OWNERSHIP INTEREST PURCHASE AGREEMENT
THIS OWNERSHIP INTEREST PURCHASE AGREEMENT (together with all Exhibits, Schedules and other documents and instruments
incorporated herein by reference, the “Agreement”) is made and entered into as of the 3rd day of October, 2005, by and among Harbinger Private Equity Fund I, L.L.C., Keystone Group Kids, Inc., Michael Lindley (“Lindley”), Marty
Weber, Ameris Healthcare Investments, LLC, Rainer Twiford, Al Smith (“Smith”), Mike White, Rodney Cawood (“Cawood”), Buddy Turner, Jeff Cross, Gail Debiec, Brad Gardner, Brad Williams, Don Wert, Rob Minor, Mike McCulla, Jim
Shaheen, Rod Gaeta (each a “Seller” and collectively, the “Sellers”), and Universal Health Services, Inc., a Delaware corporation (“Buyer”).
W I T N E S S E T H:
WHEREAS, Sellers collectively own one-hundred percent of the issued and outstanding ownership interests (“Ownership Interests”) issued by KEYS
Group Holdings LLC, a Delaware limited liability company (“Keys”), as of the date hereof; and
WHEREAS, Keystone Education and Youth Services, LLC, a Tennessee limited liability company (“Keystone”), and Children’s Comprehensive
Services, Inc., a Tennessee corporation (“Childrens”), are each either a wholly owned limited liability company or corporate subsidiary of Keys; and
WHEREAS, Keystone/CCS Partners LLC, a Delaware limited liability company (“KCP”), is eighty-five percent (85%) owned by Keys and fifteen
percent (15%) owned by Childrens; and
WHEREAS, Keystone,
Childrens and KCP are sometimes referred individually as a “Keys Sub” and sometimes collectively referred to as the “Keys Subs”; and
WHEREAS, the Keys Subs collectively own one-hundred percent of the ownership interests in the entities listed on Exhibit A hereto (collectively,
the “Keys Companies”); and
WHEREAS, the Kids First
Foundation (“Foundation”) is a non-profit tax exempt entity whose purpose is to provide education and residential facility services; and
WHEREAS, collectively, Keys, the Keys Subs and the Keys Companies are sometimes referred to as the “Keys Group.” The Keys Group provides group
home, behavioral health, juvenile detention, educational, and other treatment related services through its wholly owned and operated facilities set forth on Exhibit B hereto (the “Facilities”); and
WHEREAS, Buyer desires to purchase one hundred percent of the Ownership
Interests which will be issued and outstanding immediately prior to the Closing (as defined in Section 3.1 below) and Sellers desire to sell to Buyer the Ownership Interests owned by them and to provide for the sale to Buyer of the
additional Ownership Interests to be held by the Option Holders (as defined in Section 2.6 below) immediately prior to the Closing, all on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1
TERMS
1.1 Accounting Terms. Accounting terms used in this Agreement and not
otherwise defined herein shall have the meanings attributed to them under GAAP. For purposes of this Agreement, “GAAP” shall mean generally accepted accounting principles used in the United States.
1.2 Defined Terms. All capitalized terms used in this Agreement shall
have the meanings ascribed to such terms as set forth throughout this Agreement.
ARTICLE 2