8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): June 1, 2007 (May 31, 2007)

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

     On May 31, 2007, Psychiatric Solutions, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Credit Agreement (as amended, the “Amended and Restated Credit Agreement”) by and among the Company, BHC Holdings, Inc., a Delaware corporation (“BHC”), Premier Behavioral Solutions, Inc., a Delaware corporation (“PBS”), Alternative Behavioral Services, Inc., a Virginia corporation (“ABS”), Horizon Health Corporation, a Delaware corporation (“Horizon Health”), ABS LINCS PR, Inc., a Virginia corporation (“LINCS PR”), First Hospital Panamericano, Inc., a Virginia corporation (“FHP”), FHCHS of Puerto Rico, Inc., a Virginia corporation (“FHCHS”), First Corrections – Puerto-Rico, Inc., a Virginia corporation (“FCPR” and collectively with PSI, BHC, PBS, ABS, Horizon Health, LINCS PR, FHP, and FHCHS, the “Borrowers”), the subsidiaries of the Company party thereto as guarantors (the “Guarantors”), Citicorp North America, Inc., as term loan facility administrative agent (“CNAI”), Bank of America, N.A., as revolving credit facility administrative agent (“Bank of America”), and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as joint lead arrangers and joint book-running managers. The Amendment increased the Company’s existing term loan facility by $225 million to an aggregate principal amount of $700 million (of which $125 million has been permanently repaid and is no longer outstanding). The Amended and Restated Credit Agreement also provides the Borrowers with a $300 million revolving line of credit. Pursuant to the Amended and Restated Credit Agreement, the revolving line of credit matures on December 21, 2009 and the term loan facility matures on July 1, 2012.

     The revolving line of credit and the term loans under the Amended and Restated Credit Agreement accrue interest at the Company’s choice of the “Base Rate” or the “Eurodollar Rate” plus an applicable margin (as defined in the Amended and Restated Credit Agreement). The “Base Rate” and “Eurodollar Rate” fluctuate based upon market rates and certain leverage ratios (as defined in the Amended and Restated Credit Agreement). The Borrowers must pay various fees set forth in the Amended and Restated Credit Agreement.

     The obligations of the Borrowers under the Amended and Restated Credit Agreement are guaranteed by the Guarantors and are secured by a security interest in substantially all of the real and personal property of the Borrowers and the Guarantors. The Amended and Restated Credit Agreement contains customary covenants that, subject to certain exceptions, include: (1) limitations on capital expenditures and investments, sales of assets, mergers, changes of ownership, new principal lines of business, indebtedness, liens, transactions with affiliates, dividends and redemptions; (2) various financial covenants; and (3) cross-default covenants triggered by a default of any other indebtedness of the Borrowers or the Guarantors of at least $5 million.

     The Amended and Restated Credit Agreement contains customary provisions relating to events of default (subject in certain cases to customary grace and cure periods) including, among other things, payment defaults, the failure to meet financial tests, material inaccuracies of representations and warranties, breach of covenants, cross-defaults to other indebtedness, bankruptcy and insolvency defaults, and the occurrence of certain change of control events. A default under the Amended and Restated Credit Agreement would permit the lenders to restrict the Company’s ability to borrow under the Amended and Restated Credit Agreement and to require the immediate

repayment of any unpaid principal and interest thereon outstanding under the Amended and Restated Credit Agreement.

     The description of the Amendment set forth herein does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Amendment, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.

High Yield Debt Offering

     On May 31, 2005, the Company completed the private placement of $250 million aggregate principal amount of 7³/4% Senior Subordinated Notes due 2015 in accordance with Rule 144A and Regulation S under the Securities Act of 1933 (the “Notes”). The Notes are unsecured senior subordinated indebtedness of the Company and are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of the Company’s existing and future restricted subsidiaries. Interest on the Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2007. The Notes will mature on July 15, 2015. The Notes were issued pursuant to the terms of a Seventeenth Supplemental Indenture, dated as of May 31, 2007 (the “Supplemental Indenture”), among the Company, certain of the Company’s subsidiaries named as guarantors therein and U.S. Bank National Association, as trustee (the “Trustee”), a copy of which is included as Exhibit 4.1 hereto and incorporated herein by reference, and the Indenture, dated as of July 6, 2005, among the Company, certain of the Company’s subsidiaries named as guarantors therein and the Trustee (as supplemented to the date hereof, the “Indenture”). The Supplemental Indenture also provides for the guarantee of the Notes and the Existing Notes (as defined below) by Horizon Health (as defined below) and certain of its subsidiaries. On July 6, 2005, the Company issued $220 million aggregate principal amount of notes of the same series as the Notes (the “Existing Notes”).

     The Indenture contains customary covenants that include: (1) limitations on capital expenditures and investments, sales of assets, mergers, changes of ownership, new principal lines of business, indebtedness, transactions with affiliates, dividends and redemptions and (2) cross-default covenants triggered by a default of any other indebtedness of at least $5 million.

     The Company and the guarantor subsidiaries thereto are subject to customary defaults (subject in certain cases to customary grace and cure periods) under the Indenture, including, among other things, payment defaults, material inaccuracies of representations and warranties, breach of covenants, cross-defaults to other indebtedness, and bankruptcy and insolvency defaults. A default under the Indenture would permit the Trustee and/or the holders of at least 25% in principal amount of the outstanding Notes to require immediate repayment of all principal together with all accrued and unpaid interest and premium, if any, on the Notes.

     In connection with the closing of the sale of the Notes, the Company and its subsidiaries that guarantee the Notes pursuant to the Indenture, as supplemented by the Supplemental Indenture, entered into an Exchange and Registration Rights Agreement, dated as of May 31, 2007 (the “Registration Rights Agreement”), whereby the Company agreed to register notes with substantially identical terms to the Notes (the “Registered Notes”) and commence an exchange offer to allow holders of the Notes to exchange their Notes for Registered Notes. The description of the Registration Rights Agreement set forth herein does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Registration Rights

Agreement, a copy of which is included as Exhibit 4.3 hereto and incorporated herein by reference.

     Proceeds from the issuance of the Notes and the senior term loans obtained pursuant to the Amendment were used to finance the acquisition of Horizon Health, repay Horizon Health’s revolving credit facility, tender for the Company’s outstanding 10⁵/₈% Senior Subordinated Notes due 2013 (including the related premium), pay a portion of the outstanding balance under the Company’s existing revolving credit facility and pay related fees and expenses.

     In addition to the Amended and Restated Credit Agreement and the high yield offering described above, CNAI, Merrill Lynch, Bank of America and certain of the other lenders and their affiliates have provided investment banking, commercial banking and financial advisory services to the Company from time to time in the ordinary course of business for which they have received customary fees and expenses. Any of the lenders or their respective affiliates may in the future engage in investment banking or other transactions of a financial nature with the Company or its affiliates, including the provision of advisory services and the making of loans, for which they would receive customary fees or other payments.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     Effective as of 11:59 p.m., Eastern Daylight Time, on May 31, 2007, pursuant to an Agreement and Plan of Merger, dated as of December 20, 2006 (the “Merger Agreement”), by and among the Company, Horizon Health and Panther Acquisition Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Horizon Health (the “Merger”) and Horizon Health became a wholly-owned subsidiary of the Company. The Merger was valued at approximately $426 million, consisting of cash of $321 million, or $20 per share, the repayment of Horizon Health’s revolving credit facility and the assumption of an approximately $7.0 million Horizon Health mortgage loan insured by the U.S. Department of Housing and Urban Development. Horizon Health owns or leases and operates 15 inpatient behavioral health facilities in 11 states, provides contract management services for behavioral health and physical rehabilitation clinical programs offered by acute care hospitals, and provides employee assistance programs to employers. The Company financed the purchase price for the Merger through the additional term loans issued pursuant to the Amendment and the sale of the Notes.

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

     The information provided under Item 1.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

     On June 1, 2007, the Company issued a press release announcing the completion of the Merger and updating its earnings guidance. The press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     The financial statements and auditor’s report required by this item are incorporated by reference from the following documents filed by Horizon Health Corporation:

1.	Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2006.
2.	Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, filed with the SEC on April 9, 2007.
(b)	Pro Forma Financial Information.

     The Company has not included the pro forma financial information required by Item 9.01(b) of Form 8-K in this Current Report on Form 8-K, but will file such pro forma financial information pursuant to a Form 8-K/A not later than 75 days following May 31, 2007.

(d) Exhibits.

4.1	Seventeenth Supplemental Indenture, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors and U.S. Bank National Association, as Trustee.
4.2	Form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2005).
4.3	Exchange and Registration Rights Agreement, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, and Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, and J.P. Morgan Securities Inc.
10.1	Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of December 1, 2006, by and among Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., Horizon Health Corporation, ABS LINCS PR, Inc., First Hospital Panamericano, Inc., FHCHS of Puerto Rico, Inc., First Corrections – Puerto-Rico, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as term loan facility administrative agent, Bank of America, N.A., as revolving credit facility administrative agent, Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book-running managers.
99.1	Press Release of Psychiatric Solutions, Inc., dated June 1, 2007.

SIGNATURES

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

	PSYCHIATRIC SOLUTIONS, INC.
Date: June 1, 2007	By:	/s/ Christopher L. Howard
		Christopher L. Howard
		Executive Vice President, General Counsel       and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
4.1	Seventeenth Supplemental Indenture, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors and U.S. Bank National Association, as Trustee.
4.2	Form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2005).
4.3	Exchange and Registration Rights Agreement, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, and Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, and J.P. Morgan Securities Inc.
10.1	Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of December 1, 2006, by and among Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., Horizon Health Corporation, ABS LINCS PR, Inc., First Hospital Panamericano, Inc., FHCHS of Puerto Rico, Inc., First Corrections – Puerto-Rico, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as term loan facility administrative agent, Bank of America, N.A., as revolving credit facility administrative agent, Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book-running managers.
99.1	Press Release of Psychiatric Solutions, Inc., dated June 1, 2007.

EX-4.1

Exhibit 4.1

SEVENTEENTH SUPPLEMENTAL INDENTURE

     SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Seventeenth Supplemental Indenture”), dated as of May 31, 2007, among Psychiatric Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Subsidiaries of the Company listed on Schedule A hereto (collectively, the “Existing Guarantors”), the Subsidiaries listed on Schedule B hereto (the “Additional Guarantors” and, together with the Existing Guarantors, the “Guarantors”), and U.S. Bank National Association, as trustee (as successor to Wachovia Bank, National Association, the “Trustee”).

WITNESSETH:

     WHEREAS, the Company has previously executed and delivered an Indenture, dated as of July 6, 2005, as supplemented to the date hereof (the “Indenture”), providing for the issuance of an aggregate principal amount of $220,000,000 of 7.75% Senior Subordinated Notes due July 15, 2015 (the “Old Notes”);

     WHEREAS, the Company desires to issue an additional $250,000,000 aggregate principal amount of its 7.75% Senior Subordinated Notes due July 15, 2015 (the “Notes”), the issuance of which was authorized by or pursuant to a resolution of the Board of Directors of the Company;

     WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee may provide for the issuance of Additional Notes as permitted by Section 2.15 and Section 4.09 of the Indenture;

     WHEREAS, the Company is entering into this Seventeenth Supplemental Indenture to establish the form and terms of the Notes; and

     WHEREAS, the Indenture is incorporated herein by reference and the Indenture, as supplemented by this Seventeenth Supplemental Indenture is herein called the “Indenture” as that term is defined in the Indenture;

     WHEREAS, Section 4.18 and Article IX of the Indenture provide that under certain circumstances the Company may or must cause certain of its Subsidiaries to execute and deliver to the Trustee a supplement to the Indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and Old Notes pursuant to a Guarantee on the terms and conditions set forth therein;

     WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Seventeenth Supplemental Indenture; and

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Seventeenth Supplemental Indenture and to make it a valid and binding obligation of the Company and the Guarantors have been done or performed.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company,

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the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1
ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Relation to Indenture

     This Seventeenth Supplemental Indenture constitutes a part of the Indenture (the provisions of which, as modified by this Seventeenth Supplemental Indenture, shall apply to the Notes) in respect of the Notes, but shall not modify, amend or otherwise affect the Indenture insofar as it relates to any other series of securities or affects in any manner the terms and conditions of the securities of any other series.

SECTION 1.02. Establishment.

     (a) There is an established series of securities issued under the Indenture, designated as the Company’s 7.75% Senior Subordinated Notes due 2015, substantially in the form set forth in Exhibit A to the Indenture.

     (b) There are to be authenticated and delivered on the date hereof Two Hundred Fifty Million Dollars ($250,000,000) aggregate principal amount of the Notes.

     (c) The Notes shall be issued in the form of one or more permanent Notes in substantially the form set forth in Exhibit A to the Indenture.

     (d) Each Note shall be dated the date of authentication thereof and shall bear interest from January 15, 2007.

     (e) To the extent that the provisions of this Seventeenth Supplemental Indenture (including those referred to immediately above) conflict with any provision of the Indenture, the provisions of this Seventeenth Supplemental Indenture shall govern and be controlling, solely with respect to the Notes (and any Guarantees endorsed thereon).

     (f) The Notes shall rank pari passu with the Company’s Old Notes.

     (g) The CUSIP number for the Notes shall be 74439H AE8 for the Rule 144A Global Note and U7444N AC9 for the Regulation S Global Note.

     (h) The Notes shall be subject to the restrictions on transfer set forth in Section 2.06 of the Indenture relating to Restricted Global Notes and Restricted Definitive Notes.

     (i) Unless otherwise expressly specified, references in this Seventeenth Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Seventeenth Supplemental Indenture, and not the Indenture or any other document.

SECTION 1.03. Definitions

     (a) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

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ARTICLE 2
ADDITIONAL GUARANTORS

SECTION 2.01. Agreement to Guarantee.

     The Additional Guarantors hereby agree, jointly and severally with all Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes, Old Notes and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture, Notes and Old Notes. The Additional Guarantors hereby agree that their Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. This Guarantee is subject to release as and to the extent provided in Section 10.05 of the Indenture. The Guarantee of a Guarantor shall remain in full force and effect irrespective of the release of the Guarantee of any other Guarantor making the Guarantee as provided in Section 10.01 of the Indenture.

ARTICLE 3
MISCELLANEOUS

SECTION 3.01. Relationship to the Indenture.

     The Seventeenth Supplemental Indenture is a supplemental indenture within the meaning of the Indenture. The Indenture, as supplemented and amended by this Seventeenth Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Notes, the Indenture, as supplemented and amended by this Seventeenth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 3.02. Modification of the Indenture.

     Except as expressly modified by this Seventeenth Supplemental Indenture, the provisions of the Indenture shall govern the terms and conditions of the Notes.

SECTION 3.03. No Recourse Against Others.

     No past, present or future director, officer employee, incorporator, partner, or stockholder of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Old Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes and Old Notes by accepting such Note or Old Note waives and releases all such liability. Such waiver and release form a part of the consideration for issuance of the Notes, Old Notes and the Guarantees.

SECTION 3.04. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTEENTH SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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SECTION 3.05. No Adverse Interpretation of Other Agreements.

     This Seventeenth Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Seventeenth Supplemental Indenture.

SECTION 3.06. Successors.

     All covenants and agreements of the Company in this Seventeenth Supplemental Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee in this Seventeenth Supplemental Indenture shall bind its successors.

SECTION 3.07. Severability.

     In case any provision in this Seventeenth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.08. Counterpart Originals.

     The parties may sign any number of copies of this Seventeenth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 3.09. Force Majeure.

     In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 3.10. Trustee Makes No Representation.

     The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Seventeenth Supplemental Indenture.

SECTION 3.11. Effectiveness.

     This Seventeenth Supplemental Indenture shall become effective as to the Company and the Existing Guarantors upon execution hereof and shall become effective as to the Additional Guarantors as of 11:59 p.m. on the date hereof.

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SIGNATURES

Dated as the date first written above.

Psychiatric Solutions, Inc.
By:	/s/ Jack E. Polson
	Name:	Jack E. Polson
	Title:	Executive Vice President, Chief Accounting Officer

Guarantors:

ABS LINCS DC, LLC
ABS LINCS KY, INC.
ABS LINCS NJ, INC.
ABS LINCS PA, INC.
ABS LINCS PR, INC.
ABS LINCS SC, INC.
ABS LINCS TN, INC.
ABS LINCS TX, INC.
ABS LINCS VA, INC.
ABS LINCS VI, INC.
ABS LINCS, LLC
ABS NEW HOPE, MIDLANDS, INC.
ABS-FIRST STEP, INC.
ALLIANCE CROSSINGS, LLC
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ATLANTIC SHORES HOSPITAL, LLC
BEHAVIORAL EDUCATIONAL SERVICES, INC.
BEHAVIORAL HEALTHCARE LLC
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.
BHC ALHAMBRA HOSPITAL, INC.
BHC BELMONT PINES HOSPITAL, INC.
BHC CEDAR VISTA HOSPITAL, INC.
BHC FAIRFAX HOSPITAL, INC.
BHC FORT LAUDERDALE HOSPITAL, INC.
BHC FOX RUN HOSPITAL, INC.
BHC FREMONT HOSPITAL, INC.
BHC HEALTH SERVICES OF NEVADA, INC.
BHC HERITAGE OAKS HOSPITAL, INC.
BHC HOLDINGS, INC.
BHC INTERMOUNTAIN HOSPITAL, INC.
BHC MANAGEMENT SERVICES OF LOUISIANA, LLC
BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC
BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC
BHC MESILLA VALLEY HOSPITAL, LLC

BHC MONTEVISTA HOSPITAL, INC.
BHC NEWCO 2, LLC
BHC NEWCO 3, LLC
BHC NEWCO 4, LLC
BHC NEWCO 5, LLC
BHC NEWCO 6, LLC
BHC NEWCO 7, LLC
BHC NEWCO 8, LLC
BHC NEWCO 9, LLC
BHC NEWCO 10, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
BHC PINNACLE POINTE HOSPITAL, INC.
BHC PROPERTIES, LLC
BHC SIERRA VISTA HOSPITAL, INC.
BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BHC WINDSOR HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION-SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CEDAR SPRINGS HOSPITAL, INC.
COLLABORATIVE CARE LLC
COLUMBUS HOSPITAL PARTNERS, LLC
COLUMBUS HOSPITAL, LLC
COMPASS HOSPITAL, INC.
CRAWFORD FIRST EDUCATION, INC.
CUMBERLAND HOSPITAL, LLC
DIAMOND GROVE CENTER, LLC
FHCHS OF PUERTO RICO, INC.
FIRST CORRECTIONS – PUERTO-RICO, INC.
FIRST HOSPITAL CORPORATION OF NASHVILLE
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FIRST HOSPITAL PANAMERICANO, INC.
FORT LAUDERDALE HOSPITAL, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H.C. CORPORATION
HAVENWYCK HOSPITAL INC.
HOLLY HILL HOSPITAL, LLC
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
INDIANA PSYCHIATRIC INSTITUTES, LLC
INFOSCRIBER CORPORATION
LAKELAND BEHAVIORAL, LLC
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
LEBANON HOSPITAL PARTNERS, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
MESILLA VALLEY HOSPITAL, INC.

MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
NORTHERN INDIANA PARTNERS, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.
PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.
PEAK BEHAVIORAL HEALTH SERVICES, LLC
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PRIDE INSTITUTE, INC.
PSYCHIATRIC MANAGEMENT RESOURCES, INC.
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY MANAGED CARE, LLC
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RAMSAY YOUTH SERVICES PUERTO RICO, INC.
RED ROCK BEHAVIORAL HEALTH LLC
RED ROCK SOLUTIONS, LLC
RIVEREDGE HOSPITAL HOLDINGS, INC.
RIVEREDGE HOSPITAL, INC.
ROLLING HILLS HOSPITAL, LLC
SAMSON PROPERTIES, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC
SOMERSET, INCORPORATED
SP BEHAVIORAL, LLC
SUMMIT OAKS HOSPITAL, INC.
SUNSTONE BEHAVIORAL HEALTH, LLC
TEXAS HOSPITAL HOLDINGS, INC.
TEXAS HOSPITAL HOLDINGS, LLC
THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.
THE NATIONAL DEAF ACADEMY, LLC
THE PINES RESIDENTIAL TREATMENT CENTER, INC.
THERAPEUTIC SCHOOL SERVICES, L.L.C.
THREE RIVERS BEHAVIORAL HEALTH, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
THREE RIVERS SPE HOLDING, LLC
THREE RIVERS SPE MANAGER, INC.
THREE RIVERS SPE, LLC
TRANSITIONAL CARE VENTURES, INC.
TUCSON HEALTH SYSTEMS, INC.
UNIVERSITY BEHAVIORAL, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC VALLE VISTA, LLC WELLSTONE HOLDINGS, INC. WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC WILLOW SPRINGS, LLC WINDMOOR HEALTHCARE, INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC. ZEUS ENDEAVORS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
H.C. PARTNERSHIP
BY:	H.C. CORPORATION HSA HILL CREST CORPORATION
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
BHC OF INDIANA, GENERAL PARTNERSHIP
BY:	COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
BY: BY:	BHC OF INDIANA, GENERAL PARTNERSHIP COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
BY:	INDIANA PSYCHIATRIC INSTITUTES, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
HICKORY TRAIL HOSPITAL, L.P. HIGH PLAINS BEHAVIORAL HEALTH, L.P. MILLWOOD HOSPITAL, L.P. TEXAS CYPRESS CREEK HOSPITAL, L.P. TEXAS WEST OAKS HOSPITAL, L.P. NEURO INSTITUTE OF AUSTIN, L.P. TEXAS LAUREL RIDGE HOSPITAL, L.P. TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P. TEXAS SAN MARCOS TREATMENT CENTER, L.P.
BY:	TEXAS HOSPITAL HOLDINGS, LLC,      as General Partner
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

EMPLOYEE ASSISTANCE SERVICES, INC. HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC CONWAY INVESTMENT, INC. HHC COOPER CITY, INC. HHC DELAWARE, INC. HHC FOCUS FLORIDA, INC. HHC INDIANA, INC. HHC KINGWOOD INVESTMENT, LLC HHC OCONEE, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC SERVICES, LLC HHC SOUTH CAROLINA, INC. HHC ST. SIMONS, INC. HHC TOLEDO, INC. HMHM OF TENNESSEE, INC. HORIZON BEHAVIORAL SERVICES, INC. HORIZON HEALTH AUSTIN, INC. HORIZON HEALTH HOSPITAL SERVICES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. HORIZON MENTAL HEALTH MANAGEMENT, INC. HUGHES CENTER, LLC KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITAL, LLC MENTAL HEALTH OUTCOMES, INC. LAURELWOOD ASSOCIATES, INC. PALMETTO BEHAVIORAL HEALTH SOLUTIONS, LLC PSYCHMANAGEMENT GROUP, INC. SPRINGFIELD HOSPITAL, INC.
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
SHC-KPH, LP
BY:	KINGWOOD PINES HOSPITAL, LLC, as General Partner
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

Trustee:
U.S. Bank National Association
By:	/s/ Donna Williams
Name:		Donna Williams
Title:		Vice President

Schedule A

Existing Guarantors

ABS LINCS DC, LLC
ABS LINCS KY, Inc.
ABS LINCS NJ, Inc.
ABS LINCS PA, Inc.
ABS LINCS PR, Inc.
ABS LINCS SC, Inc.
ABS LINCS TN, Inc.
ABS LINCS TX, Inc.
ABS LINCS VA, Inc.
ABS LINCS VI, Inc.
ABS LINCS, LLC
ABS New Hope, Midlands, Inc.
ABS-First Step, Inc.
Alliance Crossings, LLC
Alliance Health Center, Inc.
Alternative Behavioral Services, Inc.
Atlantic Shores Hospital, LLC
Behavioral Educational Services, Inc.
Behavioral Healthcare LLC
Benchmark Behavioral Health System, Inc.
BHC Alhambra Hospital, Inc.
BHC Belmont Pines Hospital, Inc.
BHC Cedar Vista Hospital, Inc.
BHC Fairfax Hospital, Inc.
BHC Fort Lauderdale Hospital, Inc.
BHC Fox Run Hospital, Inc.
BHC Fremont Hospital, Inc.
BHC Health Services of Nevada, Inc.
BHC Heritage Oaks Hospital, Inc.
BHC Holdings, Inc.
BHC Intermountain Hospital, Inc.
BHC Management Services of Louisiana, LLC
BHC Management Services of New Mexico, LLC
BHC Management Services of Streamwood, LLC
BHC Mesilla Valley Hospital, LLC
BHC Montevista Hospital, Inc.
BHC Newco 2, LLC
BHC Newco 3, LLC
BHC Newco 4, LLC
BHC Newco 5, LLC
BHC Newco 6, LLC
BHC Newco 7, LLC
BHC Newco 8, LLC
BHC Newco 9, LLC
BHC Newco 10, LLC
BHC Northwest Psychiatric Hospital, LLC
BHC of Indiana, General Partnership

BHC Pinnacle Pointe Hospital, Inc.
BHC Properties, LLC
BHC Sierra Vista Hospital, Inc.
BHC Spirit of St. Louis Hospital, Inc.
BHC Streamwood Hospital, Inc.
BHC Windsor Hospital, Inc.
Bloomington Meadows, General Partnership
Brentwood Acquisition, Inc.
Brentwood Acquisition-Shreveport, Inc.
Brynn Marr Hospital, Inc.
Calvary Center, Inc.
Canyon Ridge Hospital, Inc.
Cedar Springs Hospital, Inc.
Collaborative Care LLC
Columbus Hospital Partners, LLC
Columbus Hospital, LLC
Compass Hospital, Inc.
Crawford First Education, Inc.
Cumberland Hospital, LLC
Diamond Grove Center, LLC
FHCHS of Puerto Rico, Inc.
First Corrections – Puerto-Rico, Inc.
First Hospital Corporation of Nashville
First Hospital Corporation of Virginia Beach
First Hospital Panamericano, Inc.
Fort Lauderdale Hospital, Inc.
Great Plains Hospital, Inc.
Gulf Coast Treatment Center, Inc.
Havenwyck Hospital Inc.
H.C. Corporation
H.C. Partnership
Hickory Trail Hospital, L.P.
High Plains Behavioral Health, L.P.
Holly Hill Hospital, LLC
HSA Hill Crest Corporation
HSA of Oklahoma, Inc.
Indiana Psychiatric Institutes, LLC
InfoScriber Corporation
Lakeland Behavioral, LLC
Laurel Oaks Behavioral Health Center, Inc.
Lebanon Hospital Partners, LLC
Liberty Point Behavioral Healthcare, LLC
Mesilla Valley Hospital, Inc.
Mesilla Valley Mental Health Associates, Inc.
Michigan Psychiatric Services, Inc.
Millwood Hospital, L.P.
Mission Vista Behavioral Health Services, Inc.
Neuro Institute of Austin, L.P.
North Spring Behavioral Healthcare, Inc.
Northern Indiana Partners, LLC
Palmetto Behavioral Health Holdings, LLC

Palmetto Behavioral Health System, L.L.C.
Palmetto Lowcountry Behavioral Health, L.L.C.
Palmetto Pee Dee Behavioral Health, L.L.C.
Peak Behavioral Health Services, LLC
Premier Behavioral Solutions of Florida, Inc.
Premier Behavioral Solutions, Inc.
Pride Institute, Inc.
Psychiatric Management Resources, Inc.
Psychiatric Solutions Hospitals, LLC
Psychiatric Solutions of Virginia, Inc.
Ramsay Managed Care, LLC
Ramsay Youth Services of Georgia, Inc.
Ramsay Youth Services Puerto Rico, Inc.
Red Rock Behavioral Health LLC
Red Rock Solutions, LLC
Riveredge Hospital Holdings, Inc.
Riveredge Hospital, Inc.
Rolling Hills Hospital, LLC
Samson Properties, LLC
Shadow Mountain Behavioral Health System, LLC
Somerset, Incorporated
SP Behavioral, LLC
Summit Oaks Hospital, Inc.
Sunstone Behavioral Health, LLC
Texas Cypress Creek Hospital, L.P.
Texas Hospital Holdings, Inc.
Texas Hospital Holdings, LLC
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.
The Counseling Center of Middle Tennessee, Inc.
The National Deaf Academy, LLC
The Pines Residential Treatment Center, Inc.
Therapeutic School Services, L.L.C.
Three Rivers Behavioral Health, LLC
Three Rivers Healthcare Group, LLC
Three Rivers SPE Holding, LLC
Three Rivers SPE Manager, Inc.
Three Rivers SPE, LLC
Transitional Care Ventures, Inc.
Tucson Health Systems, Inc.
University Behavioral, LLC
Valle Vista Hospital Partners, LLC
Valle Vista, LLC
Wellstone Holdings, Inc.
Wellstone Regional Hospital Acquisition, LLC
Willow Springs, LLC
Windmoor Healthcare, Inc.
Windmoor Healthcare of Pinellas Park, Inc.
Zeus Endeavors, LLC

Schedule B

Additional Guarantors

Employee Assistance Services, Inc.
HHC Augusta, Inc.
HHC Berkeley, Inc.
HHC Conway Investment, Inc.
HHC Cooper City, Inc.
HHC Delaware, Inc.
HHC Focus Florida, Inc.
HHC Indiana, Inc.
HHC Kingwood Investment, LLC
HHC Oconee, Inc.
HHC Ohio, Inc.
HHC Poplar Springs, Inc.
HHC River Park, Inc.
HHC Services, LLC
HHC South Carolina, Inc.
HHC St. Simons, Inc.
HHC Toledo, Inc.
HMHM of Tennessee, Inc.
Horizon Behavioral Services, Inc.
Horizon Health Hospital Services, Inc.
Horizon Health Physical Rehabilitation Services, Inc.
Horizon Mental Health Management, Inc.
Hughes Center, LLC
Kids Behavioral Health of Utah, Inc.
Kingwood Pines Hospital, LLC
Mental Health Outcomes, Inc.
Laurelwood Associates Trust
Laurelwood Associates, Inc.
Palmetto Behavioral Health Solutions, LLC
PsychManagement Group, Inc.
SHC-KPH, LP
Springfield Hospital, Inc.

EX-4.3

Exhibit 4.3

Exchange and Registration Rights Agreement

Dated as of May 31, 2007

among

Psychiatric Solutions, Inc.,

The Subsidiary Guarantors from time to time party hereto, and

Citigroup Global Markets Inc.
Merrill, Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities LLC
J.P. Morgan Securities Inc.

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

          This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2007 by and among Psychiatric Solutions, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated on behalf of Banc of America Securities LLC and J.P. Morgan Securities Inc. (collectively, the “Initial Purchasers”).

          This Agreement is made pursuant to the Purchase Agreement, dated May 24, 2007 (the “Purchase Agreement”), by and among the Company, the Existing Subsidiary Guarantors (as defined herein) and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s 7.75% Senior Subordinated Notes due 2015 (the “Notes”). The Notes are, and the Exchange Notes (as defined herein) will be, guaranteed on a senior subordinated basis by the Subsidiary Guarantors (as defined herein). In order to induce the Initial Purchasers to purchase the Notes, the Company and the Existing Subsidiary Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement.

          The parties hereby agree as follows:

     SECTION 1. DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have the following meanings:

          Additional Interest: As defined in Section 5(a) hereof.

          Additional Subsidiary Guarantor: Any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement.

          Advice: As defined in Section 6(e) hereof.

          Agreement: As defined in the preamble hereto.

          Base Indenture: The Indenture, dated as of July 6, 2005, as supplemented to the date hereof, among the Company, the Guarantors and the Trustee, relating to the Notes and the Guarantees.

          Blackout Period: As defined in Section 5(a) hereof.

          Blue Sky Application: As defined in Section 8(a) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

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          Closing Date: The date of this Agreement.

          Commission: The U.S. Securities and Exchange Commission.

          Company: As defined in the preamble hereto.

          Consummate: A Registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

          Damages Payment Date: With respect to the Notes, each Interest Payment Date.

          Effectiveness Target Date: As defined in Section 5(a) hereof.

          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.

          Exchange Notes: The Company’s 7.75% Senior Subordinated Notes due 2015 to be issued pursuant to the Indenture in the Exchange Offer, together with the related Guarantees.

          Exchange Offer: The registration by the Company under the Securities Act of the Exchange Notes on a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities validly tendered in such exchange offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

          Existing Subsidiary Guarantors: The various Subsidiary Guarantors signatory to the Indenture as of the date hereof.

          Guarantees: Guarantees by the Subsidiary Guarantors of the Company’s obligations under the Notes, the Exchange Notes and the Indenture.

          Holder: As defined in Section 2(b) hereof.

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          Indenture: The Base Indenture, as supplemented by the Supplemental Indenture. The Indenture may be amended or supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers: As defined in the preamble hereto.

          Interest Payment Date: As defined in the Indenture and the Notes.

          NASD: National Association of Securities Dealers, Inc.

          Notes: As defined in the preamble hereto.

          Person: An individual, partnership, corporation, limited liability company, unincorporated organization, association, joint-stock company, trust, joint venture, government or any agency or political subdivision thereof or any other entity.

          Prospectus: The prospectus included in a Registration Statement as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

          Purchase Agreement: As defined in the preamble hereto.

          Record Holder: With respect to any Damages Payment Date relating to Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.

          Registration Default: As defined in Section 5(a) hereof.

          Registration Statement: Any Registration Statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

          Securities Act: The U.S. Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 4(a) hereof.

          Shelf Registration Period: As defined in Section 4(a) hereof.

          Shelf Registration Statement: As defined in Section 4(a) hereof.

          Subsidiary Guarantors: The Additional Subsidiary Guarantors and the Existing Subsidiary Guarantors.

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          Supplemental Indenture: Seventeenth Supplemental Indenture, dated May 31, 2007, among the Company, the Guarantors and the Trustee, relating to the Notes and the Guarantees.

          TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

          Trustee: U.S. Bank National Association, as successor to Wachovia Bank, National Association.

          Transfer Restricted Securities: Each Note or Exchange Note (including the related Guarantees), as applicable, until the earliest to occur of (a) the date on which such Note is exchanged by a person other than a Broker-Dealer in the Exchange Offer in exchange for an Exchange Note, so long as such person is not prohibited from reselling such Exchange Notes to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not sufficient for such purpose, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, the date on which that Exchange Note is sold to a purchaser who receives from that Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (d) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144 under the Securities Act.

          Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

          (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

     SECTION 3. REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the events set forth in Section 4(a)(ii) has occurred, the Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to be declared effective on or prior to 180 days after the

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Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below.

          (b) The Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable U.S. federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable U.S. federal and state securities laws. No securities other than the Exchange Notes and the Guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission.

          (c) The Company and the Subsidiary Guarantors shall indicate in a “Plan of Distribution” section of the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a Prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which Prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission.

          The Company and the Subsidiary Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the

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extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least 90 days after the Consummation of the Exchange Offer.

          The Company and the Subsidiary Guarantors shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day period in order to facilitate such resales.

     SECTION 4. SHELF REGISTRATION

          (a) Shelf Registration. If (i) the Company and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or cannot Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable U.S. law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company prior to the 20th day following the Consummation of the Exchange Offer that such Holder (A) is prohibited by applicable U.S. law or Commission policy from participating in the Exchange Offer, (B) may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) is a Broker-Dealer and holds Notes acquired directly from the Company or one of its affiliates, then the Company and the Subsidiary Guarantors shall:

     (x) use their reasonable best efforts to cause to be filed a Registration Statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement if permitted by the rules and regulations of the Commission (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (1) the 30th day after the date on which the Company determines that they are not required to file the Exchange Offer Registration Statement, or permitted to Consummate the Exchange Offer and (2) the 30th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) of paragraph (a) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities by the Holders which shall have provided the information required pursuant to Section 4(b) hereof; and

     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline.

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Subject to Section 5(b), the Company and the Subsidiary Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes or Exchange Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date or such shorter period that will terminate when all Notes or Exchange Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (such period being the “Shelf Registration Period”).

          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until such Holder shall have used its reasonable best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

     SECTION 5. ADDITIONAL INTEREST

          (a) If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Subsidiary Guarantors, jointly and severally, agree to pay additional interest (“Additional Interest”) to each Holder of

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Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of Additional Interest shall increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Subsidiary Guarantors in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease.

          (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period.

          All payment obligations of the Company and the Subsidiary Guarantors set forth in this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

     SECTION 6. REGISTRATION PROCEDURES

          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall comply with all of the

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provisions of Section 6(c) below, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

          (i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company and the Subsidiary Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Subsidiary Guarantors’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company.

          (ii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall state to the Commission that the Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) and shall represent to the Commission that neither the Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Subsidiary Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer; and

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          (iii) The Company and the Subsidiary Guarantors shall issue, upon the request of any Holder of Notes covered by the Exchange Offer, Exchange Notes (including the related guarantees), having an aggregate principal amount equal to the aggregate principal amount of Notes surrendered to the Company by such Holder in exchange therefor; such Exchange Notes (including the related guarantees) to be registered in the name of such Holder or in the name of the purchaser(s) of such Exchange Notes (including the related guarantees), as the case may be; in return, the Notes held by such Holder shall be surrendered to the Company for cancellation.

          (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Subsidiary Guarantors shall comply with all the provisions of Section 6(c) below and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Subsidiary Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

          (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes and Exchange Notes by Broker-Dealers), the Company and the Subsidiary Guarantors shall:

          (i) use their reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of any Subsidiary Guarantors), unless such financial statements are publicly available, for the period specified in Sections 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Subsidiary Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors may allow the Shelf Registration Statement to cease to become effective and usable if (x) the board of directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of or facts surrounding any proposed or

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pending material corporate transaction involving the Company or the Subsidiary Guarantors, and the Company notifies the Holders within two business days after such boards of directors make such determination or (y) the Prospectus contained in the Shelf Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the two-year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions; and provided further that Additional Interest shall accrue on the Notes as provided in Section 5 hereof;

          (ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Sections 3 or 4 hereof, as applicable; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

          (iii) cooperate with the selling Holders of Transfer Restricted Securities and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

          (iv) use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities;

          (v) if any fact or event contemplated by clause (d)(i)(D) below shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact

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necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

          (vi) provide a CUSIP, CINS or ISIN number, as applicable, for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the depositary;

          (vii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;

          (viii) otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

          (ix) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes and Exchange Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

          (x) provide promptly to any Holder upon such Holder’s written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act to the extent such documents are not otherwise filed with the Commission and available to the public free of cost.

          (d) Additional Provisions Applicable to Shelf Registration Statements. In connection with each Shelf Registration Statement, during the Shelf Registration Period, the Company and the Subsidiary Guarantors shall:

          (i) advise the underwriter(s), if any, and selling Holders of Transfer Restricted Securities promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus

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supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act, of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction or of the initiation of any proceeding for any of the preceding purposes and (D) of the existence of any fact or the happening of any event that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement and the Prospectus do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any U.S. state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under U.S. state securities or blue sky laws, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

          (ii) if requested in writing, furnish to each of the selling Holders of Transfer Restricted Securities and each of the underwriter(s), if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Shelf Registration Statement), which documents will be subject to the review of such Holders and underwriter(s), if any, for a period of at least five business days, and the Company and the Subsidiary Guarantors will not file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) if a selling Holder of Transfer Restricted Securities covered by such Shelf Registration Statement or the underwriter(s), if any, shall not have had an opportunity to review the Shelf Registration Statement as set forth above; such Holders and underwriter(s) shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or fails to comply with the applicable requirements of the Securities Act;

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          (iii) promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus, provide copies of such document to the selling Holders and to the underwriter(s), if any, make the Company’s and the Subsidiary Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request in writing;

          (iv) make available for inspection at reasonable times at each of the Company’s principal places of business by the selling Holders of Transfer Restricted Securities, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s) who shall certify to the Company and the Subsidiary Guarantors that they have a current intention to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement, such relevant financial and other records, pertinent corporate documents and properties of the Company and the Subsidiary Guarantors as reasonably requested and cause the Company’s and the Subsidiary Guarantors’ officers, directors and employees to respond to such inquiries as shall be reasonably necessary, in the reasonable judgment of counsel to such Holders, to conduct a reasonable investigation; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the selling Holders by one counsel designated by and on behalf of such Holders and, provided, further, that each such party shall be required to maintain in confidence and not disclose to any other Person any information or records reasonably designated by the Company in writing as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such Person shall have given the Company prompt prior written notice of such requirement) or (C) such information is required to be set forth in such Shelf Registration Statement or the Prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such Prospectus in order that such Shelf Registration Statement, Prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading;

          (v) if requested by any selling Holders of Transfer Restricted Securities or the underwriter(s), if any, promptly incorporate in any Shelf Registration Statement or Prospectus pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and

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underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided, however, that the Company shall not be required to take any action pursuant to this Section 6(d)(v) that would, in the opinion of counsel for the Company reasonably satisfactory to the Initial Purchasers, violate applicable law;

          (vi) deliver to each selling Holder of Transfer Restricted Securities and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Subsidiary Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

          (vii) furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference) to the extent such documents are not otherwise filed with the Commission and available to the public free of cost;

          (viii) enter into an underwriting agreement on not more than one occasion in the case of an offering pursuant to a Shelf Registration, and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Holder or Holders of Transfer Restricted Securities who hold at least 25% in aggregate principal amount of such class of Transfer Restricted Securities; provided that the Company and the Subsidiary Guarantors shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and may delay entering into such agreement if the board of directors of each of the Company and the Subsidiary Guarantors determines in good faith that it is in the best interests of the Company and the Subsidiary Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Subsidiary Guarantors; and

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in connection with an Underwritten Registration, the Company and the Subsidiary Guarantors shall:

               (A) furnish to the Initial Purchasers, the Holders of Transfer Restricted Securities who hold at least 25% in aggregate principal amount of such class of Transfer Restricted Securities and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made in connection with an offering of debt securities pursuant to a Shelf Registration Statement upon the effective date of the Shelf Registration Statement (and if such Shelf Registration Statement contemplates an Underwritten Offering of Transfer Restricted Securities upon the date of the closing under the underwriting agreement related thereto):

          (1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the respective chief executive officer, the respective President or any Vice President and (z) the respective chief financial officer of each of the Company and each of the Subsidiary Guarantors confirming, as of the date thereof, the matters set forth in Section 7(l) of the Purchase Agreement and such other matters as such parties may reasonably request;

          (2) an opinion, dated the date of effectiveness of such Shelf Registration Statement, of securities counsel for the Company covering matters similar to those set forth in Section 7(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the Initial Purchasers’ representatives and the Initial Purchasers’ counsel in connection with the preparation of such Shelf Registration Statement and the related Prospectus although such counsel has not independently verified the accuracy, completeness or fairness of such statements in such Shelf Registration Statement; and that such counsel advises that, on the basis of the foregoing, such counsel’s work in connection with this work did not disclose information that gave such counsel reason to believe that the Shelf Registration Statement, at the time such Shelf Registration Statement or any post-effective amendment thereto became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Shelf Registration Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state further that such counsel expresses no view with respect to, and has not independently verified, the accuracy, completeness or fairness of

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the financial statements, notes and schedules, the financial projections and other financial, statistical and accounting data included or incorporated by reference in the Shelf Registration Statement contemplated by this Agreement or the related Prospectus; and

          (3) a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Sections 7(e) and 7(f) of the Purchase Agreement;

               (B) set forth in full or incorporated by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

               (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company and the Subsidiary Guarantors pursuant to this clause (viii), if any.

If at any time during the Shelf Registration Period the representations and warranties of the Company or the Subsidiary Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Company or the Subsidiary Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; and

          (ix) prior to any public offering of Transfer Restricted Securities cooperate with the selling Holders of Transfer Restricted Securities the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or blue sky laws of such jurisdictions as the selling Holders of Transfer Restricted Securities or underwriter(s) may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement filed pursuant to Section 4 hereof; provided, however, that the Company and the Subsidiary Guarantors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not now so qualified or to take any action that would subject them to general consent to service of process, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where they are not now so subject.

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          (e) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Shelf Registration Statement set forth in Section 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(d)(i) hereof to and including the date when each selling Holder covered by such Shelf Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof or shall have received the Advice.

          (f) The Company and the Subsidiary Guarantors may require each Holder of Transfer Restricted Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder and such Holder’s intended method of distribution of the applicable Transfer Restricted Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act. Each such Holder agrees to notify the Company as promptly as practicable of (i) any inaccuracy or change in information previously furnished by such Holder to the Company or (ii) the occurrence of any event, in either case, as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities or omits to state any material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the distribution of the applicable Transfer Restricted Securities an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

     SECTION 7. REGISTRATION EXPENSES

          (a) All expenses incident to the Company’s and the Subsidiary Guarantors’ performance of or compliance with this Agreement will be borne by the Company regardless of whether a Registration Statement becomes effective, including

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without limitation and as applicable: (i) all Commission, securities exchange or NASD registration and filing fees and expenses (including filings made by any Initial Purchasers or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with U.S. federal securities and state blue sky or securities laws and compliance with the rules of the NASD (including reasonable fees and disbursements of one counsel for Holders in connection with blue sky and/or NASD qualification of the Exchange Notes); (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services; (iv) all fees and disbursements of counsel for the Company and the Subsidiary Guarantors; (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance) and (vi) the reasonable fees and disbursements of one counsel designated by the Holders of a majority in principal amount of Transfer Restricted Securities covered by the Shelf Registration Statement to act as counsel for the Holders of those Transfer Restricted Securities in connection therewith.

          The Company will, in any event, bear its and the Subsidiary Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Subsidiary Guarantors.

          (b) Each Holder of Transfer Restricted Securities will pay all underwriting discounts and commissions, if any, and agency fees, commissions and transfer taxes, if any, relating to the disposition of such Holder’s Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holder, other than the counsel and experts specifically referred to in clause (a) above.

     SECTION 8. INDEMNIFICATION

          (a) The Company and each Subsidiary Guarantor shall, jointly and severally, indemnify and hold harmless each Holder of Transfer Restricted Securities, its officers and employees and each Person, if any, who controls any such Holders, within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases, sales and registration of the Notes (including the related Guarantees) and the Exchange Notes (including the related Guarantees)), to which that Holder, officer, employee or controlling Person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement or preliminary Prospectus or Prospectus or in any amendment or supplement thereto, (B) in any Blue Sky Application (as defined below) or other document prepared or executed by any

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Company or any Subsidiary Guarantor (or based upon any written information furnished by any Company or any Subsidiary Guarantor) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (C) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Exchange Notes (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); (ii) the omission or alleged omission to state in any Registration Statement, preliminary Prospectus or Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application or Marketing Materials any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Holder of Transfer Restricted Securities in connection with, or relating in any manner to, the Notes, the Guarantees or the Exchange Notes or the offering contemplated by any Registration Statement, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Subsidiary Guarantors shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Holder through its gross negligence or willful misconduct); and shall reimburse each Holder and each such officer, employee or controlling Person promptly upon demand for any legal or other expenses reasonably incurred by that Holder, officer, employee or controlling Person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Subsidiary Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, preliminary Prospectus or Prospectus, or in any such amendment or supplement, or in any Blue Sky Application or Marketing Materials, in reliance upon and in conformity with written information concerning such Holder furnished to the Company by or on behalf of any Holder specifically for inclusion therein; provided, further, that with respect to any such untrue statement or omission made in any preliminary Prospectus or Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of the Holder from whom the Person asserting any such losses, claims, damages or liabilities purchased the Notes, Guarantees or Exchange Notes concerned if, to the extent that such sale was a sale by the Holder and any such loss, claim, damage or liability of such Holder is a result of the fact that both (A) a copy of the Prospectus (or the Prospectus as then amended or supplemented) was not sent or given to such Person at or prior to written confirmation of the sale of such Notes or Exchange Notes to such Person and (B) the untrue statement or omission in the preliminary Prospectus or Prospectus was corrected in the Prospectus (or the Prospectus as then amended or supplemented) unless such failure to deliver the Prospectus was a result of noncompliance by the Company with

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Section 6(d)(vi) hereof. The foregoing indemnity agreement is in addition to any liability which the Company and the Subsidiary Guarantors may otherwise have to any Holder or to any officer, employee or controlling Person of that Holder.

          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless each of the Company, each of the Subsidiary Guarantors, their respective directors, officers and employees, and each Person, if any, who controls either of the Company or any of the Subsidiary Guarantors within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, the Subsidiary Guarantors or any such director, officer or controlling Person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement, preliminary Prospectus or Prospectus, or in any amendment or supplement thereto or (B) in any Blue Sky Application or (ii) the omission or alleged omission to state in any Registration Statement, preliminary Prospectus or Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or 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 concerning such Holders furnished to the Company by or on behalf of that Holder specifically for inclusion therein, and shall reimburse the Company, each of the Subsidiary Guarantors and each such director, officer, employee and controlling Person for any legal or other expenses reasonably incurred by the Company, each such Subsidiary Guarantor or each such director, officer, employee or controlling Person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to the Company, any of the Subsidiary Guarantors or any such director, officer, employee or controlling Person.

          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure and; provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the

22

defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized by the indemnifying party in writing, or (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by (x) Citigroup Global Markets Inc. if the indemnified parties under this Section 8 consist of the Initial Purchasers or any of their respective officers, employees or controlling Persons or (y) by the Company, if the indemnified parties under this Section 8 consist of any of the Company, any of the Subsidiary Guarantors or any of their respective directors, officers, employees or controlling Persons. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

          (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits

23

received by the Company and the Subsidiary Guarantors, on the one hand, and the Holders on the other, from the sale of the Transfer Restricted Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Subsidiary Guarantors, on the one hand and the Holders on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Subsidiary Guarantors, on the one hand, or the Holders, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Subsidiary Guarantors and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received by it in connection with its sale of Notes exceeds the amount of any damages which such Holder has otherwise paid or become liable to pay by reason of the untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 8(d) are several and not joint.

     SECTION 9. RULE 144A

          The Company and each Subsidiary Guarantor hereby agrees with each Holder of Transfer Restricted Securities, during any period in which the Company or such Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act within the two-year period following the Closing Date, to make available to any Holder or beneficial owner of Transfer Restricted Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

     SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

          No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the

24

basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

     SECTION 11. SELECTION OF UNDERWRITERS

          Subject to Section 6(d)(i), the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering at such Holders’ expense. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided that such investment bankers and managers must be reasonably satisfactory to the Company.

     SECTION 12. MISCELLANEOUS

          (a) Remedies. The Company and the Subsidiary Guarantors agree that monetary damages (including Additional Interest) would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

          (b) No Inconsistent Agreements. Neither the Company nor any Subsidiary Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as disclosed in the Offering Memorandum (as such term is defined in the Purchase Agreement), neither the Company nor any Subsidiary Guarantor has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any Subsidiary Guarantor’s securities under any agreement in effect on the date hereof.

          (c) Adjustments Affecting the Notes. The Company and the Subsidiary Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

          (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of the Transfer Restricted Securities affected by such amendment, modification, supplement, waiver or consent. Notwithstanding the foregoing, a waiver or consent to departure from the

25

provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered.

          (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile or air courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

          if to the Company or the Subsidiary Guarantors to:

Psychiatric Solutions, Inc.
6640 Carothers Parkway,
Suite 500
Franklin, Tennessee 37067
Attention: Christopher L. Howard, Esq.
Telephone: (615) 312-5700
Fax: (615) 312-5711

with a copy to:

Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
Attention: Gerald F. Mace, Esq.
Telephone: (615) 850-8912

Fax: (615) 244-6804

          Any such notices and communications shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any notice or communication given or made by the Initial Purchasers.

          Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders;

26

provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

          (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

          (k) Entire Agreement. This Agreement together with the other Transaction Documents (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company and the Subsidiary Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature pages follow.]

27

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Psychiatric Solutions, Inc.
By:	/s/ Jack E. Polson
	Name:	Jack E. Polson
	Title:	Executive Vice President, Chief Accounting Officer
Guarantors: ABS LINCS DC, LLC ABS LINCS KY, INC. ABS LINCS NJ, INC. ABS LINCS PA, INC. ABS LINCS PR, INC. ABS LINCS SC, INC. ABS LINCS TN, INC. ABS LINCS TX, INC. ABS LINCS VA, INC. ABS LINCS VI, INC. ABS LINCS, LLC ABS NEW HOPE, MIDLANDS, INC. ABS-FIRST STEP, INC. ALLIANCE CROSSINGS, LLC ALLIANCE HEALTH CENTER, INC. ALTERNATIVE BEHAVIORAL SERVICES, INC. ATLANTIC SHORES HOSPITAL, LLC BEHAVIORAL EDUCATIONAL SERVICES, INC. BEHAVIORAL HEALTHCARE LLC BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. BHC ALHAMBRA HOSPITAL, INC. BHC BELMONT PINES HOSPITAL, INC. BHC CEDAR VISTA HOSPITAL, INC. BHC FAIRFAX HOSPITAL, INC. BHC FORT LAUDERDALE HOSPITAL, INC. BHC FOX RUN HOSPITAL, INC. BHC FREMONT HOSPITAL, INC. BHC HEALTH SERVICES OF NEVADA, INC. BHC HERITAGE OAKS HOSPITAL, INC. BHC HOLDINGS, INC. BHC INTERMOUNTAIN HOSPITAL, INC. BHC MANAGEMENT SERVICES OF LOUISIANA, LLC BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC

BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC
BHC MESILLA VALLEY HOSPITAL, LLC
BHC MONTEVISTA HOSPITAL, INC.
BHC NEWCO 2, LLC
BHC NEWCO 3, LLC
BHC NEWCO 4, LLC
BHC NEWCO 5, LLC
BHC NEWCO 6, LLC
BHC NEWCO 7, LLC
BHC NEWCO 8, LLC
BHC NEWCO 9, LLC
BHC NEWCO 10, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
BHC PINNACLE POINTE HOSPITAL, INC.
BHC PROPERTIES, LLC
BHC SIERRA VISTA HOSPITAL, INC.
BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BHC WINDSOR HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION-SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CEDAR SPRINGS HOSPITAL, INC.
COLLABORATIVE CARE LLC
COLUMBUS HOSPITAL PARTNERS, LLC
COLUMBUS HOSPITAL, LLC
COMPASS HOSPITAL, INC.
CRAWFORD FIRST EDUCATION, INC.
CUMBERLAND HOSPITAL, LLC
DIAMOND GROVE CENTER, LLC
FHCHS OF PUERTO RICO, INC.
FIRST CORRECTIONS – PUERTO-RICO, INC.
FIRST HOSPITAL CORPORATION OF NASHVILLE
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FIRST HOSPITAL PANAMERICANO, INC.
FORT LAUDERDALE HOSPITAL, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H.C. CORPORATION
HAVENWYCK HOSPITAL INC.
HOLLY HILL HOSPITAL, LLC
HSA HILL CREST CORPORATION

HSA OF OKLAHOMA, INC.
INDIANA PSYCHIATRIC INSTITUTES, LLC
INFOSCRIBER CORPORATION
LAKELAND BEHAVIORAL, LLC
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
LEBANON HOSPITAL PARTNERS, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
MESILLA VALLEY HOSPITAL, INC.
MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
NORTHERN INDIANA PARTNERS, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.
PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.
PEAK BEHAVIORAL HEALTH SERVICES, LLC
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PRIDE INSTITUTE, INC.
PSYCHIATRIC MANAGEMENT RESOURCES, INC.
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY MANAGED CARE, LLC
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RAMSAY YOUTH SERVICES PUERTO RICO, INC.
RED ROCK BEHAVIORAL HEALTH LLC
RED ROCK SOLUTIONS, LLC
RIVEREDGE HOSPITAL HOLDINGS, INC.
RIVEREDGE HOSPITAL, INC.
ROLLING HILLS HOSPITAL, LLC
SAMSON PROPERTIES, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC
SOMERSET, INCORPORATED

SP BEHAVIORAL, LLC SUMMIT OAKS HOSPITAL, INC. SUNSTONE BEHAVIORAL HEALTH, LLC TEXAS HOSPITAL HOLDINGS, INC. TEXAS HOSPITAL HOLDINGS, LLC THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC. THE NATIONAL DEAF ACADEMY, LLC THE PINES RESIDENTIAL TREATMENT CENTER, INC. THERAPEUTIC SCHOOL SERVICES, L.L.C. THREE RIVERS BEHAVIORAL HEALTH, LLC THREE RIVERS HEALTHCARE GROUP, LLC THREE RIVERS SPE HOLDING, LLC THREE RIVERS SPE MANAGER, INC. THREE RIVERS SPE, LLC TRANSITIONAL CARE VENTURES, INC. TUCSON HEALTH SYSTEMS, INC. UNIVERSITY BEHAVIORAL, LLC VALLE VISTA HOSPITAL PARTNERS, LLC VALLE VISTA, LLC WELLSTONE HOLDINGS, INC. WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC WILLOW SPRINGS, LLC WINDMOOR HEALTHCARE, INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC. ZEUS ENDEAVORS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
H.C. PARTNERSHIP
BY:	H.C. CORPORATION HSA HILL CREST CORPORATION
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

BHC OF INDIANA, GENERAL PARTNERSHIP
BY:	COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
BY:	BHC OF INDIANA, GENERAL PARTNERSHIP
BY:	COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
BY:	INDIANA PSYCHIATRIC INSTITUTES, LLC
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

HICKORY TRAIL HOSPITAL, L.P. HIGH PLAINS BEHAVIORAL HEALTH, L.P. MILLWOOD HOSPITAL, L.P. TEXAS CYPRESS CREEK HOSPITAL, L.P. TEXAS WEST OAKS HOSPITAL, L.P. NEURO INSTITUTE OF AUSTIN, L.P. TEXAS LAUREL RIDGE HOSPITAL, L.P. TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P. TEXAS SAN MARCOS TREATMENT CENTER, L.P.
BY:	TEXAS HOSPITAL HOLDINGS, LLC,      as General Partner
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
EMPLOYEE ASSISTANCE SERVICES, INC. HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC CONWAY INVESTMENT, INC. HHC COOPER CITY, INC. HHC DELAWARE, INC. HHC FOCUS FLORIDA, INC. HHC INDIANA, INC. HHC KINGWOOD INVESTMENT, LLC HHC OCONEE, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC SERVICES, LLC HHC SOUTH CAROLINA, INC. HHC ST. SIMONS, INC. HHC TOLEDO, INC. HMHM OF TENNESSEE, INC. HORIZON BEHAVIORAL SERVICES, INC. HORIZON HEALTH AUSTIN, INC. HORIZON HEALTH HOSPITAL SERVICES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. HORIZON MENTAL HEALTH MANAGEMENT, INC. HUGHES CENTER, LLC KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITAL, LLC

MENTAL HEALTH OUTCOMES, INC. LAURELWOOD ASSOCIATES, INC. PALMETTO BEHAVIORAL HEALTH SOLUTIONS, LLC PSYCHMANAGEMENT GROUP, INC. SPRINGFIELD HOSPITAL, INC.
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary
SHC-KPH, LP
BY:	KINGWOOD PINES HOSPITAL, LLC, as General Partner
By:	/s/ Christopher L. Howard
	Name:	Christopher L. Howard
	Title:	Secretary

Accepted:

Citigroup Global Markets Inc.
By:	/s/ Julie Persily
	Authorized Representative

For itself and the other Several Initial
Purchasers named in Schedule I to the
Purchase Agreement

EX-10.1

Exhibit 10.1

Amendment No. 2
to
Second Amended and Restated Credit Agreement

          This Amendment No. 2to Second Amended and Restated Credit Agreement, dated as of May 31, 2007, (this “Amendment”), is entered into among Psychiatric Solutions, Inc., a Delaware corporation (“PSI”), BHC Holdings, Inc., a Delaware corporation (“BHC”), Premier Behavioral Solutions, Inc., a Delaware corporation (“PBS”), Alternative Behavioral Services, Inc., a Virginia corporation (“ABS”), Horizon Health Corporation, a Delaware corporation (“Horizon”), ABS LINCS PR, Inc., a Virginia corporation (“LINCS PR”), First Hospital Panamericano, Inc., a Virginia corporation (“FHP”), FHCHS of Puerto Rico, Inc., a Virginia corporation (“FHCHS”), First Corrections – Puerto-Rico, Inc., a Virginia corporation (“FCPR” and together with PSI, BHC, PBS, ABS, Horizon, LINCS PR, FHP and FHCHS, collectively, the “Borrowers” and each a “Borrower”), the Subsidiaries of PSI listed on the signature pages hereof as guarantors (the “Guarantors”), Citicorp North America, Inc. (“CNAI”), as Term Loan Facility Administrative Agent (as defined below) on behalf of each Term Loan Lender executing a Lender Consent (as defined below), co-syndication agent and lender, Bank of America, N.A. (“Bank of America”), as Revolving Credit Facility Administrative Agent (as defined below) on behalf of each Revolving Credit Lender executing a Lender Consent, Citigroup Global Markets Inc. (“CGMI”) and Merrill Lynch, Pierce Fenner & Smith Incorporated (“MLPF&S”), as joint lead arrangers and joint book-running managers (together, in such capacities, the “Arrangers” and each an “Arranger”), Merrill Lynch Capital Corporation (“MLCC”), as lender, and MLPF&S, as co-syndication agent, and amends the Second Amended and Restated Credit Agreement, dated as of July 1, 2005 (as the same has been amended, amended and restated, supplemented or otherwise modified up to the date hereof, including Amendment No. 1 thereto dated as of December 1, 2006, the “Credit Agreement”), among the Borrowers, the Guarantors, the Lenders and L/C Issuer (in each case as defined therein) party thereto, CNAI, as administrative agent for the Term Loan Facility (in such capacity, the “Term Loan Facility Administrative Agent”), Bank of America, as administrative agent for the Revolving Credit Lenders (in such capacity, the “Revolving Credit Facility Administrative Agent” and together with the Term Loan Facility Administrative Agent, the “Administrative Agents”) and collateral agent for the Lenders and the L/C Issuer (in such capacity, the “Collateral Agent”), CNAI and Bank of America, as co-syndication agents for the Revolving Credit Facility and the Term Loan Facility, and MLPF&S and JPMorgan Chase Bank, N.A., as co-documentation agents for the Revolving Credit Facility and the Term Loan Facility. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

W i t n e s s e t h:

          Whereas, the Borrowers, the Guarantors (as defined in the Credit Agreement), the Lenders, the L/C Issuer and the Administrative Agents are party to the Credit Agreement;

          Whereas, the Lenders party to the attached Consent of Lenders to this Amendment (the “Lenders’ Consent”) constituting (a) 100% of the Term Loan Lenders and (b) the Required Lenders and the Administrative Agents agree, subject to the limitations and conditions set forth herein, to amend the Credit Agreement as set forth herein;

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          Whereas, PSI desires to (a) increase the Term Loan Commitments to a stated aggregate principal amount of $700,000,000 (of which $125,000,000 has been permanently repaid and is no longer outstanding) and borrow $225,000,000 of Term Loans on the Amendment No. 2 Effective Date (as defined below) to finance the Horizon Acquisition (as defined below) and (b) amend certain other terms and conditions of the Credit Agreement as set forth herein (collectively, the “Specified Transactions”) and has requested that the Administrative Agents, 100% of the Term Loan Lenders and the Required Lenders consent to the Specified Transactions;

          Whereas, Horizon, LINCS PR, FHP, FHCHS and FCPR each desire to become a Borrower under the Credit Agreement (as amended by this Amendment) and each of them and the other Borrowers agree to be jointly and severally liable for the payment and performance of all obligations and covenants of any Borrower thereunder or under any other Loan Document; and

          Whereas, the Lenders party to the Lenders’ Consent (constituting (a) 100% of the Term Loan Lenders and (b) the Required Lenders) and the Administrative Agents agree, subject to the limitations and conditions set forth herein, to consent to the Specified Transactions (and waive any Events of Default resulting solely therefrom).

          Now, Therefore, in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows:

     Section 1. Amendments to the Credit Agreement

          The Credit Agreement is, effective as of the Amendment No. 2 Effective Date (as defined below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:

          (a) Amendments to Introductory Paragraph. The introductory paragraph of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 1, 2005, among PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation (“PSI”), BHC HOLDINGS, INC., a Delaware corporation (“BHC”), PREMIER BEHAVIORAL SOLUTIONS, INC., a Delaware corporation (“PBS”), ALTERNATIVE BEHAVIORAL SERVICES, INC., a Virginia corporation (“ABS”), HORIZON HEALTH CORPORATION, a Delaware corporation (“Horizon”), ABS LINCS PR, Inc., a Virginia corporation (“LINCS PR”), FIRST HOSPITAL PANAMERICANO, INC., a Virginia corporation (“FHP”), FHCHS OF PUERTO RICO, INC., a Virginia corporation (“FHCHS”), FIRST CORRECTIONS – PUERTO-RICO, INC., a Virginia corporation (“FCPR” and together with PSI, BHC, PBS, ABS, Horizon, LINCS PR, FHP and FHCHS, collectively, the “Borrowers” and each a “Borrower”), the Guarantors (as defined below), the Lenders (as defined below), the L/C Issuer (as defined below) and CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent for the Term Loan Facility (as defined below) (in such capacity, the “Term Loan Facility Administrative Agent”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent for the Revolving Credit Facility (in such capacity, the “Revolving Credit Facility Administrative Agent”) and as collateral agent for the Lenders and the L/C Issuer (in such capacity, the “Collateral Agent”), CNAI and Bank of America, as co-

- 2 -

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

syndication agents for the Revolving Credit Facility and the Term Loan Facility, CNAI, as documentation agent for the Revolving Credit Facility and the Term Loan Facility.”

          (b) Amendments to Article I (Definitions, Interpretation and Accounting Terms). Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended as follows:

          (i) The following definitions are hereby inserted in Section 1.01 (Defined Terms) of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions in such section:

          “Amendment No. 2 Effective Date” has the meaning specified in Amendment No. 2, dated as of May 31, 2007, by and among the Borrowers, the Guarantors, the Administrative Agents, CGMI, MLPF&S and the Lenders party thereto.

          “Cash Collateral Account” means any Deposit Account or Securities Account that is (a) established by the applicable Agent from time to time in its sole discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds received) from the Loan Parties or Persons acting on their behalf pursuant to the Loan Documents, (b) with such depositaries and securities intermediaries as the applicable Agent may determine in its sole discretion, (c) in the name of the applicable Agent (although such account may also have words referring to the Borrower and the account’s purpose), (d) under the control of the applicable Agent and (e) in the case of a Securities Account, with respect to which the applicable Agent shall be the Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto.

          “Horizon Acquisition” means the acquisition by PSI directly or indirectly through one of its wholly owned subsidiaries of all of the Capital Stock of Horizon Health Corporation, a Delaware corporation.

          “Second Additional Term Loan” has the meaning specified in Section 2.01(b) (Term Loan Commitments).

          “Second Additional Term Loan Arrangers” means each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated, in their capacities as joint lead arrangers and joint book-running managers in respect of the Second Additional Term Loans.

          “Second Additional Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make a Second Additional Term Loan to the Borrower in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I-B (Second Additional Term Loan Commitments) under the caption “Second Additional Term Loan Commitment” as amended to reflect each Assignment and Assumption executed by such Lender and as such amount may be reduced pursuant to this Agreement.

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          “Second Additional Term Loan Lender” means each Lender that has a Second Additional Term Loan Commitment or that holds a Second Additional Term Loan.

          “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

          “Specified Entity” means each Unrestricted Subsidiary and each Joint Venture that, individually or taken together with all other Unrestricted Subsidiaries and Joint Ventures, does not have outstanding Indebtedness in an aggregate principal amount in excess of the greater of (i) $20,000,000 and (ii) an amount equal to 50% of the aggregate amount of all Investments made by Loan Parties in Unrestricted Subsidiaries and Joint Ventures.

          “Unrestricted Subsidiary” means each Subsidiary identified to the Administrative Agents in writing to have been designated as an “Unrestricted Subsidiary” by PSI in accordance with the provisions of, and as such term is defined by, the Senior Subordinated Notes Indentures.

          (ii) The following definitions set forth in Section 1.01 (Defined Terms) of the Credit Agreement are amended as follows:

          “Applicable Margin” is hereby amended by deleting clause (a) thereof in its entirety and replacing such text with the following:

“(a) with respect to Term Loans, (x) for Base Rate Loans, a rate equal to 0.75% per annum and (y) for Eurodollar Rate Loans, a rate equal to 1.75% per annum; and”

          “Debt Issuance” is hereby amended by replacing the text “Section 8.03(k)(ii) (Indebtedness)” therein with the text “Section 8.03(k)(i)(B) (Indebtedness)”.

          “Disposition” is hereby amended by inserting after the text “including the Capital Stock of any Subsidiary” the phrase “, but excluding the issuance by PSI or a Subsidiary of shares of its respective Capital Stock”.

          “Equity Issuance Deferred Amount” is hereby amended by inserting after the text “arising from an Equity Issuance to finance a proposed Permitted Acquisition” the phrase “or in connection with a joint venture Investment permitted by Section 8.02(o)”.

          “Permitted Acquisitions” is hereby amended by (A) deleting clause (a) thereof in its entirety and replacing such text with the following:

“(a) the Ardent Acquisition, the ABS Acquisition and the Horizon Acquisition and”

(B) deleting clause (b)(vi) thereof in its entirety and replacing such text with the following:

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

“(vi) with respect to any Permitted Acquisition, (A) upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 (Financial Covenants) as of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (Financial Statements) and (B) with respect to any such Acquisition in which the Total Consideration exceeds $25,000,000, the Borrower shall have delivered to the Administrative Agents on or prior to the date of such proposed Acquisition or such later time as the Administrative Agent may permit a Pro Forma Compliance Certificate, demonstrating compliance with the foregoing subclause (A);”

and (C) deleting clause (b)(x) thereof in its entirety.

          “Pro Forma Basis” is hereby amended by inserting at the end of such definition the following new sentence:

“Calculations made pursuant to the definition of “Pro Forma Basis” may include adjustments, in the reasonable determination of PSI as set forth in a certificate of a Responsible Officer of PSI, to reflect operating expense reductions reasonably expected to result from any Disposition, Involuntary Disposition or Acquisition to the extent determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act.”

          “Reinvestment Notice” is hereby amended by deleting clause (ii) thereof in its entirety and replacing such text with the following:

(ii) in the case of any such Equity Issuance by PSI, that PSI (directly or indirectly through one of its Subsidiaries) intends and expects to use all or a specified portion of the Net Cash Proceeds of such Equity Issuance to finance all or a portion of a Permitted Acquisition and in the case of an Equity Issuance by any Subsidiary in connection with a joint venture Investment permitted by Section 8.02(o), that any Net Cash Proceeds will be used to acquire assets useful in the business of the Borrower or any of its Subsidiaries.

          “Reinvestment Prepayment Amount” is hereby amended by deleting clause (ii) thereof in its entirety and replacing such text with the following:

(ii) in the case of any Equity Issuance by PSI, to consummate the applicable Permitted Acquisition, and in the case of an Equity Issuance by any Subsidiary, to acquire assets useful in the business of the Borrower or any of its Subsidiaries.

          “Reinvestment Prepayment Date” is hereby amended by deleting clause (ii)(b) thereof in its entirety and replacing such text with the following:

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

(b) the date that is five Business Days after the date on which the Borrower shall have notified the Administrative Agents of the Borrower’s determination (x) not to consummate the applicable Permitted Acquisition, in the case of an Equity Issuance by PSI, or (y) not to acquire replacement assets useful in the Borrower’s or a Subsidiary’s business, in the case of an Equity Issuance by any Subsidiary, as applicable.

          “Subsidiary” is hereby amended by inserting after the text “(unless, such control is held jointly with one or more joint venture partners” the text “, without consideration of or giving effect to provisions designed to break a deadlock”.

          “Swing Line Sublimit” is hereby amended by replacing the text “$5,000,000” in clause (a) thereof with the text “$15,000,000”.

          (iii) The following definitions set forth in Section 1.01 (Defined Terms) of the Credit Agreement are hereby deleted in their entirety and are replaced as follows:

          “Excluded Subsidiaries” means, collectively, (i) PSI Surety, (ii) each HUD Financing Subsidiary, (iii) Health and Human Resource Center, Inc., (iv) Friends Behavioral Health System, L.P., (v) Friends GP, LLC, (vi) HHC Pennsylvania, Inc., (vii) AHG Partnership, (viii) HHMC Partners, Inc., (ix) Rolling Hills Hospital, LLC, (x) Laurelwood Associates Trust and (xi) each Immaterial Subsidiary.

          “Reinvestment Event” means any Equity Issuance (either by PSI in connection with a proposed Permitted Acquisition or by a Subsidiary in connection with a joint venture Investment permitted by Section 8.02(o)), Disposition or Involuntary Disposition in respect of which the Borrower has delivered a Reinvestment Notice.

          “Term Loan Lender” means each Original Term Loan Lender, each Additional Term Loan Lender and each Second Additional Term Loan Lender.

          (iv) The following definition “Consolidated Interest Coverage Ratio” set forth in Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety.

(c) Amendments to Article II (The Commitments and Credit Extensions).

          (i) Clause (b) of Section 2.01 (The Commitments) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “(b) Term Loan Commitments. On the terms and subject to the conditions contained in this Agreement, (i) the Original Term Loan Lenders made loans in an aggregate principal amount of $325,000,000 (each, an “Original Term Loan”) to the Borrower on the Closing Date, of which

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

$125,000,000 has been prepaid and is no longer outstanding, (ii) the Additional Term Loan Lenders made additional loans in an aggregate principal amount of $150,000,000 (each, an “Additional Term Loan”) to the Borrower on the Amendment Effective Date, and (iii) the Second Additional Term Loan Lenders severally agree to make additional loans in an aggregate principal amount of $225,000,000 (each, a “Second Additional Term Loan”) to the Borrower on the Amendment No. 2 Effective Date. On the Amendment No. 2 Effective Date, all Original Term Loans which remain outstanding, all Additional Term Loans which remain outstanding and all Second Additional Term Loans shall be “Term Loans” under this Agreement. Amounts of Term Loans repaid or prepaid may not be reborrowed.”

          (ii) Section 2.02 (Borrowings, Conversions and Continuations of Loans) of the Credit Agreement is hereby amended by (A) amending and restating the text of part (A) of clause (a) thereof in its entirety to read as follows:

          “(A) the date of such proposed Borrowing (which (i) in the case of the Term Loan Borrowing, shall be the Closing Date, (ii) in the case of the Additional Term Loans, shall be the Amendment Effective Date, or (iii) in the case of the Second Additional Term Loans, shall be the Amendment No. 2 Effective Date),”

and (B) inserting the following at the end of the last sentence of clause (a)(ii) thereof:

          “; provided, further, that, in the case of Borrowings in respect of Second Additional Term Loans, the applicable conditions set forth in Section 5.02 (Conditions Precedent to Each Credit Extension) be fulfilled (or duly waived in accordance with Section 11.01 (Amendments, Etc.) on the Amendment No. 2 Effective Date.”

     (iii) Clause (C) of Section 2.08(a)(ii)(Mandatory Prepayments) is amended by deleting subclause (I) in its entirety and replacing it with the following:

          “(I) Equity Issuance by PSI made to finance a Permitted Acquisition or by any Subsidiary in connection with a joint venture Investment permitted by Section 8.02(o),”.

     (iv) Clause (c) of Section 2.06 (Repayment of Loans) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “(c) The Borrower promises to repay the Term Loans at the dates and in the amounts set forth below, provided, however, that such repayments with respect to the Original Term Loans shall be reduced by any optional prepayments of the Original Term Loans made prior to the Amendment Effective Date in accordance with Section 2.07(b) (Optional Prepayments):

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

Date	Amount
June 30, 2007	$	1,187,500
September 30, 2007	$	1,750,000
December 31, 2007	$	1,750,000
March 31, 2008	$	1,750,000
June 30, 2008	$	1,750,000
September 30, 2008	$	1,750,000
December 31, 2008	$	1,750,000
March 31, 2009	$	1,750,000
June 30, 2009	$	1,750,000
September 30, 2009	$	1,750,000
December 31, 2009	$	1,750,000
March 31, 2010	$	1,750,000
June 30, 2010	$	1,750,000
September 30, 2010	$	1,750,000
December 31, 2010	$	1,750,000
March 31, 2011	$	1,750,000
June 30, 2011	$	1,750,000
September 30, 2011	$	1,750,000
December 31, 2011	$	1,750,000
March 31, 2012	$	1,750,000
July 1, 2012	$	659,500,000

provided, however, that (i) the above installment due on June 30, 2007 shall be applied pro rata to the outstanding principal amount of the Original Term Loans and the Additional Term Loans only, and all other installments thereafter shall be applied pro rata to the outstanding principal amount of the Original Term Loans, the Additional Term Loans and the Second Additional Term Loans and (ii) the Borrower shall repay the entire unpaid principal amount of the Term Loans on the Term Loan Maturity Date.”

          (d) Amendments to Article VI (Representations and Warranties). Clause (b) of Section 6.19 (Use of Proceeds) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “(b) The proceeds of the Term Loans are being used by the Borrower solely (i) to finance the Ardent Acquisition and for the payment of related transaction costs, fees and expenses, (ii) to finance the ABS Acquisition

- 8 -

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

and for the payment of related transaction costs, fees and expenses, (iii) to finance the Horizon Acquisition and for the payment of related transaction costs, fees and expenses and (iv) for the payment of transaction costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby on or prior to the Amendment No. 2 Effective Date.”

          (e) Amendments to Article VII (Affirmative Covenants). Section 7.15 (Additional Collateral) of the Credit Agreement is hereby amended by (i) replacing the text “Amendment Effective Date” where used in clause (a) thereof with “Amendment No. 2 Effective Date” and (ii) inserting after the text “(a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary” in clause (b) thereof the text “(unless a Lien on such Capital Stock is prohibited by the terms of such Domestic Subsidiary’s Organization Documents or by Law, but only to the extent that (i) any such prohibition could not be rendered unenforceable or otherwise deemed ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principals of equity) and (ii) in the case of each Domestic Subsidiary other than (x) Health and Human Resource Center, Inc., Friends Behavioral Health System, L.P., Friends GP, LLC and AHG Partnership, after reasonable efforts, consent from the relevant party or parties has not been obtained to permit such Lien and (y) Laurelwood Associates, Inc., and”.

     (f) Amendments to Article VIII (Negative Covenants).

          (i) Section 8.03 (Indebtedness) of the Credit Agreement is hereby amended by (A) amending and restating in their entirety clauses (k) and (l) thereof to read as follows:

          “(k) Permitted Subordinated Indebtedness (on terms and conditions acceptable to the Administrative Agents) issued after the Closing Date (i) to the extent the proceeds thereof are used for a purpose other than directly financing Permitted Acquisitions, (A) in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding and (B) in an aggregate principal amount in excess of $75,000,000 solely to the extent that the Net Cash Proceeds of such Indebtedness are applied to prepay the Loans as provided in Section 2.08 (Mandatory Prepayments) and (ii) to the extent the proceeds thereof are directly used to finance Permitted Acquisitions and PSI is in pro forma compliance with the financial covenants set forth in Section 8.11 (Financial Covenants) immediately prior to and upon giving effect to the issuance of such Permitted Subordinated Indebtedness, in an unlimited amount;

          (l) subject to Section 8.13 (c) (Prepayment of Other Indebtedness; Modification of Debt Agreements), renewals, refinancings and extensions (including by way of repurchase or redemption pursuant to a tender offer or otherwise) of Indebtedness permitted under clauses (b), (c) and (f) (and in the case of such clause (f), with respect to the New Senior Subordinated Notes or any other Indebtedness which refinances the Senior Bridge Facility (including any Exchange Securities) and satisfies the requirements of such clause (f)) on terms and conditions not materially less favorable to the applicable obligors or the Lenders; provided, that the principal amount of such Indebtedness so renewed, refinanced or extended shall not be renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereof at the time of such renewal, refinancing or extension;”,

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

(B) deleting the word “and” at the end of clause (n) thereof, (C) amending and restating in its entirety clause (o) thereof to read as follows:

          “(o) additional Indebtedness of any Subsidiary that is not a Guarantor in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding; and”

and (D) inserting after clause (o) thereof a new clause (p) as follows:

          “(p) Guarantees constituting Investments permitted by Section 8.02(o) (Investments).”

          (ii) Clause (a) of Section 8.04 (Fundamental Changes) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “(a) the Borrower may merge or consolidate with any Subsidiary, provided that (i) the Borrower shall be the continuing or surviving corporation of such merger or consolidation or (ii) if such Subsidiary shall be the continuing or surviving corporation of such merger or consolidation, prior to or simultaneous with such merger or consolidation such Subsidiary shall have executed and delivered such joinder and other agreements as the Administrative Agents shall reasonably request to evidence such Subsidiary’s assumption of such Borrower’s obligations under the Agreement and each other Loan Document to which it is a party,”

          (iii) Section 8.05 (Dispositions) of the Credit Agreement is hereby amended by (A) amending and restating in its entirety clause (c) thereof to read as follows:

          “(c) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, except in connection with an Investment in a joint venture permitted by Section 8.02(o);”

and (B) amending and restating in its entirety clause (f) thereof to read as follows:

          “(f) the consideration paid in connection therewith shall be cash or Cash Equivalents received contemporaneous with the consummation of such Disposition and shall be in an amount not less than the fair market value of the Property disposed of; provided, that in the case of a Disposition made in connection with an Investment in a joint venture permitted by Section 8.02(o), such consideration shall not be required to be in cash or Cash Equivalents; and”

          (iv) Clause (a) of Section 8.11 (Financial Covenants) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “(a) Maximum Consolidated Total Leverage Ratio. At any time, permit the Consolidated Total Leverage Ratio as of the last day of any four consecutive fiscal quarter period, taken together as one accounting period, of PSI and its Subsidiaries to be greater than 5.50 to 1.00.”

          (v) Clause (b) (Minimum Consolidated Interest Coverage Ratio) of

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

Section 8.11 (Financial Covenants) of the Credit Agreement is hereby deleted in its entirety.

          (vi) Section 8.13 (Prepayment of Other Indebtedness; Modification of Debt Agreements) of the Credit Agreement is hereby amended by (A) amending and restating in its entirety clause (c) thereof to read as follows:

          “(c) Make any optional principal prepayment with respect to Indebtedness arising under the Senior Bridge Credit Facility or any Exchange Securities prior to the scheduled maturity thereof; provided, however, that the foregoing shall not restrict a refinancing or repayment (including by a repurchase or redemption pursuant to a tender offer or otherwise) thereof directly with the proceeds of (i) any Equity Issuance and (ii) any Indebtedness issued under Section 8.03 (f) or (l) (Indebtedness) which satisfies the requirements of such sections.”

and (B) amending and restating in its entirety subclause (i) of clause (d) thereof to read as follows:

          “(i) the redemption or purchase of the Existing Senior Subordinated Notes pursuant to a cash tender offer approved by and on terms acceptable to the Second Additional Term Loan Arrangers made on or after the Amendment No. 2 Effective Date to purchase all of the Existing Senior Subordinated Notes so long as at the time of any such redemption or purchase no Default or Event of Default has occurred and is continuing or would result therefrom; and”

          (vii) Section 8.16 (Sale and Leaseback Transactions; Operating Leases) of the Credit Agreement is hereby amended by amending and restating in its entirety subclause (i) of clause (b) thereof to read as follows:

          “(i) leases in existence as of the Closing Date (or otherwise permitted pursuant to Section 8.03(c) (Existing Indebtedness)), and any renewal, refunding, extension or refinancing thereof; provided that with respect to Capital Leases and Synthetic Leases (A) the amount of such Capital Lease or Synthetic Lease is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the fees and expenses reasonably incurred in connection with such refinancing (except to the extent permitted pursuant to Section 8.03(c) (Existing Indebtedness)), and (B) none of the instruments and agreements evidencing or governing such Capital Lease or Synthetic Lease shall be amended, modified or supplemented after the Closing Date, including in connection with any refinancing, refunding, renewal or extension, to change any terms of subordination, repayment or rights of enforcement, conversion, put, exchange or other rights, or to make any covenants or events of default materially more restrictive or in any event more restrictive than as set forth herein, from such terms and rights as in effect on the Closing Date (except to the extent permitted pursuant to Section 8.03(c) (Existing Indebtedness)); and”

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          (g) Amendments to Article IX (Events of Default and Remedies). Clause (e) (Cross-Default) of Section 9.01 (Events of Default) of the Credit Agreement is hereby amended by inserting after each reference to “Subsidiary” therein the following text “(other than any Specified Entity)”.

          (h) Insertion of Schedule I-B (Second Additional Term Loan Commitments). A new Schedule I-B (Second Additional Term Loan Commitments) to the Credit Agreement in the form attached hereto as Exhibit A is hereby inserted immediately following the existing Schedule I-A (Additional Commitments) to the Credit Agreement.

          (i) Amendment of Schedule 8.01 (Existing Liens). Schedule 8.03 (Existing Liens) to the Credit Agreement is hereby amended and restated in its entirety to read as attached hereto as Exhibit B.

          (j) Amendment of Schedule 8.03 (Existing Indebtedness). Schedule 8.03 (Existing Indebtedness) to the Credit Agreement is hereby amended and restated in its entirety to read as attached hereto as Exhibit C.

     Section 2. Release of Guarantor and Liens

          Effective as of the date hereof, each of the Lenders party to the Lenders’ Consent (a) hereby consents to the release and hereby directs the Administrative Agents, at their option and on terms and conditions satisfactory to the Administrative Agents, to release Rolling Hills Hospital, LLC (“Rolling Hills”) from its Obligations under the Guaranty (the “Release”) and (b) together with each of the Administrative Agents, hereby directs the Collateral Agent to execute and deliver or file such termination and release statements and do such other things as necessary to release Liens held by the Collateral Agent for the benefit of the Secured Parties against the assets and the Capital Stock of Rolling Hills promptly upon effectiveness of the Release.

     Section 3. Conditions Precedent to the Effectiveness of this Amendment

          This Amendment shall become effective when, and only when, each of the following conditions precedent shall have been satisfied (the “Amendment No. 2 Effective Date”) or duly waived by the Administrative Agents:

          (a) Certain Documents. The Administrative Agents shall have received each of the following, each dated the Amendment No. 2 Effective Date (unless otherwise provided below or agreed by the Administrative Agents), in form and substance satisfactory to the Administrative Agents:

          (i) this Amendment, duly executed by the Borrowers, the Guarantors, the Arrangers and the Administrative Agents;

          (ii) the Lenders’ Consent executed by (x) the number of Lenders which, when combined, constitute the Required Lenders and (y) 100% of the Term Loan Lenders;

          (iii) a copy of the Agreement and Plan of Merger, dated as of December 20, 2006, by and between PSI, Panther Acquisition Sub, Inc. and Horizon (as amended, supplemented and otherwise modified from time to time up to the date hereof,

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

together with all schedules and exhibits thereto, the “Horizon Acquisition Documentation”) certified as being complete and correct by a Responsible Officer of PSI;

          (iv) closing of the Horizon Acquisition on terms and structure consistent with the Horizon Acquisition Documentation without any material waiver or amendment thereto not consented to by the Arrangers;

          (v) a favorable opinion of Waller Landsen Dortch & Davis, counsel to the Loan Parties, addressed to the Administrative Agents, the Collateral Agent, the Lenders and the L/C Issuer and addressing such other matters as any Lender or L/C Issuer through the Administrative Agents may reasonably request;

          (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying as follows:

               (A) that each officer of such Loan Party that was authorized to execute and deliver any Loan Document or any other document required under the Credit Agreement to be executed and delivered by or on behalf of such Loan Party on the Closing Date or thereafter is authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party, other than as may be attached to such certificate of the Secretary or Assistant Secretary which attachment shall certify the names and true signatures of each additional officer of such Loan Party that has been authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party,

               (B) that there have been no changes to the articles or certificate of incorporation (or equivalent Organization Document) of each Loan Party delivered pursuant to the Credit Agreement on the Closing Date or thereafter, other than as may be attached to such certificate of the Secretary or Assistant Secretary which attached articles or certificate of incorporation (or equivalent Organization Document) shall have been certified as of a recent date by the Secretary of State of the State of organization of such Loan Party,

               (C) that there have been no changes to the by-laws (or equivalent Organization Document) of each Loan Party delivered pursuant to the Credit Agreement on the Closing Date or thereafter, other than as may be attached to such certificate of the Secretary or Assistant Secretary, and

               (D) the resolutions of each Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such Loan Party is a party;

          (vii) certificates of the Secretary of State of the State of organization of each Borrower and each of PSI’s Subsidiaries that becomes a Guarantor on the Amendment No. 2 Effective Date attesting to the good standing of each such Loan Party in such State as of a recent date;

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          (viii) Guarantees, joinder agreements, other supplements to Security Agreements and other documents required pursuant to Section 7.12 (Additional Subsidiaries and Guarantees) of the Credit Agreement with respect to Subsidiaries whose capital stock is acquired by or issued to any Loan Party pursuant to the Horizon Acquisition;

          (ix) Mortgages in favor of the Collateral Agent for all of the owned Real Properties of the Loan Parties (including currently owned Real Properties and those acquired pursuant to the Horizon Acquisition), together with (A) all Mortgage Supporting Documents, in each case to the extent required by Section 7.15 (Additional Collateral) of the Credit Agreement (as amended by this Amendment) and (B) a favorable opinion of counsel to the Loan Parties in each jurisdiction for which the Administrative Agents requires a legal opinion in connection with the delivery of Mortgages in respect of Real Properties acquired by PSI in the Horizon Acquisition addressed to the Administrative Agents, the Collateral Agent, the Lenders and the L/C Issuer and addressing such other matters as any Lender or L/C Issuer through any Administrative Agent may reasonably request; provided, that if PSI and its Subsidiaries have used reasonable best efforts to execute and deliver (or cause to be executed and delivered) such documents and opinions to the Administrative Agents on the Amendment No. 2 Effective Date and such documents and opinions are not so executed and delivered, then within 30 days of the Amendment No. 2 Effective Date, or such longer time as the Administrative Agents may allow;

          (x) a certificate of a Responsible Officer of PSI, in form and substance satisfactory to the Arrangers, together with such other evidence reasonably requested by the Lenders, confirming that PSI and its Subsidiaries are Solvent on a consolidated basis after giving effect to the Specified Transactions;

          (xi) a certificate of a Responsible Officer of each Borrower to the effect that (A) the conditions set forth in Section 5.02(b) (Conditions Precedent to Each Credit Extension) of the Credit Agreement have been satisfied, (B) there shall be no action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) or development in any action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) that has had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Horizon Acquisition, the funding of the Credit Extensions to be made on the Amendment No. 2 Effective Date under the Credit Agreement as amended by this Amendment or under any of the other transactions contemplated hereby and (C) the condition set forth in clause (a)(iv) above has been satisfied;

          (xii) a certificate of a Responsible Officer of each Borrower specifying all information necessary for the Administrative Agents and the Lenders to issue wire transfer instructions on behalf of each of the Loan Parties for the subsequent Credit Extensions to be made on the Amendment No. 2 Effective Date under the Credit Agreement as amended by this Amendment, including sources and application of funds, disbursement authorizations, in form reasonably acceptable to the Arrangers; and

          (xiii) such additional documentation as the Lenders party to the Lenders’ Consent or the Arrangers may reasonably require;

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          (b) Corporate and Other Proceedings. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Horizon Acquisition and the other transactions contemplated by this Amendment shall be satisfactory in all respects to the Administrative Agents and each Lender;

          (c) Representations and Warranties. Each of the representations and warranties contained in Article VI (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and correct in all material respects on and as of the date hereof and the Amendment No. 2 Effective Date, in each case as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment and after giving effect to the consents and waivers set forth herein;

          (d) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default (except for those that may have been duly waived) shall have occurred and be continuing, either on the date hereof or on the Amendment No. 2 Effective Date; and

          (e) Fees and Expenses Paid. The Borrowers shall have paid all Obligations due, after giving effect to this Amendment, on or before the later of the date hereof and the Amendment No. 2 Effective Date including, without limitation, the fees set forth in Section 6 (Fees and Expenses) hereof, the fees set forth in that certain fee letter agreement, dated as of January 19, 2007, among PSI, CGMI, MLCC and MLPF&S, and all costs and expenses of the Administrative Agents in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agents with respect thereto and all other Loan Documents) and all other costs, expenses and fees due under any Loan Document.

          (f) Financial Statements of PSI. Not later than 15 days before the Amendment No. 2 Effective Date, the Lenders shall have received (a) audited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of (i) PSI and its Subsidiaries (other than Horizon and its Subsidiaries) and (ii) Horizon and its Subsidiaries, in each case, for the fiscal years 2004, 2005 and 2006, prepared in accordance with generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act and (b) to the extent available, unaudited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of (i) PSI and its Subsidiaries (other than Horizon and its Subsidiaries) and (ii) Horizon and its Subsidiaries, in each case, for each completed fiscal quarter since the date of such audited financial statements and in the case of clauses (a) and (b), which audited and unaudited financial statements (x) shall be in form and scope satisfactory to the Lenders and (y) shall not be materially inconsistent with the financial statements previously provided to the Lenders.

          (g) Pro Forma Financial Statements; Projections.

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Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

          (i) The Lenders shall have received a pro forma consolidated and consolidating balance sheet of PSI and its Subsidiaries as of the Amendment No. 2 Effective Date, after giving effect to the Specified Transactions, together with a certificate of a Responsible Officer of PSI to the effect that such financial statements accurately present the pro forma financial position of PSI and its Subsidiaries on a basis consistent with pro forma financial statements set forth in a registration statement filed with the SEC, and the Lenders shall be satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders.

          (ii) PSI shall have delivered its then most recent projections through the 2013 fiscal year for PSI and each of its Subsidiaries, prepared on a quarterly basis through the end of 2007, which projections shall be satisfactory to the Arrangers.

          (h) Maximum Consolidated Total Leverage Ratio. Each Arranger shall have received reasonably satisfactory evidence to it (including a certificate of a Responsible Officer of PSI accompanied by satisfactory supporting schedules and other data) that the Consolidated Total Leverage Ratio, on a Pro Forma Basis after giving effect to the Specified Transactions, is less than or equal to 5.5 to 1.

          (i) No Conflicts. The consummation of the Specified Transactions shall not (a) violate any applicable law, statute, rule or regulation or (b) conflict with, or result in a default or event of default or an acceleration of any rights or benefits under any material agreement of PSI or any of its Subsidiaries.

          (j) Consents. All requisite governmental authorities and third parties shall have approved or consented to the Specified Transactions to the extent required, all applicable appeal periods shall have expired and there shall be no judicial or regulatory action by a governmental agency, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Specified Transactions.

          (k) Refinancing of Horizon’s Existing Indebtedness. (i) All obligations under the Third Amended and Restated Credit Agreement dated June 10, 2005 among Horizon, Horizon Mental Health Management, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions from time to time party thereto (as amended or otherwise modified from time to time, the “Existing Credit Agreement”) shall have been repaid in full, (ii) the Existing Credit Agreement and all Loan Documents (as defined therein) shall have been terminated on term satisfactory to each Arranger and (iii) each Arranger shall be satisfied that Horizon and its Subsidiaries shall have no other Indebtedness for borrowed money or Liens outstanding on the Amendment No. 2 Effective Date (other than Indebtedness and Liens which are permitted pursuant to the Credit Agreement), in each case, unless otherwise agreed by the Administrative Agents.

     Section 4. Representations and Warranties

          On and as of the date hereof and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, each Borrower hereby represents and warrants to the Administrative Agents and each Lender as follows:

          (a) this Amendment has been duly authorized, executed and delivered by each Borrower and each Guarantor and constitutes a legal, valid and binding obligation of each

- 16 -

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

Borrower and each Guarantor, enforceable against each Borrower and each Guarantor in accordance with its terms, and the Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of each Borrower and each Guarantor, enforceable against each Borrower and each Guarantor in accordance with its terms, in each case, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability;

          (b) each of the representations and warranties contained in Article VI (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and correct in all material respects on and as of the date hereof and the Amendment No. 2 Effective Date, in each case as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein;

          (c) no Default or Event of Default has occurred and is continuing (except for those that are duly waived); and

          (d) there is no action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) or development in any action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) that has had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Horizon Acquisition, the funding of the Credit Extensions to be made on the Amendment No. 2 Effective Date under the Credit Agreement as amended by this Amendment or under any of the other transactions contemplated hereby.

     Section 5. Reaffirmation

          (a) Each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect.

          (b) After giving effect to this Amendment, each Loan Party reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by this Amendment, and shall continue to secure the Secured Obligations, in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by this Amendment.

     Section 6. Fees and Expenses

          Each Borrower and each other Loan Party agrees, jointly and severally, to pay on demand in accordance with the terms of Section 11.4 (Attorney Costs, Expenses and Taxes) of the Credit Agreement all costs and expenses of the Administrative Agents in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees

- 17 -

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

and out-of-pocket expenses of counsel for the Administrative Agents with respect thereto and all other Loan Documents).

     Section 7. Reference to the Effect on the Loan Documents

          (a) As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date.

          (b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, L/C Issuer, Arrangers, Collateral Agent or the Administrative Agents under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

          (d) This Amendment is a Loan Document.

     Section 8. Execution in Counterparts

          This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

     Section 9. Governing Law

          This Amendment shall be governed by and construed in accordance with the law of the State of New York.

     Section 10. Section Titles

          The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and

- 18 -

Amendment No. 2 to Credit Agreement
Psychiatric Solutions, Inc.

the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

     Section 11. Notices

          All communications and notices hereunder shall be given as provided in the Credit Agreement.

     Section 12. Severability

          The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person

     Section 13. Successors

          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

     Section 14. Waiver of Jury Trial

          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Loan Document.

[Signature Pages Follow]

- 19 -

          In Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers, general partners or partners thereunto duly authorized, as of the date first written above.

BORROWERS AND GUARANTORS:

PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation

By: Name:	/s/ Brent Turner Brent Turner
Title:	Executive Vice President, Finance and Administration

BHC HOLDINGS, INC., a Delaware corporation
PREMIER BEHAVIORAL SOLUTIONS, INC., a Delaware corporation
ALTERNATIVE BEHAVIORAL SERVICES, INC., a Virginia corporation
HORIZON HEALTH CORPORATION, a Delaware corporation
ABS LINCS PR, INC., a Virginia corporation
FHCHS OF PUERTO RICO, INC., a Virginia corporation
FIRST CORRECTIONS—PUERTO-RICO, INC., a Virginia corporation
FIRST HOSPITAL PANAMERICANO, INC., a Virginia corporation

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Borrowers

GUARANTORS:

RIVEREDGE HOSPITAL HOLDINGS, INC., a Delaware corporation
RIVEREDGE HOSPITAL, INC., an Illinois corporation
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC., a Utah corporation
BRENTWOOD ACQUISITION, INC., a Tennessee corporation
BRENTWOOD ACQUISITION–SHREVEPORT, INC., a Delaware corporation
COLLABORATIVE CARE LLC, a Tennessee limited liability company
BRYNN MARR HOSPITAL, INC., a North Carolina corporation
FORT LAUDERDALE HOSPITAL, INC., a Florida corporation
GREAT PLAINS HOSPITAL, INC., a Missouri corporation
GULF COAST TREATMENT CENTER, INC., a Florida corporation
H. C. CORPORATION, an Alabama corporation
HAVENWYCK HOSPITAL INC., a Michigan corporation
HSA HILL CREST CORPORATION, an Alabama corporation
HSA OF OKLAHOMA, INC., an Oklahoma corporation
INFOSCRIBER CORPORATION, a Delaware corporation
ALLIANCE HEALTH CENTER, INC., a Mississippi corporation
MICHIGAN PSYCHIATRIC SERVICES, INC., a Michigan corporation
PEAK BEHAVIORAL HEALTH SERVICES, LLC, a Delaware limited liability company
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC., a Delaware corporation
CEDAR SPRINGS HOSPITAL, INC., a Delaware corporation
TEXAS HOSPITAL HOLDINGS, INC., a Delaware corporation
PRIDE INSTITUTE, INC., a Minnesota corporation

SUMMIT OAKS HOSPITAL, INC., a New Jersey corporation

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

PSYCHIATRIC MANAGEMENT RESOURCES, INC., a California corporation
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC, a Delaware limited liability company
CALVARY CENTER, INC., a Delaware corporation
NORTH SPRING BEHAVIORAL HEALTHCARE, INC., a Tennessee corporation
HOLLY HILL HOSPITAL, LLC, a Tennessee limited liability company
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC, a Delaware limited liability company
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC., a Tennessee corporation
RAMSAY MANAGED CARE, LLC, a Delaware limited liability company
BEHAVIORAL EDUCATIONAL SERVICES, INC., a Delaware corporation
RAMSAY YOUTH SERVICES OF GEORGIA, INC., a Delaware corporation
MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC., a Delaware corporation
SUNSTONE BEHAVIORAL HEALTH, LLC, a Tennessee limited liability company
THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC., a Tennessee corporation
TRANSITIONAL CARE VENTURES, INC., a Delaware corporation
COMPASS HOSPITAL, INC., a Delaware corporation
TEXAS HOSPITAL HOLDINGS, LLC, a Texas limited liability company
THERAPEUTIC SCHOOL SERVICES, L.L.C., an Oklahoma limited liability company

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

HICKORY TRAIL HOSPITAL, L.P., a Delaware limited partnership
HIGH PLAINS BEHAVIORAL HEALTH, L.P., a Delaware limited partnership
MILLWOOD HOSPITAL, L.P., a Texas limited partnership
NEURO INSTITUTE OF AUSTIN, L.P., a Texas limited partnership
TEXAS CYPRESS CREEK HOSPITAL, L.P., a Texas limited partnership
TEXAS LAUREL RIDGE HOSPITAL, L.P., a Texas limited partnership
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P., a Texas limited partnership
TEXAS SAN MARCOS TREATMENT CENTER, L.P., a Texas limited partnership
TEXAS WEST OAKS HOSPITAL, L.P., a Texas limited partnership

By:	TEXAS HOSPITAL HOLDINGS, LLC, its general partner
	By: Name:	/s/ Brent Turner Brent Turner
	Title:	Vice President

H. C. PARTNERSHIP, an Alabama general partnership

By:	H. C. CORPORATION HSA HILL CREST CORPORATION, its partners
	By: Name:	/s/ Brent Turner Brent Turner
	Title:	Vice President

BHC OF INDIANA, GENERAL PARTNERSHIP, a Tennessee general partnership

By:	COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARNTERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC, its partners
	By: Name:	/s/ Brent Turner Brent Turner
	Title:	Vice President

BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP, a Delaware general partnership
By:	BHC OF INDIANA, GENERAL PARTNERSHIP, its partner
	By:	COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
		By: Name:	/s/ Brent Turner Brent Turner
		Title:	Vice President

By:	INDIANA PSYCHIATRIC INSTITUTES, LLC, its partner
	By: Name:	/s/ Brent Turner Brent Turner
	Title:	Vice President

CANYON RIDGE HOSPITAL, INC., a California corporation
TUCSON HEALTH SYSTEMS, INC., a Delaware corporation
WELLSTONE HOLDINGS, INC., a Delaware corporation
WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC, an Indiana limited liability company
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC, a Delaware limited liability company

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC., a Delaware corporation
ALLIANCE CROSSINGS, LLC, a Delaware limited liability company
RAMSAY YOUTH SERVICES PUERTO RICO, INC., a Puerto Rico corporation
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C., a South Carolina limited liability company
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C., a South Carolina limited liability company
PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C., a South Carolina limited liability company
CUMBERLAND HOSPITAL, LLC, a Virginia limited liability company
BEHAVIORAL HEALTHCARE LLC, a Delaware limited liability company
BHC ALHAMBRA HOSPITAL, INC., a Tennessee corporation
BHC BELMONT PINES HOSPITAL, INC., a Tennessee corporation
BHC CEDAR VISTA HOSPITAL, INC., a California corporation
COLUMBUS HOSPITAL PARTNERS, LLC, a Tennessee limited liability company
BHC FAIRFAX HOSPITAL, INC., a Tennessee corporation
BHC FORT LAUDERDALE HOSPITAL, INC., a Tennessee corporation
BHC FOX RUN HOSPITAL, INC., a Tennessee corporation
BHC FREMONT HOSPITAL, INC., a Tennessee corporation
BHC HEALTH SERVICES OF NEVADA, INC., a Nevada corporation
BHC HERITAGE OAKS HOSPITAL, INC., a Tennessee corporation
BHC INTERMOUNTAIN HOSPITAL, INC., a Tennessee corporation

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

LEBANON HOSPITAL PARTNERS, LLC, a Tennessee limited liability company
BHC MANAGEMENT SERVICES OF LOUISIANA, LLC, a Delaware limited liability company
BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC, a Delaware limited liability company
BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC, a Delaware limited liability company
BHC MONTEVISTA HOSPITAL, INC., a Nevada corporation
BHC MESILLA VALLEY HOSPITAL, LLC, a Delaware limited liability company
BHC NEWCO 2, LLC, a Delaware limited liability company
BHC NEWCO 3, LLC, a Delaware limited liability company
BHC NEWCO 4, LLC, a Delaware limited liability company
BHC NEWCO 5, LLC, a Delaware limited liability company
BHC NEWCO 6, LLC, a Delaware limited liability company
BHC NEWCO 7, LLC, a Delaware limited liability company
BHC NEWCO 8, LLC, a Delaware limited liability company
BHC NEWCO 9, LLC, a Delaware limited liability company
BHC NEWCO 10, LLC, a Delaware limited liability company
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC, a Delaware limited liability company
NORTHERN INDIANA PARTNERS, LLC, a Tennessee limited liability company
BHC PINNACLE POINTE HOSPITAL, INC., a Tennessee corporation

BHC PROPERTIES, LLC, a Tennessee limited liability company
BHC SIERRA VISTA HOSPITAL, INC., a Tennessee corporation
BHC SPIRIT OF ST. LOUIS HOSPITAL, INC., a Tennessee corporation
BHC STREAMWOOD HOSPITAL, INC., a Tennessee corporation
VALLE VISTA HOSPITAL PARTNERS LLC, a Tennessee limited liability company
BHC WINDSOR HOSPITAL, INC., a Ohio corporation
COLUMBUS HOSPITAL, LLC, a Delaware limited liability company

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

INDIANA PSYCHIATRIC INSTITUTES, LLC a Delaware limited liability company
MESILLA VALLEY HOSPITAL, INC., a New Mexico corporation
MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC., a New Mexico corporation
VALLE VISTA, LLC, a Delaware limited liability company
WILLOW SPRINGS, LLC, a Delaware limited liability company
SOMERSET, INCORPORATED, a California corporation
SP BEHAVIORAL, LLC, a Florida limited liability company
UNIVERSITY BEHAVIORAL, LLC, a Florida limited liability company
LAKELAND BEHAVIORAL, LLC, a Florida limited liability company
ZEUS ENDEAVORS, LLC, a Florida limited liability company
THE NATIONAL DEAF ACADEMY, LLC, a Florida limited liability company
SAMSON PROPERTIES, LLC, a Florida limited liability company
RED ROCK BEHAVIORAL HEALTH LLC, a Delaware limited liability company
DIAMOND GROVE CENTER, LLC, a Delaware limited liability company
ATLANTIC SHORES HOSPITAL, LLC, a Delaware limited liability company
WINDMOOR HEALTHCARE INC., a Florida corporation
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC., a Delaware corporation
RED ROCK SOLUTIONS, LLC, a Delaware limited liability company

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

ABS-FIRST STEP, INC., a Virginia corporation
ABS LINCS, LLC, a Virginia limited liability company
ABS LINCS DC, LLC, a Virginia limited liability company
ABS LINCS KY, LLC, a Virginia limited liability company
ABS LINCS NJ, LLC, a Virginia limited liability company
ABS LINCS PA, INC., a Virginia corporation
ABS LINCS SC, INC. a South Carolina corporation
ABS LINCS TN, INC., a Virginia corporation
ABS LINCS TX, INC., a Kentucky corporation
ABS LINCS VA, INC., a Virginia corporation
ABS LINCS VI, INC., a Virginia corporation
ABS NEW HOPE, MIDLANDS, INC., a South Carolina corporation

CRAWFORD FIRST EDUCATION, INC., a Virginia corporation
FIRST HOSPITAL CORPORATION OF NASHVILLE, a Virginia corporation
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH, a Virginia corporation
THE PINES RESIDENTIAL TREATMENT CENTER, INC., a Virginia corporation
ROLLING HILLS HOSPITAL, LLC, a Tennessee limited liability company
THREE RIVERS HEALTHCARE GROUP, LLC, a South Carolina limited liability company
THREE RIVERS SPE HOLDING, LLC, a South Carolina limited liability company
THREE RIVERS SPE MANAGER, INC., a South Carolina corporation
THREE RIVERS SPE, LLC, a South Carolina limited liability company
THREE RIVERS BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company

By: Name:	/s/ Brent Turner Brent Turner
Title:	Vice President of each of the foregoing Guarantors

CITICORP NORTH AMERICA, INC., as Term Loan Facility Administrative Agent and a Lender
By: Name:	/s/ Allen Fisher Allen Fisher
Title:	Vice President
CITIGROUP GLOBAL MARKETS INC., as Arranger
By:	/s/ Allen Fisher
Name:	Allen Fisher
Title:	Vice President

BANK OF AMERICA, N.A., as Revolving Credit Facility Administrative Agent and a Lender
By: Name:	/s/ Suzanne B. Smith Suzanne B. Smith
Title:	Senior Vice President

MERRILL LYNCH CAPITAL CORPORATION, as a Lender
By: Name:	/s/ Michael E. O’Brien Michael E. O’Brien
Title:	Vice President
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, as Arranger
By: Name:	/s/ Michael E. O’Brien Michael E. O’Brien
Title:	Director

EX-99.1

Exhibit 99.1

Contact:
Brent Turner
Executive Vice President,
Finance and Administration
(615) 312-5700

PSYCHIATRIC SOLUTIONS COMPLETES ACQUISITION OF
HORIZON HEALTH CORPORATION

Completes Cash Tender Offer for 10.625% Senior Subordinated Notes Due 2013

Increases Earnings Guidance

FRANKLIN, Tenn. (June 1, 2007) — Psychiatric Solutions, Inc. (“PSI”) (NASDAQ: PSYS) today announced that it has completed the acquisition of Horizon Health Corporation in a transaction valued at $426 million. The purchase price consisted of cash of $20 per share totaling $321 million and the repayment or assumption of Horizon’s outstanding debt. Horizon produced revenue of $297 million for the 12 month period ended February 28, 2007, primarily through the operation of 15 owned or leased inpatient behavioral health facilities with approximately 1,600 beds in 11 states.

     PSI financed the transaction and the cash tender of the 10.625% Senior Subordinated Notes due 2013 with an additional $225 million of borrowings under the term loan portion of its senior secured credit facilities, as well as the net proceeds of an offering of $250 million principal amount of Senior Subordinated Notes due 2015.

     Based on completing the Horizon transaction, PSI now expects its 2007 earnings per diluted share to be in a range of $1.44 to $1.47 excluding any one-time charges related to the tender of the 10.625% Senior Subordinated Notes. This increase reflects approximately $0.08 to $0.09 of accretion from the Horizon acquisition for the balance of 2007 offset by an approximate $0.05 increase in non-cash stock compensation expense and a higher diluted share count for 2007. PSI continues to expect the Horizon transaction to be accretive to its earnings per diluted share for the next 12 months by an amount in a range of $0.17 to $0.20. This updated guidance does not include the impact from any future acquisitions.

     Joey Jacobs, Chairman, President and Chief Executive Officer of PSI, remarked, “We are very pleased to have completed this transaction, which adds high-quality assets and employees to our operations. Consistent with our long-term record of successfully completing and integrating acquisitions, we see a significant, continuing opportunity to expand the market share and profitability of each of these facilities. We welcome the dedicated and skilled team members throughout Horizon to the PSI family.”

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PSYS Completes Acquisition of Horizon Health Corporation
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June 1, 2007

     In addition to the updated guidance for 2007, PSI also is providing its earnings per share guidance and estimated diluted share count for each of the remaining quarters of 2007 as follows:

	Q2 2007		Q3 2007		Q4 2007		Full Year 2007
Earnings per diluted share	$	0.34-0.35	$	0.37-0.38	$	0.40-0.41	$	1.44-1.47
Diluted shares (in millions)		55.5		55.6		55.9		55.5

     This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of PSI and its management. PSI’s business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) PSI’s ability to successfully integrate the Horizon Health operations; (2) potential competition which alters or impedes PSI’s acquisition strategy by decreasing PSI’s ability to acquire additional inpatient facilities on favorable terms; (3) the ability of PSI to improve the operations of acquired inpatient facilities; (4) the ability to maintain favorable and continuing relationships with physicians who use PSI’s facilities; (5) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI’s acquisition strategy and capital expenditure needs; (6) 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; and (7) PSI’s ability to comply with applicable licensure and accreditation requirements. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in PSI’s filings with the Securities and Exchange Commission. PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof.

     PSI offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 90 owned or leased freestanding psychiatric inpatient facilities with approximately 10,000 beds in 31 states, Puerto Rico and the U.S. Virgin Islands. PSI also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within medical/surgical hospitals owned by others.

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