) days of the Commencement Date. Each Partner may, at any time and with or without cause, remove and replace any member which it has previously appointed to the Governing Body, and may designate alternates to attend meetings of the Governing Body in the appointees absence. Under no circumstances may any action be taken by the Governing Body except upon the concurrence of no less than four members thereof. The Governing Body shall select a Chairman who will serve at its pleasure, and shall delegate to such Chairman such powers and duties as the Governing Body, in its sole discretion, may determine from time to time. The Governing Body shall conduct its initial meeting at such time as the Partners shall mutually agree, and shall adopt such bylaws and rules as may be necessary or desirable for the conduct of its affairs, subject only to the terms of this Agreement and any other document binding upon the Partnership. 10. Transfer of Partnership Interests Subject to the provisions of Section 12 of this Agreement, any or all of any Partner's Partnership Interest may be sold, conveyed, assigned, pledged (except for the sole purpose of securing any financing for the benefit of the Partnership, to the extent required by the lending party) or transferred in any manner (hereinafter, the "transfer") only: (a) to any other Partner; or (b) to a third party, only with the written consent of all other Partners. Any attempted transfer of any or all of any Partner's Partnership Interest not in accordance with the terms of this Section 10 shall be null and void. 11. Effect of Transfer of Partnership Interest In the event of a transfer in accordance with this Agreement of all or any of any Partner's Partnership Interest, the Partnership shall continue and the transferee of such interest shall be admitted to the Partnership as a general partner, with the same rights and obligations as the transferring Partner had with respect to the transferred Partnership Interest, upon: (a) execution by such transferee of an unconditional consent to be bound by the terms of this Agreement and the Master Agreement; and (b) filing with the appropriate state or county official of an Amended Agreement to reflect the change in Partnership Interests. 12. Disqualification of a Partner (a) Any Partner suffering a Disqualifying Event shall become a Disqualified Partner and subject to the sanctions provided for in Section 12(b) of this Agreement. Disqualifying Events shall include the following: (i) any of the following events of Bankruptcy, namely, such Partner's (A) application for or consent to the appointment of a receiver, conservator trustee, liquidator, custodian or other judicial representative for the Partner or any substantial portion of its assets or properties; (B) admission in writing of its inability generally to pay its debts as they mature; (C) making of a general assignment for the benefit of its creditors; (D) suffering entry of an order for relief by a Bankruptcy Court for or against it or suffering adjudication of insolvency; (E) filing a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law or statute, or filling an answer admitting the material allegations of a petition filed against it in any proceeding under any Such law; (F) suffering entry of an order, judgment or decree by any court of competent jurisdiction approving a petition seeking reorganization of it or of all or a substantial part of its assets and properties or appointing a receiver, conservator, trustee, liquidator, custodian or other judicial representative, should such order, judgment or decree continue unstayed and in effect for a period of sixty (60) consecutive days; provided, however, that in the event that both Partners or either Partner and the Partnership shall suffer any of the foregoing events of bankruptcy ("Simultaneous Disqualification"), this Section 12(l)(i) shall be of no effect for the duration of such Simultaneous Disqualification; (ii) for the period of five years from the date first written above, any material breach of this Agreement by such Partner, not cured within thirty (30) days after notice to such Partner by any other Partner of such breach; provided, however, that no thirty (30) day cure period shall be extended to any Partner in the event of its breach of Sections 10 or 14 of this Agreements; (iii) the responsibility of such Partner for any act which (A) causes a dissolution of the Partnership or would justify entry of a decree of dissolution of the Partnership under the laws of the State of New Mexico; (B) adversely affects the tax status of the Partnership under applicable federal, state or local law; (C) adversely affects the Facility's licensure, certification or approval under applicable federal, state or local law; or (D) results in conviction of the Partner or any of its shareholders, officers, directors, employees or agents, or any of the shareholders, officers, directors, employees or agents of Ohio Psychiatric Institutes, Inc, a Delaware corporation, of a crime, unless such disqualification shall be waived by a majority vote of the Partnership; and (iv) in the case of the Partner which is a legal entity, such Partner's uncured dissolution or liquidation. Any Partner suffering from a Disqualifying Event, or any Partner receiving actual notice of a Disqualifying Event, shall immediately notify the Chairman of the Governing Body of the occurrence of a Disqualifying Event, and such Chairman shall immediately notify all Partners of the Disqualifying Event. (b) Within a period of sixty (60) days after the Governing Body notifies the non-Disqualified Partners of the occurrence of a Disqualifying Event, the remaining Partners shall elect to either: (i) Require the Disqualified Partner to offer for sale to the remaining Partners his entire Partnership Interest, pursuant to Sections 12(e) and (f) of this Agreement; or (ii) Cause the Partnership to redeem the entire interest of the Disqualified Partner pursuant to Sections 12(e) and (f) of this Agreement; (iii) Cause the Partnership to be liquidated and dissolved pursuant to Section 13 of this Agreement; or (iv) Continue the Partnership, notwithstanding the occurrence of such Disqualifying event, with the Disqualified Partner or its successor(s) or assign(s). Notwithstanding the election by the Governing Body pursuant to this Section 12(b), the Governing Body or any non-Disqualified Partner may seek legal and/or equitable remedies against the Disqualified Partner in the event of a Disqualifying Event. (c) Upon the occurrence of a Disqualifying Event, the Disqualified Partner's appointees to the Governing Body shall cease to be members of the Governing Body and, thereafter, the Partnership's affairs shall be managed exclusively by the appointees of the non-Disqualified Partners, appointed in proportion to their respective Partnership Interests; provided, however, that the appointees of the Disqualified Partner shall be reinstated to full participation in the Governing Body in the event that the non-Disqualified Partners elect to continue the Partnership pursuant in Section 12(b)(iv). (d) Elections pursuant to Section 12(b) shall be made by giving written notice thereof to the Disqualified Partner within the prescribed sixty (60) day period. In the event that the Governing Body fails to give notice of its election pursuant to Section 12(b) within the prescribed sixty (60) day period, it shall be conclusively presumed to have elected to continue the Partnership pursuant to Section 12(b)(iv). (e) In the event that any or all of the Disqualified Partner's Partnership Interest is purchased or redeemed pursuant to Sections 12(b)(i) or 12(b)(ii) of this Agreement, the Disqualified Partner shall cease to be a Partner to the extent his Partnership Interest has been purchased or redeemed, upon (i) payment, within 120 days following the date of notice of election pursuant to Section 12(b) of this Agreement, of the Buyout Price described in Section 12(f) of the Agreement; and (ii) transfer of the Partnership Interest pursuant to Sections 10 and 11 of this Agreement; provided, however, that the Disqualified Partner shall remain liable to the party or parties acquiring his Partnership Interest for any negative balance (or portion thereof attributable to the acquired Partnership Interest) of his Capital Account, and for any contingent or unliquidated liabilities not fully taken into account in determining the Buyout Price. (f) In the event that all or any of the Disqualified Partner's Partnership Interest is purchased or redeemed pursuant to Sections 12(b)(i) or 12(b)(ii) of this Agreement, the Buyout Price shall be the lesser of (i) the amount standing in such Disqualified Partner's Capital Account (or portion thereof attributable to the acquired Partnership Interest) at the close of business on the date of the occurrence of the Disqualifying Event; (ii) the amount standing in the Disqualified Partner's Capital Account (or portion thereof attributable to the acquired Partnership interest) on the last day of the calendar month preceding the date upon which notice of the Disqualifying Event is received by the Chairperson of the Governing Body; or (iii) if the Disqualifying Event is an actual (or attempted) transfer of all or a portion of the Disqualified Partner's Partnership Interest, the price for which the Disqualified Partner attempted to transfer such interest. (g) Each Partner hereby constitutes and appoints the Chairman of the Governing Body as its true and lawful agent and attorney-in-fact to execute such documents, contracts and instruments of conveyance as may be necessary or appropriate to confirm the conveyance of such Partner's interest in the Partnership and the property of the Partnership in the event that such Partner should become a Disqualified Partner under the terms of this Section 12, and such Partner hereby acknowledges that such appointment is coupled with an interest and is irrevocable. 13. Dissolution and Liquidation (a) For purposes of this Agreement, the following shall constitute Liquidating Events: (i) the expiration of the term of the Partnership, as set forth in Section 4 of this Agreement; (ii) the unanimous consent of the Partners to terminate the Partnership, which consent shall not be unreasonably withheld in the event that the Facility shall not be licensed or operational within a reasonable time after the Commencement Date; (iii) the election by the Partners to terminate the Partnership pursuant to Section 12(b) of this Agreement; and (iv) the adjudication of the Partnership as a bankrupt. (b) Upon the occurrence of a Liquidating Event, the Governing Body shall serve as Liquidator, under its normal rules and bylaws. The Liquidator shall continue the Partnership for the sole purpose of winding up its affairs, selling its assets and applying the proceeds of such sale in the manner and order of priority provided by Section 13(c) of this Agreement; provided, however, that for the purpose of preserving the going concern or goodwill value of the Partnership's business pending sale thereof, and in order to minimize the losses normally attendant upon such liquidation, the Liquidator may continue to operate such business for a reasonable period following the occurrence of such Liquidating Event, after which period the Partnership shall cease to do business. Upon the occurrence of a Liquidating Event, the Liquidator may convert the assets of the Partnership into cash by selling such assets at one or more public or private sales, for cash or terms, at such price or prices as the Liquidator in its sole discretion shall determine, or may make distributions in kind. The Liquidator may sell all or a portion of the Partnership's assets and business to one or more Partners, or their shareholders or affiliates. Upon the sale of all of the Partnership's assets (other than assets which are distributed in kind), the final Capital Account of each Partner shall be computed and the Liquidator shall collect from each Partner the negative balance, if any, standing in its final Capital Account, said negative Capital Account being acknowledged by the Partners to be a legal debt to the Partnership. (c) The proceeds of the liquidation of the Partnership shall be applied and distributed in the following manner and in the following order of priority: (i) to the payment of the debts and liabilities of the Partnership and to the expenses of liquidation in order of priority as provided by law, and to the establishment of any reserves which the Liquidator deems necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves shall be paid over to an agent or trustee to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of such period as the Liquidator deems advisable, and distributing the balance of such reserves as provided in this Section 13(c); then to (ii) the repayment to each Partner of its final Capital Account. -14- The Partnership shall terminate and dissolve when all property owned by the Partnership shall have been disposed of and the proceeds distributed to the Partners in accordance with the provisions of this Section 13(c); provided, however, that the establishment of any reserves in accordance with the provisions of this Section 13(c) shall not have the effect of extending the term of the Partnership. 14. Competition; Other Activities (a) Each party hereby acknowledges that, in its capacity as a Partner of the Partnership, it and its Governing Body appointees will acquire valuable knowledge of the Partnership's business and business methods, patients and clients, sources of patient and client referrals, and sources of financing of the Partnership. Each Partner further acknowledges that any psychiatric facility located within two hundred (200) miles of Las Cruces, New Mexico, would compete, directly or indirectly, with the business of the Partnership and that the utilization of such knowledge, directly or indirectly, for the benefit of any other hospital business operated within two hundred (200) miles of Las Cruces, New Mexico, would be injurious to and adversely affect the Partnership's business and profitability. Hence, the Partners hereby acknowledge their intention, during the term of this Agreement, to own, operate, or be employed or retained in connection with the ownership or operation of psychiatric facilities within two hundred (200) miles of Las Cruces, New Mexico, only as partners with each other, pursuant to terms, -15- conditions and agreements substantially similar to those provided in this Agreement. Each Partner hereby covenants and agrees that, during the term of this Agreement, and for three (3) years after the earlier of: (i) the termination of this Agreement or (ii) such Partner's sale of all of its Partnership Interest, no Partners will, without the consent or participation of the other Partners, directly or indirectly, own, operate or participate in the ownership or operation of any psychiatric, substance abuse or any other form of mental health facility or unit or program within two hundred (200) miles of Las Cruces, New Mexico other than the Facility. (b) The Partners will not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person or entity that they or it employ or solicit for employment any employees of the Partnership. (c) Each Partner hereby acknowledges that each of its noncompetition agreements constitutes a separate agreement, independently supported by good and adequate consideration, and that each such separate agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement. The existence of any claim or cause of action by any Partner against the Partnership or any other Partner, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by such other Partner or the Partnership of these noncompetition covenants and agreements. Each Partner further recognizes and acknowledges that the ascertainment of damages in the event of breach of any of the -16- noncompetition covenants or agreement contained in this Section 14 would be difficult, if not impossible, and each Partner therefore waives any claim or defense, in any action brought by any other Partner or the Partnership to enforce the terms of this Agreement, that such Partner or Partnership has an adequate remedy at law. (d) Except as otherwise specifically provided in this Section 14, each Partner may engage in such other businesses and activities as it shall determine, including without limitation, the ownership and operation of psychiatric facilities beyond two hundred (200) miles of Las Cruces, New Mexico, without accountability or liability in damages to the Partnership or any other Partner, even though such other activity competes with or is enhanced by the Partnership's business. 15. General Provisions. (a) This Agreement shall bind and inure to the benefit of the Partners, and their permitted heirs, successors and assigns. (b) This Agreement contains the entire agreement and understanding by and between the Partners with respect to the matters described in this Agreement, and no force or effect shall be accorded any written or oral representations, promises, agreements or understandings which are not contained in this Agreement or the Master Agreement and its exhibits. (c) Any notice required or permitted to be given under the terms of this Agreement must be in writing, and shall be given by personal service or dispatched by United States certified mail, -17- return receipt requested, postage prepaid, or delivered by Federal Express or similar courier service, to the addresses shown in Attachment 1 to this Agreement, or such other address of which notice is provided in accordance with the terms of this Section 15(c). Notices given pursuant to this Section 15(c) shall be deemed served upon delivery. (d) This Agreement may be modified, waived, or discharged only by a writing signed by all the Partners. No waiver by any Partner of any breach by any other Partner or of compliance with any condition or provision of this Agreement shall be deemed a waiver of any other conditions or provisions of this Agreement. (e) The invalidity of any provision or provisions of this Agreement shall not affect any other provision or provisions of this Agreement, which shall remain in full force and effect, nor shall the invalidity of a portion of any provision of this Agreement affect the balance of such provision. (f) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. (g) The captions and headings of this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement. (h) All references in this Agreement to the masculine and/or singular shall be construed to include the feminine, neuter and plural, as the context may require. -18- (i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Mexico. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Partners, effective as of the Effective Date. MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC., a New Mexico corporation /s/ [ILLEGIBLE] ------------------------------------------- By: Its: Pres. MESILLA VALLEY HOSPITAL, INC., a New Mexico corporation /s/ [ILLEGIBLE] ------------------------------------------- By: Its: [ILLEGIBLE] -19- ATTACHMENT 1
Partnership Name Interest ---- ----------- MESILLA VALLEY HOSPITAL, INC. 50% 3215 Cathedral Avenue, N.W. Washington, D.C. 20008 MESILLA VALLEY MENTAL HEALTH 50% ASSOCIATES, INC. 250 S. Downtown Mall Las Cruces, New Mexico 88001 ----------- 100%
-20- EXHIBIT D TO ASSIGNMENT AND ASSUMPTION OF 21.25% PARTNERSHIP INTEREST AMENDMENT TO AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP THIS AMENDMENT (the "Amendment") is made and entered into this 18 day of April, 1991, by and between Mesilla Valley Hospital, Inc., a New Mexico corporation ("MVH") and Mesilla Valley Mental Health Associates, Inc., a New Mexico corporation ("Associates"). WHEREAS, MVH and Associates are the sole general partners of Mesilla Valley General Partnership, a New Mexico general partnership ("MVGP"), with each originally owning a Fifty percent (50%) general partnership interest in MVGP; WHEREAS, MVH is purchasing a Thirty-one and 875/100s percent (31.875%) general partnership interest in MVGP from Associates, ("Interest") pursuant to (i) that certain Assignment and Assumption of 21.25% Partnership Interest and (ii) that certain Assignment and Assumption of 10.625% Partnership Interest (collectively, the "Assignments") (the partnership interest in MVGP being conveyed pursuant to the Assignments is hereinafter referred to as the "Interest"). WHEREAS, the Agreement and Certificate of Partnership of MVGP ("Partnership Agreement") provides for equal ownership of MVGP by Associates and MVH, and that equal ownership is reflected in the numerous provisions of the Partnership Agreement; WHEREAS, because MVH is purchasing the Interest from Associates and, thus, will own an eighty-one and 875/100s (81.875%) partnership interest in MVGP, the parties hereto desire to amend the Partnership Agreement to reflect such change in ownership interest; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the parties hereto agree as follows: 1. The last paragraph of Section 5 of the Partnership Agreement entitled "Capital Contributions and Partnership Interest" is hereby deleted and replaced with the following: Subject to the terms of this Agreement, the Partners shall be entitled to share in the losses and profits of the Partnership and to participate in the management of the Partnership in proportion to the Partnership Interest held by each Partner. Partnership Interests may be transferred only in accordance with Sections 10, 11, and 12 of this Agreement. Upon any such transfer, the Partnership Interest in the Partnership owned by each Partner shall be adjusted to reflect any partnership interest transferred by or to such Partner. 2. The third section of Section 9 of the Partnership Agreement entitled "Management of Partnership" is hereby deleted and replaced with the following: The Governing Body shall consist of six (6) members, which members shall be appointed by the Partners in accordance with and in proportion to the percentage of Partnership Interest owned by each Partner in the Partnership. For example, if one Partner owns a 66.67% Partnership Interest in the Partnership, such Partner shall elect four (4) of the six (6) members of the Governing Body. The members of the Governing Body shall be appointed by the Partners within 30 days after any change in ownership of Partnership Interests in the Partnership occurs. 3. Section 11 of the Partnership Agreement shall be amended to add the following sentence to the end of such section: In the event that a transfer of Partnership Interests occurs from one Partner to another, such transfer shall be effective immediately and the transfer of the rights and obligations of the Partnership Interests which are transferred shall occur immediately upon execution of any documents effectuating the transfer of Partnership Interests. 4. The parties hereto agree and confirm that all other terms and conditions of the Partnership Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and date first written above. MESILLA VALLEY HOSPITAL, INC. /s/ Bernard G. Barczak -------------------------------------- By: Bernard G. Barczak Its: Treasurer/Secretary MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC. /s/ [ILLEGIBLE] -------------------------------------- By: Its: 3 AGREEMENT OF AMENDMENT OF THE AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP Mesilla Valley Hospital, Inc., a New Mexico corporation ("MVH"), and Mesilla Valley Mental Health Associates, Inc., a New Mexico corporation ("Associates"), as the two general partners of Mesilla Valley General Partnership (the "Partnership") do hereby amend the Agreement and Certificate of Partnership of Mesilla Valley General Partnership (the "Agreement") to delete paragraph 9 in its entirety and hereby agree that the general partners of the Partnership may singularly bind the Partnership. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the 18th day of November, 1996. MESILLA VALLEY HOSPITAL, INC. By: /s/ [ILLEGIBLE] -------------------------------- Its: VP MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC. By: /s/ [ILLEGIBLE] -------------------------------- Its: VP EX-3.129 88 g96520exv3w129.txt EX-3.129 CERTIFICATE OF LIMITED PARTNERSHIP OF MILLWOOD HOSPITAL, L.P. EXHIBIT 3.129 FORM 207 [THE STATE OF TEXAS LOGO] This space reserved for (REVISED 9/03) office use: CERTIFICATE OF LIMITED PARTNERSHIP PURSUANT TO ARTICLE 6132a-1 Return in Duplicate to: Secretary of State: P.O. Box 13697 Austin, TX 78711-3697 Fax: 512/463-5709 FILLING FEE : $750 1. Name of Limited Partnership The name of the limited partnership is as set both below: Millwood Hospital, L.P. The name must contain the words "Limited Partnership" or "Limited" or the abbreviation, "L.P.,""LP, forth or "Ltd" as the last words or letters of its name. The name must not be 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. 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: Street Address 113 Seaboard Lane, Suite C-100 City State Zip Code Country Franklin Tennessee 37067 USA 3. Registered Agent and Registered Office (Select and complete either A or B, then complete C.) [x] A . The initial registered agent is an organization (CANNOT BE PARTNERSHIP NAMED ABOVE) by the name of: National Registered Agents, Inc. OR [ ] 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: Street Address City State Zip Code 1614 Sidney Baker Kerrville TX 78028 Street 4. General Partner Information The name, mailing address, and the street address of the business or residence of each general partner is as follows: General Partner 1 LEGAL ENTITY : THE GENERAL PARTNER IS A LEGAL ENTITY NAMED: PSI Texas Hospitals, LLC INDIVIDUAL: The general partner is an individual whose name is set forth below: First Name M.I. Last Name Suffix MAILING ADDRESS OF GENERAL PARTNER 1 Mailing Address City State Zip Code 113 Seaboard Lane, Suite C-100 Franklin Tennessee 37067 STREET ADDRESS OF GENERAL PARTNER 1 Street Address City State Zip Code 113 Seaboard Lane, Suite C-100 Franklin Tennessee 37067 General Partner 2 LEGAL ENTITY: The General partner is a legal entity named: INDIVIDUAL: The General partner is an individual whose name is set forth below Partner 2--First Name M.I. Last Name Suffix MAILING ADDRESS OF THE PARTNER 2 Mailing Address City State Zip Code Franklin Tennessee STREET ADDRESS OF GENERAL PARTNER 2 Street Address City State Zip Code Franklin Tennessee 5. Supplemental Information Text Area:[The attached addendum, if any, is incorporated herein by reference.] Effective Date of Filing [x] A. This document will become effective when the document is filed by the secretary of state. OR [ ] B. 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 sign this document subject to the penalties imposed by law for the submission of a false or fraudulent document. PSI Texas Hospitals, LLC, as the General Partner Name of General Partner 1 Name of General Partner 2 /s/ Steven T. Davidson SIGNATURE OF GENERAL PARTNER 1 SIGNATURE OF GENERAL PARTNER 2 Steven T. Davidson, Vice President of PSI Texas Hospitals, LLC, the General Partner EX-3.130 89 g96520exv3w130.txt EX-3.130 LIMITED PARTNERSHIP AGREEMENT OF MILLWOOD HOSPITAL, L.P. EXHIBIT 3.130 LIMITED PARTNERSHIP AGREEMENT OF MILLWOOD HOSPITAL, L.P. This Limited Partnership Agreement is made and entered into this 31st day of March, 2004, by and between PSI TEXAS HOSPITALS, LLC, a Texas limited liability company, the principal place of business of which is 113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067, as the general partner (the "General Partner"), and PSI HOSPITALS, INC., a Delaware corporation, the principal place of business of which is 113 Seaboard Lane, Suite C-100, Franklin, Tennessee 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 Millwood Hospital, L.P. (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 "Millwood Hospital, L.P." 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 Millwood Hospital, L.P. (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., 905 Congress Avenue, Austin, Texas 78701, 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 2 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 year 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, 3 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 4 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 genera] 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 5 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 6 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. 7 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) 8 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. GENERAL PARTNER: PSI TEXAS HOSPITALS, LLC, a Texas limited liability company By: PSYCHIATRIC SOLUTIONS HOSPITALS, INC., the sole member BY: /s/ Steven T. Davidson --------------------------- Steven T. Davidson, Vice President LIMITED PARTNER: PSI HOSPITALS, INC., a Delaware corporation BY: /s/ Steven T. Davidson -------------------------------- Steven T. Davidson, Vice President 9 EX-5.1 90 g96520exv5w1.txt EX-5.1 OPINION OF WALLER LANSDEN DORTCH & DAVIS, PLLC EXHIBIT 5.1 August 9, 2005 Psychiatric Solutions, Inc. 840 Crescent Centre Drive, Suite 460 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 $220,000,000 aggregate principal amount of the Company's 7 3/4% 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 Wachovia Bank, National Association, as trustee (the "Trustee"), pursuant to which the Notes will be issued (as amended, 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 Psychiatric Solutions, Inc. August 9, 2005 Page 2 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 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, PLLC EX-8.1 91 g96520exv8w1.txt EX-8.1 OPINION OF WALLER LANSDEN DORTCH & DAVIS, PLLC August 9, 2005 Psychiatric Solutions, Inc. 840 Crescent Centre Drive, Suite 460 Franklin, TN 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 of a Registration Statement on Form S-4 (the "Registration Statement"), which includes the prospectus of the Company (the "Prospectus") relating to the registration of 7 3/4% Senior Subordinated Notes due 2015 in the face amount of $220,000,000 issued by the Company. 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 Income Tax Considerations" in the Prospectus contained in the Registration Statement accurately describes the material United States federal income tax considerations associated with the exchange of the old notes for registered notes pursuant to the exchange WALLER LANSDEN DORTCH & DAVIS Psychiatric Solutions, Inc. August 9, 2005 Page 2 offer 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. 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 Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Waller Lansden Dortch & Davis, PLLC EX-12.1 92 g96520exv12w1.txt EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 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. (dollars in thousands)
Three Months Ended March 31, Year Ended December 31, --------------- ------------------------------------------------------- 2005 2004 2004 2003 2002 2001 2000 Earnings: Income (loss) from continuing operations before income tax $5,455 $ 172 $27,452 $ 9,041 $ 4,677 $ 990 $ (528) Fixed charges 4,108 4,898 21,219 15,792 5,782 2,742 1,817 Total earnings 9,563 5,070 48,671 24,833 10,459 3,732 1,289 Fixed charges: Interest expense, including amortized premiums discounts and capitalized expense related to indebtedness 3,523 4,456 18,964 14,781 5,564 2,660 1,723 Interest component of rental expense 585 442 2,255 1,011 218 82 94 Total fixed charges $4,108 $4,898 $21,219 $15,792 $ 5,782 $2,742 $ 1,817 Ratio of historical earnings to fixed charges 2.33x 1.04x 2.29x 1.57x 1.81x 1.36x (a)
(a) Our earnings were insufficient to cover our fixed charges by $0.5 million for the year ended December 31, 2000. EX-21.1 93 g96520exv21w1.txt EX-21.1 LIST OF SUBSIDIARIES . . . Exhibit 21.1
Name State - ---- ----- Aeries Healthcare Corporation Delaware Aeries Healthcare of Illinois, Inc. Illinois AHS Cumberland Hospital, LLC Virginia Ardent Health Services, Inc. Delaware Behavioral Healthcare Corporation Delaware BHC Alhambra Hospital, Inc. Tennessee BHC Belmont Pines Hospital, Inc. Tennessee BHC Canyon Ridge Hospital, LLC Delaware BHC Cedar Crest RTC, Inc. Texas BHC Cedar Vista Hospital, Inc. California BHC Clinicas Del Este Hospital, Inc. Tennessee BHC Columbus Hospital, Inc. Tennessee BHC Fairfax Hospital, Inc. Tennessee BHC Fort Lauderdale Hospital, Inc. Tennessee BHC Fox Run Hospital, Inc. Tennessee BHC Fremont Hospital, Inc. Tennessee BHC Gulf Coast Management Group, Inc. Tennessee BHC Health Services of Nevada, Inc. Nevada BHC Heritage Oaks Hospital, Inc. Tennessee BHC Hospital Holdings, Inc. Delaware BHC Intermountain Hospital, Inc. Tennessee BHC Lebanon Hospital, Inc. Tennessee BHC Management Holdings, Inc. Delaware BHC Management Services, LLC Delaware BHC Management Services of Indiana, LLC Delaware BHC Management Services of Kentucky, LLC Delaware BHC Management Services of Louisiana, LLC Delaware BHC Management Services of New Mexico, LLC Delaware BHC Management Services of Pennsylvania, LLC Delaware BHC Management Services of Streamwood, LLC Delaware BHC Management Services of Tulsa, LLC Delaware BHC Mesilla Valley Hospital, LLC Delaware BHC Millwood Hospital, Inc. Tennessee 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 Indiana BHC of Northern Indiana, Inc. Tennessee BHC Pacific Gateway Hospital, Inc. Tennessee BHC Pacific Shores Hospital, Inc. California BHC Pacific View RTC, Inc. Tennessee BHC Physician Services of Kentucky, LLC ` Delaware BHC Pinnacle Pointe Hospital, Inc. Tennessee BHC Properties, Inc. Tennessee BHC Ross Hospital, Inc. California
BHC San Juan Capestrano Hospital, Inc. Tennessee BHC Sierra Vista Hospital, Inc. Tennessee BHC Spirit of St. Louis Hospital, Inc. Tennessee BHC Streamwood Hospital, Inc. Tennessee BHC Valle Vista Hospital, Inc. Tennessee BHC Vista Del Mar Hospital, Inc. Tennessee BHC Windsor Hospital, Inc. Ohio Bloomington Meadows, General Partnership Indiana Bountiful Psychiatric Hospital, Inc. Utah Brentwood Acquisition, Inc. Tennessee Brentwood Acquisition-- Shreveport, Inc. Delaware Canyon Ridge Hospital, Inc. California Canyon Ridge Real Estate, LLC Delaware Collaborative Care Corporation Tennessee Columbus Hospital, LLC Delaware Community Psychiatric Centers of Texas, Inc. Texas Cypress Creek Real Estate, L.P. Texas East Carolina Psychiatric Services Corporation North Carolina Fort Lauderdale Hospital, Inc. Florida Great Plains Hospital, Inc. Missouri Gulf Coast Treatment Center, Inc. Florida Havenwyck Hospital Inc. Michigan H.C. Corporation Alabama H.C. Partnership Alabama Holly Hill Real Estate, LLC North Carolina HSA Hill Crest Corporation Alabama HSA of Oklahoma, Inc. Oklahoma Indiana Psychiatric Institutes, Inc. Delaware InfoScriber Corporation Delaware Laurelwood Center, Inc. Mississippi Lebanon Hospital, LLC Delaware Mesilla Valley General Partnership New Mexico Mesilla Valley Hospital, Inc. New Mexico Mesilla Valley Mental Health Associates, Inc. New Mexico Michigan Psychiatric Services, Inc. Michigan Millwood Hospital, L.P. Texas Neuro Institute of Austin, L.P. Texas Neuro Rehab Real Estate, L.P. Texas Northern Indiana Hospital, LLC Delaware 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, Inc. Delaware Premier Behavioral Solutions, Inc. Delaware Premier Behavioral Solutions of Alabama, Inc. Delaware Premier Behavioral Solutions of Florida, Inc. Delaware PSI Cedar Springs Hospital, Inc. Delaware PSI Cedar Springs Hospital Real Estate, Inc. Colorado PSI Community Mental Health Agency Management, Inc. Tennessee PSI Crossings, LLC Delaware PSI-EAP, Inc. Delaware PSI Hospitals, Inc. Delaware PSI Pride Institute, Inc. Minnesota PSI Summit Hospital, Inc. New Jersey PSI Surety, Inc. South Carolina PSI Texas Hospitals, LLC Texas
PSI Vermilion, LLC Louisiana Psychiatric Management Resources, Inc. California Psychiatric Practice Management of Arkansas, Inc. Tennessee Psychiatric Solutions Hospitals, Inc. Delaware Psychiatric Solutions of Alabama, Inc. Tennessee Psychiatric Solutions of Arizona, Inc. Delaware Psychiatric Solutions of Leesburg, Inc. Tennessee Psychiatric Solutions of Montana, Inc. Montana Psychiatric Solutions of North Carolina, Inc. Tennessee Psychiatric Solutions of Oklahoma, Inc. Delaware Psychiatric Solutions of Oklahoma Real Estate, Inc. Oklahoma Psychiatric Solutions of South Carolina, Inc. Delaware Psychiatric Solutions of Tennessee, Inc. Tennessee Psychiatric Solutions of Utah, Inc. Utah Psychiatric Solutions of Virginia, Inc. Tennessee Ramsay Managed Care, Inc. Delaware Ramsay Treatment Services, Inc. Delaware Ramsay Youth Services of Georgia, Inc. Delaware Ramsay Youth Services Puerto Rico, Inc. Puerto Rico RHCI San Antonio, Inc. Delaware Riveredge Real Estate, Inc. Illinois Solutions Center of Little Rock, Inc. Tennessee Sunstone Behavioral Health, Inc. Tennessee Texas Cypress Creek Hospital, L.P. Texas Texas Laurel Ridge Hospital, L.P. Texas Texas Laurel Ridge Hospital Real Estate, L.P. Texas Texas Oaks Psychiatric Hospital, L.P. Texas Texas Oaks Psychiatric Hospital Real Estate, L.P. Texas Texas San Marcos Treatment Center, L.P. Texas Texas San Marcos Treatment Center Real Estate, L.P. Texas Texas West Oaks Hospital, L.P. Texas The Counseling Center of Middle Tennessee, Inc. Tennessee Therapeutic School Services, L.L.C. Oklahoma Transitional Care Ventures, Inc. Delaware Transitional Care Ventures (Texas), Inc. Delaware Tucson Health Systems, Inc. Delaware Valle Vista, LLC Delaware West Oaks Real Estate, L.P. Texas Wellstone Holdings, Inc. Delaware Wellstone Regional Hospital Acquisition, LLC Indiana Whisper Ridge of Staunton, Inc. Delaware Willow Springs, LLC Delaware
EX-23.1 94 g96520exv23w1.txt EX-23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 $220,000,000 of its 7 3/4% Senior Subordinated Notes due 2015 and to the incorporation by reference therein of our reports dated March 15, 2005, 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, 2004, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP August 2, 2005 Nashville, Tennessee EX-23.2 95 g96520exv23w2.txt EX-23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Exhibit 23.2 Consent of Independent Auditors 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. dated August 9, 2005 and to the incorporation by reference therein of our report dated June 20, 2005, with respect to the combined financial statements of Behavioral Healthcare Services included in the Form 8-K/A of Psychiatric Solutions, Inc. dated August 1, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Nashville, Tennessee August 5, 2005 EX-23.3 96 g96520exv23w3.txt EX-23.3 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Psychiatric Solutions, Inc. on Form S-4 of our report dated March 14, 2003, (April 8, 2003 as to Note 19) related to the consolidated financial statements of Ramsay Youth Services, Inc. and subsidiaries, (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in Ramsay's method of accounting for goodwill and other intangible assets, effective January 1, 2002), appearing in Amendment No. 2 to Registration Statement No. 333-110206 of Psychiatric Solutions, Inc. on Form S-2 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Miami, Florida August 4, 2005 EX-23.4 97 g96520exv23w4.txt EX-23.4 CONSENT OF SELZNICK & COMPANY, LLP, INDEPENDENT AUDITORS EXHIBIT 23.4 Consent of Independent Auditors 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 $220,000,000 of its 7 3/4% Senior Subordinated Notes due 2015 and to the incorporation by reference therein of our report dated July 12, 2004 with respect to the combined financial statements of Northern Healthcare Associates and Subsidiaries included in its Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 10, 2004. /s/ Selznick & Company, LLP August 4, 2005 Armonk, New York EX-99.1 98 g96520exv99w1.txt EX-99.1 FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL PSYCHIATRIC SOLUTIONS, INC. OFFER TO EXCHANGE 7 3/4% SENIOR SUBORDINATED NOTES DUE 2015 FOR ANY AND ALL OUTSTANDING 7 3/4% SENIOR SUBORDINATED NOTES DUE 2015 ---------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED BY PSYCHIATRIC SOLUTIONS, INC. ---------------------------------------------------------- WACHOVIA BANK, NATIONAL ASSOCIATION By Registered or Certified Mail, Hand or Overnight Courier: 2525 West End Avenue, Suite 1200 Nashville, Tennessee 37203 Attn: Corporate Trust Group By Facsimile: By Telephone: (615) 341-3927 (615) 341-3921 (For Eligible Institutions Only) DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges receipt of the Prospectus dated , 2005 (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 7 3/4% Senior Subordinated Notes due 2015 (the "Registered Notes") for each $1,000 in principal amount of outstanding 7 3/4% Senior Subordinated Notes due 2013 (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 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 THE EXCHANGE AGENT. 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 By Principal Amount (Please fill-in) Number(s) 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. - ----------------------------------------------------------------------------------------------------------------------
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 an account maintained by the Exchange Agent 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--Procedures for Tendering Old Notes." [ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution(s) ---------------------------- The Depository Trust Company Account Number ----------------- Transaction Code Number ------------------------------------- [ ] 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 ---------------------------------------------- [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO 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 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 1933, as amended (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 July 6, 2005, among the Company, Citigroup Global Markets Inc., Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Lehman Brothers 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 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 (the 4 "Exchange Act"), from and against any and all losses, claims, damages, liabilities, judgments (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 such 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 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 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. 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, THE TERMS OF THE PROSPECTUS SHALL PREVAIL. THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE. - -------------------------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 2, 3, 4 AND 5) 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 person or persons whose signature(s) appear(s) on this Letter below, 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) To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be sent to someone other than the person or persons whose signatures(s) appear(s) on this Letter below or to such person or persons at an address other than shown in the box entitled "Description of Old Notes" on this Letter 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) - -------------------------------------------------------------------------------- 6 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. [ ] 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. - -------------------------------------------------------------------------------- IMPORTANT: THIS LETTER 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. 7 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE. - -------------------------------------------------------------------------------- PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) X. , 2005 ------------------------------------ ----------------------- X. , 2005 ------------------------------------ ----------------------- X. , 2005 ------------------------------------ ----------------------- Signature(s) of Owner Date Area Code and Telephone Number ------------------------------------------- If a holder is tendering any Old Notes, this Letter 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. Name(s): -------------------------------------------------------------------- - ----------------------------------------------------------------------------- Capacity: -------------------------------------------------------------------- Address: -------------------------------------------------------------------- SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) Signature(s) Guaranteed by an Eligible Institution: -------------------------------------------------- (Authorized Signature) - ----------------------------------------------------------------------------- (Title) - ----------------------------------------------------------------------------- (Name and Firm) - -------------------------------------------------------------------------------- 8 INSTRUCTIONS 1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES. This Letter 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 (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter, 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 (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 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, 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, 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 9 appropriate box on this Letter, 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; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter 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. 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 as there are different registrations of certificates. When this Letter 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 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 certificates(s) or bond powers must be guaranteed by an Eligible Institution. If this Letter 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. 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 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, or (ii) for the account of an Eligible Institution and (B) the box entitled "Special Registration Instructions" on this Letter 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 10 evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. 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, a Form W-8BEN, a Form W-8ECI, or a Form 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. 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, 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. 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, 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 certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature 11 on this Letter 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) 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 and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above. IMPORTANT TAX INFORMATION Each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered Notes is required to provide the Company (as payor) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered Notes. If a holder of Registered Notes is an individual, the TIN is such holder's social security number. If the Company is not provided with the correct taxpayer identification number, a holder of Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue Service. The Substitute Form W-9 need not be completed if the box entitled Special Issuance Instructions has not been completed. Certain holders of Registered Notes (including, among other, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Company, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., 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 30% of any "reportable payment" made to the holder of Registered Notes or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup 12 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 with respect to any payments received in respect of the Registered Notes, each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions should provide the Company, through the Exchange Agent, with either: (i) such prospective holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident alien), and that (A) such prospective 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 prospective 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 prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered Notes. If the Registered Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Substitute Form W-9 for additional guidance regarding which number to report. 13 Form W-9 GIVE FORM TO THE (Rev. January 2003) REQUESTER. DO NOT Department of the Treasury SEND TO THE IRS. Internal Revenue Service REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION PRINT OR TYPE See SPECIFIC INSTRUCTIONS on page 2. - ---------------------------------------------------------------------------------------------------------------------------------- Name - ---------------------------------------------------------------------------------------------------------------------------------- Business name, if different from above - ---------------------------------------------------------------------------------------------------------------------------------- Individual/ Exempt from backup Check appropriate box: [ ] Sole proprietor [ ] Corporation [ ] Partnership [ ] Other ........... [ ] withholding - ---------------------------------------------------------------------------------------------------------------------------------- Address (number, street, and apt. or suite no.) Requester's name and address (optional) - --------------------------------------------------------------------------------- City, state, and ZIP code - ---------------------------------------------------------------------------------------------------------------------------------- List account number(s) here (optional) - ----------------------------------------------------------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER (TIN) Enter your TIN in the appropriate box. For SOCIAL SECURITY NUMBER individuals, this is your social security [ ] [ ] [ ] [ ] [ ] number (SSN). HOWEVER, FOR A RESIDENT ALIEN, SOLE PROPRIETOR, OR DISREGARDED ENTITY, SEE THE PART I INSTRUCTIONS ON PAGE 3. For other entities, it is your employer identification OR number (EIN). If you do not have a number, See HOW TO GET A TIN on page 3. NOTE: If the account is in more than one name, EMPLOYER IDENTIFICATION NUMBER see the chart on page 4 for guidelines on [ ] [ ] [ ] [ ] [ ] whose number to enter. PART II 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), AND 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (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). 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 your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4). - -------------------------------------------------------------------------------- SIGN SIGNATURE OF HERE U.S. PERSON DATE - -------------------------------------------------------------------------------- PURPOSE OF FORM NONRESIDENT ALIEN WHO BECOMES A RESIDENT ALIEN. Generally, only a A person who is required to file an nonresident alien individual may use information return with the IRS, must the terms of a tax treaty to reduce or obtain your correct taxpayer eliminate U.S. tax on certain types of identification number (TIN) to report, income. However, most tax treaties for example, income paid to you, real contain a provision known as a "saving estate transactions, mortgage interest clause." Exceptions specified in the you paid, acquisition or abandonment saving clause may permit an exemption of secured property, cancellation of from tax to continue for certain types debt, or contributions you made to an of income even after the recipient has IRA. otherwise become a U.S. resident alien for tax purposes. U.S. PERSON. Use Form W-9 only if you are a U.S. person (including a If you are a U.S. resident alien who resident alien), to provide your is relying on an exception contained in correct TIN to the person requesting the saving clause of a tax treaty to it (the requester) and, when claim an exemption from U.S. tax on applicable, to: certain types of income, you must attach a statement that specifies the 1. Certify that the TIN you are following five items: giving is correct (or you are waiting for a number to be issued), 1. The treaty country. Generally, this must be the same treaty under 2. Certify that you are not subject which you claimed exemption from tax as to backup withholding, or a nonresident alien. 3. Claim exemption from backup 2. The treaty article addressing the withholding if you are a U.S. exempt income. payee. 3. The article number (or location) NOTE: If a requester gives you a in the tax treaty that contains the form other than Form W-9 to request saving clause and its exceptions. your TIN, you must use the requester's form if it is substantially similar to 4. The type and amount of income this form W-9. that qualifies for the exemption from tax. FOREIGN PERSON. If you are a foreign person, use the appropriate Form W-8 5. Sufficient facts to justify the (see PUB. 515, Withholding of Tax on exemption from tax under the terms of Nonresident Aliens and Foreign the treaty article. Entities). - -------------------------------------------------------------------------------- Cat. No. 10231x Form W-9 (Rev. 1-2003) EX-99.2 99 g96520exv99w2.txt EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY PSYCHIATRIC SOLUTIONS, INC. OFFER TO EXCHANGE 7 3/4% SENIOR SUBORDINATED NOTES DUE 2015 FOR ANY AND ALL OUTSTANDING 7 3/4% SENIOR SUBORDINATED NOTES DUE 2015 This form or one substantially equivalent hereto must be used by registered holders of outstanding 7 3/4% Senior Subordinated Notes due 2015 (the "Old Notes") who wish to tender their Old Notes in exchange for a like principal amount of 7 3/4% Senior Subordinated Notes due 2015 (the "Registered Notes") pursuant to the exchange offer described in the Prospectus dated , 2005 (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 Wachovia Bank, National Association (the "Exchange Agent") prior to 5:00 p.m., New York City time, on , 2005. 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--Procedures for Tendering--Guaranteed Delivery Procedures" in the Prospectus. The Exchange Agent for the Exchange Offer is: WACHOVIA BANK, NATIONAL ASSOCIATION By Registered or Certified Mail, Hand or Overnight Courier: 2525 West End Avenue Nashville, Tennessee 37203 Attn: Corporate Trust Group By Facsimile: By Telephone: ((615) 341-3927 (615) 341-3921 (For Eligible Institutions Only) DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION 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 Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures. Ladies and Gentlemen: The undersigned hereby tenders to Psychiatric Solutions, Inc. (the "Company") the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged.
- ----------------------------------------------------------------------------------------------------------- DESCRIPTION OF SECURITIES TENDERED - ----------------------------------------------------------------------------------------------------------- NAME AND ADDRESS OF REGISTERED HOLDER NAME OF AS IT APPEARS ON THE CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT TENDERING HOLDER OLD NOTES (PLEASE PRINT) FOR OLD NOTES TENDERED OF OLD NOTES TENDERED - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE X__________________________________ X_______________________________ X__________________________________ X_______________________________ X__________________________________ X_______________________________ Signature(s) of Owner Date Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement 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 set forth his or her full title below. PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s): _____________________________________________ _____________________________________________ _____________________________________________ Capacity: _____________________________________________ Address(es): _____________________________________________ _____________________________________________ _____________________________________________ [ ] The Depository Trust Company (Check if Old Notes will be tendered by book-entry transfer) Account Number:_____________________________________________________ THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED. 2 THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of this Notice of Guaranteed Delivery. Name of Firm:__________________________ ____________________________________ (AUTHORIZED SIGNATURE) Address:_______________________________ Title:______________________________ _______________________________________ Name:_______________________________ (ZIP CODE) (PLEASE TYPE OR PRINT) _______________________________________ Date:_______________________________ AREA CODE AND TELEPHONE NO. NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 GRAPHIC 100 g96520g9652000.gif GRAPHIC begin 644 g96520g9652000.gif M1TE&.#EAD0%0`+,``/___\S,_\S,S)F9S&:9F69FF3-FF3,S9@`S9@`````` M`````````````````````"'Y!```````+`````"1`5````3_,)1B#+K'E`&Z M[Y)U7081`$)%&5^7KD4;$,8Q(L?6T6N[:Q5/"LCQ#6&GS@#(A*D,`L!@9;M0 M",7/D^!ST6X(3;0+^MX*IJZ`?'06BC%*OHE&UHP=S9YB/HKD>ICBCU+^) M'\GA".,HORR2:K@>PNCL# M,AS+\*$"D)"@AQOK/%0\)6FC*#@/_T?=`7C!FHL;#95L&XA/%SB-$OF1`_9A M8,90OY2QPWFAE\B:(4XTPP&>6-J[4AKTQV1MQ!!O/OI3P,6_O&^XOM M@Z/6),>RLU'E1.PQ8F63V56E"V^%B`]A([2Z@V6$I@&0-EXE8VS=H$^G]/%H M=2<\S1`<%EVZBK50593]MG42`X(D'@*HNEB%4"^2&:]&CQY<<]D#`&?1?25<9/6E5TU%`]*%0V9V*=0!(9\9>%=_V#4CH"1B M??9!`(2I--$]%V2S#1W<:?%214%ZA%BXI@424,`4?.!5Z=]G&"PQYTW M*$G?9`(L(9\4(6U%QD,?^E?<@A*1I^4J=6&89Y,+V@#$=6(F$MNFH#T7T!QN MG4=&;.O<1F"*F*Q(YY8'@A.B)+25M*=VJVKFT"DZ@=:@+%!9%MO_?DX)65Y( M)RI!;7%'MKDKA;N9]XI^G^Z:1$769,=MH-]^8NX.V26K++49D3OK<;:BN&6] MNRH3+'DXF=K1BNZ0"U\+KSDC9(,)<1%;L_J)=>ZCI]!FTAH/%5>5CAC,5TL. M%'3\2#]!8H7#`%AEM## M`"3]R-U-EYTP"(0HJ)RN'#8H9`U]^Y=+_W4))C>:I_W*YBJR:8?<0JQ.?JEA MSW(?2`AEYE&MI:RG$?4UU1^'5G;*"IE,\.JX`IESKL/O9%X6S$8TRCNB'ESX M3ET\HJ3E?UK!](5/(@>N6+VHPMAQ[*FMIH4PO[&N\$?E:%)9`*":'H)`$NKV M:;)S;^?V8'SRG/F[/Y114L2#1>*BHJSG)>0.(>G0"*"PDQ7`;FB@.5()2*8T MB.A.@+_#S)1JX#/`@4XT3;$.Y5C7JR^U;'(8;-]]SB$E`E!`$B28DOO4`X9! M48Q&Z)$1(ACX',>P1#OV4H;D`A4YJ$C*/.A`6>@PR)L-E"Q_Z#)=$"N$#AK> MQTL8<2(GQ*0=ZO\%,&*.,A2OHCB4SZT-.*)9F/8.];8S>LIL8J(0M3Q7O5/, MH8(1N^,*:4+<DQ7V[,8#?BT2Y!BD^%$0L9%&\EFP,*Q4(4F:.PSI0BL;!* M>&!(WQ0G((%&!NRO&Y7#IM=_:Q@1'JL2-6),TQA!+"5'*@`:BP(VE3 ML.8UI]FQ#>18CK65FCDG3W!Z#B;-$0IH4S%LZ)S&("50SE]RL M9C2?2,4Q\7'*QF,TL3OWJ MV&ZXRQ6=?<4=*OM8S9KVM#DU2'N\M=JBL;:T@OC6:UV[QZ[Y;;:M]1=J=\M; MEG(VM,AH7FG\&-I%DE9EO4VN.^`K'+S6YV?SO= M4R2B*=U]10RLZUWMFO>\,,DM;M=;6V\)B[OJI6TGJ@%>^7H+N^C-;V:Y"USI MWL6]LPTO%#I[6?T:.+'-#2]A)8L/7'86OP>.<%OYJ^#V5E@:LP3P("7,8,U5A)1!#!321AAPH>=5[PKP5FLI:G>F/V_FO& M#*YM@6TZ._N>;\MHWFJ,(6G(;L07P%DVGF/CG.8Z&_7''RFR;(L[*+DA&;9V M#G14G=P2=N#YK[WL3/_E""SH1C^URV:.H)G]2]S#>E/.SS6SDAW-Z9NN^8V& M=;.&,=S@$G.M4W3NM*I?>F@Z[JK2#2ZNT0;T9W6L^M8])70W6C7=.:*8TOS1 ML2A2C>MBRPW2\04-F#,M64E*E@/###&@C$WMEWZ:'31#])"'#9`P_[':X$YI MJ[_T2%@/`]A1)FZZ";OI<+M;$KHF"%I)YNU>FSLFEGVWOH]-ZC<[=MFLS+2L M8TW;=N_[X)\6]8@;Y3I@[WG4_4;UP2?>GW%W%D/#QH.S'WX"W/.>\N7'/*?132M5UW@)'_ MJ_.<5R3E*B<=4P,NY>X:O.C%'GG))RUEEH-@*APG];U)"/5]R_+7"K:Z&I"N M[OMVO>4)]WAK\VK5`*>;P6(_.ZT`!OMDMOEA M]26=T7V?>&/)7@5_7B]2]:"SJS`5<9PG'N&.1:OF!4!F`6!IP_01/,GS?7FO M.Q:EHQ/'7$$PV*8_N/3[_KMT5XO2RHK^XEL'/>S=3?>4,ICL"V;OTW=OYVNC M'N+4);C0D;]CXH=[\1Q!Z8K##/-M#]_Y:)9]R57Z]0HO'^[8=_GI51I7C(<7 M\)8/O[&-G](E#IS&14L]T=6/Z^[7EJ6CV_C"I9&46-?3/^I#YU\ME6U:EW)_ M4Q1A%G?_]V*]UU)6M&TY5G;IMX"J%F/*]%)*\WNX!4M7)TX;\($"%5`4>&N; ?5X)<(5-IX5^W=PY6-H(NB%,3)1<1XT_1]((Y%P$`.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----