NOTICE TO BONDHOLDERS OF INVITATION TO TENDER

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1 NOTICE TO BONDHOLDERS OF INVITATION TO TENDER NHS Human Services, Inc., a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania, has made an offer to purchase for cash up to $10,000, aggregate principal amount of Series A Bonds (CUSIP numbers 66706RAA6 and 66706RAB4) and Series B Bonds (CUSIP number 66706RBB3), with the maturities set forth in the Offer to Purchase (the Offer, attached hereto as Exhibit A), outstanding under the Loan and Trust Agreement, dated as of December 1, 2002, by and among the Northumberland County Industrial Development Authority, NHS Youth Services, Inc., and TD Bank, N.A. as successor trustee to Commerce Bank/Pennsylvania, National Association, all upon the terms and subject to the conditions set forth in the Offer.

2 EXHIBIT A OFFER TO PURCHASE

3 OFFER TO PURCHASE FOR CASH BY NHS HUMAN SERVICES, INC. of Northumberland County Industrial Development Authority Facility Revenue Bonds (NHS Youth Services, Inc. Project) Up to $10,000,000 Aggregate Principal Amount of Outstanding Series A of 2002 Bonds and Series B of 2002 Bonds at a Purchase Price set forth on the inside cover page (plus accrued interest) This Offer (as defined below) will expire at 5:00 p.m., Eastern time, on May 15, 2012 unless extended or earlier terminated (such time and date, as the same may be extended, the Expiration Time ); however, the Company reserves the right to earlier terminate or extend the Expiration Time of this Offer. Each registered owner of Bonds (as defined below) (each a Holder, and collectively, the Holders ) must tender its Bonds before the Expiration Time to receive the Tender Offer Consideration (as defined below). NHS Human Services, Inc. (the Company ), a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania, hereby offers to purchase for cash up to $10,000, aggregate principal amount of Series A Bonds (CUSIP numbers 66706RAA6 and 66706RAB4) and Series B Bonds (CUSIP number 66706RBB3), with the maturities set forth on the inside cover page (together, the Bonds ), outstanding under the Loan and Trust Agreement, dated as of December 1, 2002, (the Agreement ), by and among the Northumberland County Industrial Development Authority (the Issuer ), NHS Youth Services, Inc. (the Borrower ), and TD Bank, N.A. as successor trustee to Commerce Bank/Pennsylvania, National Association, all upon the terms and subject to the conditions set forth in this Offer to Purchase (this Offer ). The consideration to be paid for the Series A Bonds validly tendered and accepted for purchase is 64.00% of the principal amount thereof, and the consideration to be paid for the Series B Bonds validly tendered and accepted for purchase is 71.00% of the principal amount thereof, in each case plus accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (such amounts being the Tender Offer Consideration ). Subject to the maximum aggregate principal amount limitation set forth above, the Company, in its sole discretion, shall determine the principal amount of each Series to accept for purchase. In determining such amount, the Company may consider, among other things, the purchase of Bonds that will have the greatest reduction of Maximum Annual Debt Service, as defined in the Agreement, of the Borrower. Each Holder who validly tenders its Bonds on or prior to May 7, 2012 at 5:00 p.m. (the Early Tender Deadline ) will be entitled to an early tender payment (the Early Tender Payment ), in addition to the Tender Offer Consideration defined above, of two percent (2%) of the principal amount of Bonds validly tendered by such Holder. Holders validly tendering after the Early Tender Deadline and on or before the Expiration Date, as defined herein, will be eligible to receive only the Tender Offer Consideration. References herein to the tender, purchase and sale of Bonds refer to the tender, purchase, and sale of beneficial interests in such Bonds. Subject to applicable securities laws and the terms set forth in this Offer, the Company reserves the right, before the Expiration Time to (i) terminate this Offer, (ii) extend the Expiration Time, and (iii) otherwise to amend this Offer in any respect. In the event that this Offer is terminated or otherwise not completed, the tendered Bonds will be returned to the Holders and no Tender Offer Consideration or Early Tender Payment will be paid. Notwithstanding any other provision of this Offer, the Company s obligations to accept for payment and to pay the Tender Offer Consideration and the Early Tender Payment for Bonds validly tendered pursuant to this Offer on the settlement date described herein is subject to, and conditioned upon, the satisfaction of, or the Company s waiver of, the Conditions, including the Funding Condition (as defined in TERMS OF THIS OFFER Conditions to this Offer herein). If such Conditions are not met or waived by the Company, the tendered Bonds will be returned to the Holders and no Tender Offer Consideration or Early Tender Payment will be paid. The source of funds available for payment of the aggregate Tender Offer Consideration and Early Tender Payment, if any, will be net proceeds from the sale of a floating rate tax exempt note (the New Note ) and certain funds which are available for purchase of Bonds under the Agreement. The issuance and purchase of the New Note is subject to certain conditions precedent described in SOURCES OF FUNDS herein. The New Note is not being offered pursuant to this Offer. Notwithstanding the satisfaction or waiver of any of the conditions to the purchase of Bonds as described herein, the sale of the New Note and other available moneys may not provide sufficient funds, after the payment of related fees and expenses and other uses of such funds, to pay the Tender Offer Consideration and the Early Tender Payment for all the validly tendered Bonds. None of the Company, the Issuer, the Borrower, the Information and Tender Agent (as defined below) or any of their respective affiliates makes any recommendation as to whether Holders should tender their Bonds pursuant to this Offer. Each Holder must make its own decision with regard to tendering its Bonds pursuant to this Offer. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER OR PASSED UPON THE FAIRNESS OR MERITS OF THIS OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Information and Tender Agent is: GLOBIC ADVISORS April 16, 2012

4 BONDS SUBJECT TO THIS OFFER: NORTHUMBERLAND COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY FACILITY REVENUE BONDS SERIES A OF 2002 AND SERIES B OF 2002 Series 1 Maturity Date Coupon Original Principal Amount Outstanding Principal Amount (As of 4/1/12) CUSIP 2 Purchase Price (% of Par) Early Tender Payment (% of Par) 3 Series A 2/15/ % $8,000,000 $7,040, RAA % 2.00% Series A 2/15/ % $16,950,000 $14,875, RAB % 2.00% Series B 2/15/ % $18,000,000 $18,000, RBB % 2.00% 1) The Northumberland County Industrial Development Authority, Facility Revenue Bonds (NHS Youth Services, Inc.) Series A of 2002 and Series B of 2002 listed above represent all bonds issued by the Borrower. 2) CUSIP is a registered trademark of American Bankers Association. Neither the Company, the Borrower, the Issuer, nor the Information and Tender Agent makes any representation as to, or takes any responsibility for, the accuracy of such CUSIP numbers. CUSIP numbers are provided for convenience of reference only. 3) Each Holder who validly tenders its Bonds on or prior to May 7, 2012 at 5:00 p.m. (the Early Tender Deadline ) will be entitled to an early tender payment, in addition to the Tender Offer Consideration, of two percent (2%) of the principal amount of Bonds validly tendered by such Holder. Holders validly tendering after the Early Tender Deadline and on or before the Expiration Date, as defined herein, will be eligible only to receive the Tender Offer Consideration.

5 IMPORTANT INFORMATION This Offer contains important information which should be read carefully in its entirety before any decision is made with respect to this Offer. The delivery of this Offer shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or materials delivered herewith or in the affairs of the Borrower since the date hereof. This Offer does not constitute an offer to purchase Bonds in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities, blue sky or other laws. None of the Company, the Issuer, the Borrower, the Information and Tender Agent nor any of their respective affiliates makes any recommendation as to whether Holders should tender their Bonds pursuant to this Offer. The Company and the Borrower have not authorized any person to make any recommendation on their behalf as to whether Holders should tender or refrain from tendering their Bonds pursuant to this Offer. The Company and the Borrower have not authorized any person to give any information other than that contained in this Offer. You should not rely on any recommendation, or any such other representation or information, as having been authorized by the Company or the Borrower. You should read this Offer and any documents related thereto thoroughly in order to make an informed decision regarding this Offer, and each Holder must make its own decision with respect to tendering its Bonds pursuant to this Offer. The Company is solely responsible for this Offer and any documents related thereto. The Information and Tender Agent is not responsible in any way for this Offer or the contents of any documents related thereto. THE COMPANY RESERVES THE RIGHT TO TERMINATE THIS OFFER AT ANY TIME ON OR PRIOR TO THE EXPIRATION TIME, AS EXTENDED FROM TIME TO TIME, IN ITS SOLE DISCRETION. NOTICE OF ANY SUCH TERMINATION WILL BE GIVEN TO HOLDERS THROUGH A PUBLIC ANNOUNCEMENT PROMPTLY AFTER THE DATE THEREOF. WITHOUT LIMITING THE MANNER IN WHICH ANY PUBLIC ANNOUNCEMENT MAY BE MADE, THE COMPANY INTENDS TO MAKE ANY SUCH PUBLIC ANNOUNCEMENT BY ISSUING A PRESS RELEASE AND WILL HAVE NO FURTHER OBLIGATION TO PUBLISH, ADVERTISE OR OTHERWISE COMMUNICATE ANY SUCH PUBLIC ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS The Company and the Borrower make forward-looking statements in this Offer and in certain of the publicly available information relating to the Bonds, the Company and the Borrower that are based on current expectations, estimates, beliefs, assumptions and projections. Words such as expects, intends, plans, projects, believes, estimates and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Forward-looking statements speak only as of the date made. Neither the Company nor the Borrower undertakes any obligation to update the forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this Offer or that may be made elsewhere from time to time by, or on behalf of, the Company or the Borrower.

6 NOTICE PURSUANT TO IRS CIRCULAR 230 ANY TAX ADVICE SET FORTH IN THIS DOCUMENT WAS NOT WRITTEN OR INTENDED TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER U.S. TAX LAW. ANY SUCH TAX ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

7 TABLE OF CONTENTS SUMMARY... 1 INTRODUCTION... 7 PURPOSE OF THIS OFFER... 8 SOURCES OF FUNDS... 8 TERMS OF THIS OFFER... 9 General... 9 Extensions, Amendments and Terminations... 9 Acceptance for Payment and Payment for Bonds Procedure for Tendering Bonds Conditions to this Offer Bond Selection Methodology REPRESENTATIONS AND WARRANTIES OF TENDERING HOLDERS AVAILABLE INFORMATION CERTAIN SIGNIFICANT CONSEQUENCES TO NON-TENDERING HOLDERS The financial condition of the Borrower has been weakened by a reduction in reimbursement rates Borrower has failed to comply with occupancy level requirements and Debt Service Coverage Ratio under the Agreement If the Borrower defaults in paying the Bonds, the collateral securing the Bonds will be insufficient to pay the Holders in full Ability to Sell Bonds in the Secondary Market CERTAIN SIGNIFICANT CONSEQUENCES TO TENDERING HOLDERS The market for the Bonds may improve and yield higher prices than available in this Offer; tendered Bonds are being purchased at a discount The Company may have conflicts of interest with tendering Holders Holders who tender Bonds in this Offer waive certain rights, and release and discharge the Company, the Borrower, and their affiliates and their respective officers and employees from certain claims with respect to the Bonds Certain ERISA Considerations IMPORTANT U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS INFORMATION AND TENDER AGENT FEES AND EXPENSES MISCELLANEOUS APPENDIX A: INFORMATION ON THE BORROWER... A-1 APPENDIX B: REAL ESTATE APPRAISAL... B-1 APPENDIX C: SOLICITATION FEE INFORMATION AND REQUEST FORM... C-1 i

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9 TO THE HOLDERS OF NORTHUMBERLAND COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY FACILITY REVENUE BONDS (NHS YOUTH SERVICES, INC. PROJECT) SERIES A OF 2002 AND SERIES B OF 2002 AS SHOWN ON THE INSIDE COVER PAGE This Offer contains important information that should be read carefully before any decision is made with respect to this Offer. SUMMARY The following summary is provided solely for the convenience of Holders of the Bonds (as defined below). This summary is not intended to be complete and is qualified in its entirety by reference to the full text and more specific details contained elsewhere in this Offer and any amendments or supplements hereto or thereto. Holders of the Bonds are urged to read this Offer in its entirety. The Offeror... Loan and Trust Agreement, Trustee, and Trust Estate.. NHS Human Services, Inc., a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania (referred to herein as the Company or as we or us ). The Series A of 2002 Bonds (the Series A Bonds ) and the Series B of 2002 Bonds (the Series B Bonds, and together with the Series A Bonds, the Bonds ) listed on the inside cover page of this Offer were issued under the Loan and Trust Agreement, dated as of December 1, 2002 (the Agreement ), by and among the Northumberland County Industrial Development Authority (the Issuer ), NHS Youth Services, Inc. (the Borrower ), and TD Bank, N.A. as successor trustee to Commerce Bank/Pennsylvania, National Association (the Trustee ). The Bonds are payable solely from and secured solely by the Borrower s gross receipts, the mortgage, and cash and investments held from time to time in funds, other than the rebate fund, comprising the Trust Estate under the Agreement. Payment of the principal of and interest on the Series B Bonds is guaranteed by a financial guaranty insurance policy issued by ACA Financial Guaranty Corporation. The Series A Bonds are not entitled to the benefit of the financial guaranty insurance policy. This Offer... Purpose of this Offer... The Company is offering to purchase up to $10,000, aggregate principal amount of outstanding Series A Bonds and Series B Bonds on the terms and subject to the conditions set forth herein. The Company expressly reserves the right, in its sole discretion, to extend, terminate or amend this Offer prior to the Expiration Time (as defined below). See TERMS OF THIS OFFER Conditions to this Offer herein. The purpose of this Offer is to enable the Company to purchase Bonds at a discount and thereby provide debt service relief to the Borrower. The purchase of Bonds will be funded with the proceeds of a new floating rate tax exempt note (the New Note ) issued by the Company under a separate indenture and funds available for the purchase of Bonds under the Agreement. The New Note is not secured by or payable from the Trust Estate. Due to the economic decline and budget cuts by payers, the Borrower has experienced a 1

10 significant decline in occupancy at its facility. The Borrower has not been and is not in compliance with its occupancy and debt service coverage covenants. Upon a successful completion of this Offer as described herein and the resulting reduction of Borrower debt service, the Borrower still will not be in compliance with its occupancy and debt service coverage covenants. There can be no assurance of the Borrower s ability to pay debt service on the Bonds in the future. See Appendix A INFORMATION ON THE BORROWER Management Discussion and Analysis herein. Expiration Time... The Expiration Time is 5:00 p.m., Eastern time on May 15, 2012, unless extended or earlier terminated by the Company. The Company retains the right to earlier terminate or extend the Expiration Time of this Offer. If the Expiration Time is extended, the Acceptance Date and the Settlement Date will likewise be extended (see below). Notice of any extension shall be in the form of a press release. We are not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company ( DTC ) on or prior to the Expiration Time. If a broker, dealer, custodian bank, depository, trust company or other nominee holds your Bonds, it is likely they have an earlier deadline, for administrative reasons, for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, custodian bank, depository, trust company or other nominee to find out its deadline. Acceptance Date... Settlement Date... Tender Offer Consideration... The Acceptance Date will be on or before May 18, 2012, unless the Expiration Time is extended by the Company. On the Acceptance Date, DTC and the Information and Tender Agent will be notified of the acceptance, if any, by the Company of any validly tendered Bonds, and any tendered Bonds not accepted by the Company will be returned to the applicable Holders. See TERMS OF THIS OFFER Bond Selection Methodology herein. The Settlement Date in respect of any validly tendered Bonds that are accepted for payment will be a date on or about May 24, 2012, unless the Expiration Time is extended by the Company (the Settlement Date ). Subject to the provisions for selecting Bonds if the proceeds from the New Note and other funds are insufficient to purchase all validly tendered Bonds, on the Settlement Date, (i) the Company will deposit cash with DTC in the amount necessary to pay the Tender Offer Consideration and Early Tender Payment to each tendering Holder whose Bonds are accepted for purchase, and (ii) DTC will pay the Tender Offer Consideration and Early Tender Payment to each tendering Holder whose Bonds are accepted for purchase. If this Offer is not completed, no such payments will be made. The Tender Offer Consideration for the Series A Bonds validly tendered and accepted for purchase is 64.00% of the principal amount thereof, and the Tender Offer Consideration for the Series B Bonds validly tendered and accepted for purchase is 71.00% of the principal amount thereof, in each case plus accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date. 2

11 Early Tender Payment... Each Holder who validly tenders its Bonds on or prior to May 7, 2012 at 5:00 p.m. (the Early Tender Deadline ) will be entitled to an early tender payment, in addition to the Tender Offer Consideration, of two percent (2%) of the principal amount of Bonds validly tendered by such Holder (the Early Tender Payment ). Holders validly tendering after the Early Tender Deadline and on or before the Expiration Date will be eligible only to receive the Tender Offer Consideration. Minimum Denominations of Tenders... How to Tender Bonds... No Withdrawal Rights... Source of Funds... Waiver, Release, and Discharge... Tenders of Bonds are required to be made in the minimum denomination or integral multiples thereof. The minimum authorized denomination for the Bonds is $5,000 and any integral multiples thereof. Tenders of Bonds submitted in any other amount will be rounded down to the next integral multiple. All or none tenders may be accepted by the Company; however, the Company reserves the right to purchase less than all of such Bonds if there are insufficient funds available to purchase all tendered Bonds, as further described herein. See TERMS OF THIS OFFER Procedure for Tendering Bonds herein. For further information, you may call the Information and Tender Agent at its telephone number set forth on the last page of this Offer or consult your broker, dealer, custodian bank, depository, trust company or other nominee for assistance. Tenders of Bonds may not be withdrawn. The source of funds available for payment of the Tender Offer Consideration and the Early Tender Payment, if any, will be net proceeds from the sale of the New Note and certain funds which are available for purchase of Bonds under the Agreement. The issuance and purchase of the New Note is subject to certain conditions precedent described in SOURCES OF FUNDS herein. The New Note is not being offered pursuant to this Offer. Upon payment for the Bonds pursuant to the terms of this Offer, each Holder and beneficial owner that tenders Bonds that are purchased (i) waives any and all other rights with respect to such Holder s and beneficial owner s Bonds (including, without limitation, any existing or past defaults and their consequences in respect of such Bonds and the Agreement governing the Bonds) and (ii) releases and discharges the Company, Borrower, Issuer, Trustee, and their respective affiliates and all of their respective present or future directors, officers, managers, employees, attorneys and consultants from any and all claims the Holder or beneficial owner may have now, or may have in the future, arising out of, or relating to, such Holder s or beneficial owner s Bonds; including, without limitation, any claims that the Holder or beneficial owner is entitled to receive additional principal or interest payments with respect to such Bonds or to any of the benefits under the Agreement governing the Bonds (but excluding any claims arising now or in the future under federal securities law to the extent that such claims may not by law be waived). 3

12 Certain Consequences to Tendering and Non-Tendering Holders... Certain Conditions Precedent to this Offer... Bond Selection Methodology.. Each Holder should consider, prior to making any decision to tender or not tender any of its Bonds, certain consequences that may occur as a result of such decision. In particular, (i) The financial condition of the Borrower has been weakened by a reduction in reimbursement rates, (ii) Borrower has failed to comply with occupancy level requirements and Debt Service Coverage Ratio under the Agreement, (iii) If the Borrower defaults in paying the Bonds, the collateral securing the Bonds will be insufficient to pay the Holders in full, (iv) The market for the Bonds may improve and yield higher prices than available in this Offer; tendered Bonds are being purchased at a discount, (v) The Company may have conflicts of interest with tendering Holders, (vi) Holders who tender Bonds in this Offer waive certain rights, and release and discharge the Company, the Borrower, and their affiliates and their respective officers and employees from certain claims with respect to the Bonds. See CERTAIN SIGNIFICANT CONSEQUENCES TO NON-TENDERING HOLDERS and CERTAIN SIGNIFICANT CONSEQUENCES TO TENDERING HOLDERS herein. The Company s obligation to accept for payment, and to pay for, the Bonds validly tendered pursuant to this Offer is conditioned upon the satisfaction of the Conditions, including the Funding Condition, all as described in TERMS OF THIS OFFER Conditions to this Offer herein. Notwithstanding the satisfaction or waiver of any of the Conditions to the purchase of Bonds described herein, the sale of the New Note, together with funds available under the Agreement, may not provide sufficient funds, after the payment of related fees and expenses and other uses of such proceeds, to pay the Tender Offer Consideration and Early Tender Payment for all tendered Bonds. In determining the amount of Series A Bonds to accept for purchase and the amount of Series B Bonds to accept for purchase, the Company may consider, among other things, the purchase of Bonds that will have the greatest reduction of Maximum Annual Debt Service, as defined in the Agreement, of the Borrower. The Company may also consider the amount of funds held under the Agreement that can be released as a result of the tendered Bonds accepted. See TERMS OF THIS OFFER Bond Selection Methodology herein. The Company intends to purchase tendered Series A Bonds and tendered Series B Bonds in the order (as to date and time and within each Series) in which such tendered Bonds, are delivered for tender to DTC. In the event a tender of Series A Bonds and Series B Bonds exceeds the remaining balance of funds available to purchase such tendered Bonds, the Company intends to purchase a portion of such tendered Bonds in an amount equal to the balance of funds available to purchase such tendered Bonds. In the event multiple tenders of Series A Bonds or Series B Bonds are delivered to DTC for tender simultaneously (as to date and time and within each Series) and the Company has insufficient funds available to purchase all such tendered Series A Bonds or Series B Bonds, the Company intends to purchase a portion of such tendered Bonds, within a Series, on a pro rata basis (based upon the principal amount tendered). In all cases, if the allocation to purchase such tendered Bonds would result in the purchase of Bonds in a denomination that 4

13 is not an authorized denomination, the Company will, in its sole and absolute discretion, determine which tendered Bonds to accept for purchase such that all purchases of such Bonds will be effected in authorized denominations. All or none tenders may be accepted by the Company; however, the Company reserves the right to purchase less than all of such Bonds if there are insufficient funds available to purchase all tendered Bonds. Without limiting the generality of the foregoing, the Company may accept for purchase some, but not all, of the Bonds tendered by any Holder. Certain ERISA Considerations... Important United States Federal Income Tax Considerations... Brokerage Commissions... Solicitation Fee... Delivery and surrender of any Bonds shall not be effective from any Holder that is, or is acting on behalf of, (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), which is subject to Title I of ERISA, (ii) a plan as described in Section 4975 of the Internal Revenue Code of 1986, as amended (the Code ), which is subject to Section 4975 of the Code (iii) a government plan as described in Section 3(32) of ERISA and, if no election has been made under Section 410(d) of the Code, a church plan as described in Section 3(33) of the ERISA or (iv) an entity deemed to hold plan assets of any of the foregoing by reason of investment in such entity by an employee benefit plan or other plan, unless the tender of such Bonds by (a) a plan that is subject to Title I of ERISA and/or Section 4975 of the Code is afforded exemptive relief from the restrictions of Section 406 of ERISA and Section 4975 of the Code pursuant to (1) PTCE 90-1, regarding investments by insurance company pooled separate accounts, (2) PTCE 91-38, regarding investments by bank collective investment funds, (3) PTCE 84-14, regarding transactions effected by qualified professional asset managers, (4) PTCE 96-23, regarding transactions effected by inhouse managers, (5) PTCE 95-60, regarding investments by insurance company general accounts, or (6) another applicable exemption or (b) a plan that is not subject to Title I of ERISA and/or Section 4975 of the Code will not give rise to a nonexempt violation of any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code. For a summary of certain United States federal income tax consequences of this Offer, see IMPORTANT U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS herein, including the information therein under the heading Notice Pursuant to IRS Circular 230. If Bonds are held through a broker, dealer, custodian bank, depository, trust company or other nominee, the related beneficial owner should ask such broker, dealer, custodian bank, depository, trust company or other nominee whether it will charge a fee to tender such Bonds. The Information and Tender Agent, on behalf of the Company, will pay to any commercial bank or trust company having an office, branch, or agency in the United States of America, and any firm which is a member of the Financial Industry Regulatory Authority or a registered national securities exchange (collectively, an Eligible Institution ) a Solicitation Fee equal to $5.00 per $1, of the par value of Bonds that are validly tendered and 5

14 accepted for purchase pursuant to this Offer. The Solicitation Fee is compensation to Eligible Institutions for explaining this Offer to their customers, and time and expense of processing customer tenders. All questions as to the validity, form and eligibility, including time of receipt, of Solicitation Fee payment requests will be determined by the Information and Tender Agent, in its sole discretion, which determination shall be final, conclusive, and binding. Neither the Company, Borrower, Trustee, Information and Tender Agent, nor any of their respective affiliates is under any duty or obligation to give notification of any defects or irregularities in any Solicitation Fee payment request. All Eligible Institutions must complete the Solicitation Fee payment request form and submit it to the Information and Tender Agent in accordance with the instructions. See APPENDIX C: SOLICITATION FEE INFORMATION AND REQUEST FORM herein. Information and Tender Agent... Further Information... Certain Defined Terms... Globic Advisors is the Information and Tender Agent for this Offer. Questions may be directed to the Information and Tender Agent, and additional copies of this Offer may be obtained by contacting the Information and Tender Agent at its telephone number and address set forth on the last page of this Offer. Certain capitalized terms used in this Offer that relate to the terms and provisions of the Bonds and the Agreement and that are not defined herein are used with the same meanings set forth in the Agreement.. 6

15 INTRODUCTION The Company. The Company is a non-profit corporation, determined by the Internal Revenue Service to meet the requirements of Section 501(c)(3) of the Code, providing behavioral health through its operating subsidiaries (mental health and drug and alcohol), intellectual and developmental disability (IDD), and juvenile justice services in Pennsylvania, New Jersey, Virginia, Delaware, New York, Maryland and Louisiana. The Company and its subsidiaries provide a group of services to individuals with varying degrees of mental health, IDD, and drug and alcohol abuse problems. The mental health services range from low intensity, such as outpatient case management, to very intense services such as maximum care community rehabilitation residences. The IDD services also include a wide range of services such as community living arrangement group homes, home based residential programs, intermediate care facilities for IDD, supported living facilities and targeted case management and vocational programs. The continuum of programs is also able to provide services to individuals with dual diagnosis (IDD and mental illness). The drug and alcohol programs include traditional and intensive outpatient programs, methadone maintenance and school based programs. The Bonds are not an obligation of the Company, and the Company is not responsible for the payment of principal or interest on the Bonds. The Borrower. The Borrower is a non-profit corporation, determined by the Internal Revenue Service to meet the requirements of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), providing juvenile justice services in Pennsylvania. The Borrower is a subsidiary of the Company, the sole member of the Borrower. The Borrower is a special purpose corporation with its only purpose being to own and operate the Northwestern Academy (the Academy ). The Academy is located in central Pennsylvania in Coal Township, Northumberland County on a 168-acre campus. Through the operations of the Academy s 296 bed facility, the Borrower provides a wide array of juvenile justice services to both male and female youths adjudicated to its care from the juvenile court system and for those not yet adjudicated in the county children and youth systems. The Borrower provides a variety of services ranging from low security to intensive secure programs, specialized services for youth with autism diagnosis, adjudicated for a sex offense, and gender specific care for girls. A licensed school is also on site to provide education to the youth receiving services at the Academy. Outstanding Bonds. The Series A of 2002 Bonds (the Series A Bonds ) and the Series B of 2002 Bonds (the Series B Bonds, and together with the Series A Bonds, the Bonds ) listed on the inside cover page of this Offer were issued under the Loan and Trust Agreement, dated as of December 1, 2002, (the Agreement ), by and among the Northumberland County Industrial Development Authority (the Issuer ), NHS Youth Services, Inc. (the Borrower ), and TD Bank, N.A. as successor trustee to Commerce Bank/Pennsylvania, National Association (the Trustee ). The Series A Bonds and Series B Bonds represent all bonds issued by the Borrower. The Bonds are payable solely from and secured solely by the Borrower s gross receipts, the mortgage, and cash and investments held from time to time in funds, other than the rebate fund, comprising the Trust Estate under the Agreement. Payment of the principal of and interest on the Series B Bonds is guaranteed by a financial guaranty insurance policy issued by ACA Financial Guaranty Corporation. The Series A Bonds are not entitled to the benefit of the financial guaranty insurance policy. Offer. The Company is offering to purchase up to $10,000, aggregate principal amount of outstanding Series A Bonds and Series B Bonds on the terms and subject to the conditions set forth herein. The Company expressly reserves the right, in its sole discretion, to extend, terminate or amend this Offer prior to the Expiration Time. The terms of this Offer, including the conditions thereto, are more particularly described herein under TERMS OF THIS OFFER Conditions to this Offer herein. Information and Tender Agent. Globic Advisors ( Globic ) is the information and tender agent ( Information and Tender Agent ) for this Offer. For its services as Information and Tender Agent, Globic will receive customary fees due to an Information and Tender Agent for similar tender offers. 7

16 NEITHER THE CREDIT NOR THE TAXING POWER OF THE COUNTY OF NORTHUMBERLAND OR OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL SUBDIVISION THEREOF HAVE BEEN PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF, THE INTEREST, OR PREMIUM, IF ANY, ON THE BONDS; NOR SHALL THE BONDS BE DEEMED AN OBLIGATION OF THE COUNTY OF NORTHUMBERLAND OR OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL SUBDIVISION THEROF; NOR SHALL THE COUNTY OF NORTHUMBERLAND OR THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF BE LIABLE FOR THE PAYMENT OF SUCH PRINCIPAL, INTEREST OR PREMIUM ON THE BONDS. NO ASSETS OF THE COMPANY HAVE BEEN PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF, THE INTEREST, OR PREMIUM, IF ANY, ON THE BONDS; NOR SHALL THE BONDS BE DEEMED AN OBLIGATION OF THE COMPANY; NOR SHALL THE COMPANY BE LIABLE FOR THE PAYMENT OF SUCH PRINCIPAL, INTEREST OR PREMIUM ON THE BONDS. THE ISSUER HAS NOT PARTICIPATED IN THE PREPARATION OF THIS OFFER AND NEITHER HAS NOR ASSUMED ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS OFFER. PURPOSE OF THIS OFFER The purpose of this Offer is to enable the Company to purchase Bonds at a discount and thereby provide debt service relief to the Borrower. The purchase of Bonds will be funded with the proceeds of the New Note issued under a separate indenture and funds available for the purchase of Bonds under the Agreement. The New Note is not being offered pursuant to this Offer. Notwithstanding the satisfaction or waiver of any of the conditions to the purchase of Bonds as described herein, the sale of the New Note and other available moneys may not provide sufficient funds, after the payment of related fees and expenses and other uses of such funds, to pay the Tender Offer Consideration or the Early Tender Payment for all the validly tendered Bonds. Due to the economic decline and budget cuts by payers, the Borrower has experienced a significant decline in occupancy and revenue at its facility. The Borrower has not been and is not in compliance with its occupancy and debt service coverage covenants. Upon a successful completion of this Offer as described herein and the resulting reduction of Borrower debt service, the Borrower will not be in compliance with its occupancy and debt service coverage covenants. There can be no assurance of the Borrower s ability to pay debt service on the Bonds in the future. See Appendix A INFORMATION ON THE BORROWER Management Discussion and Analysis herein. SOURCES OF FUNDS The source of funds available for payment of the Tender Offer Consideration and Early Tender Payment will be net proceeds from the sale of the New Note and certain funds which are available for purchase of Bonds under the Agreement. The issuance and purchase of the New Note is subject to certain conditions precedent. 8

17 TERMS OF THIS OFFER General Upon the terms and subject to the Conditions set forth in this Offer and any supplements or amendments hereto, the Company hereby offers to purchase for cash up to $10,000, aggregate principal amount of outstanding Series A Bonds and Series B Bonds for the Tender Offer Consideration, payable on the Settlement Date. Holders may also receive an early tender payment, in addition to the Tender Offer Consideration, of two percent (2%) of the principal amount of Bonds validly tendered by such Holder on or prior to the Early Tender Deadline (the Early Tender Payment ). Holders validly tendering after the Early Tender Deadline and on or before the Expiration Date, will be eligible only to receive the Tender Offer Consideration. Subject to the maximum aggregate principal amount limitation set forth above, the Company, in its sole discretion, shall determine the principal amount of each Series to accept for purchase. In determining such amount, the Company may consider, among other things, the purchase of Bonds that will have the greatest reduction of Maximum Annual Debt Service, as defined in the Agreement, of the Borrower. Holders that validly tender their Bonds before the Expiration Time that are accepted by the Company on the Acceptance Date will, subject to the terms and conditions of this Offer, receive the Tender Offer Consideration. Tenders not received by the Information and Tender Agent at or prior to the Expiration Time may be disregarded and deemed not validly tendered for this Offer; however, the Company reserves the right to accept such tenders in its sole discretion. The Company retains the right to terminate at any time or extend the Expiration Time of this Offer or to amend this Offer. The Company further expressly reserves the right to accept a lower price than the Tender Offer Consideration for any Bond. Tenders of Bonds may not be withdrawn. Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the Holders of purchased Bonds or otherwise. Following the earlier of the Acceptance Date or the date on which this Offer is terminated, any validly tendered Bonds not accepted for payment will be returned to the tendering Holders. If the proceeds from the New Note and other available funds are insufficient to purchase all validly tendered Bonds on the Settlement Date, Bonds not purchased will be returned to the tendering Holders. Bonds not purchased pursuant to this Offer will continue to be governed by the terms of the Agreement and related transaction documents, including with respect to security, maturity, the payment of interest, redemption and the payment of principal. Extensions, Amendments and Terminations The Company s obligation to accept for payment and to pay for Bonds validly tendered pursuant to this Offer is conditioned upon satisfaction of, or the Company s waiver of, the Conditions, as set forth in TERMS OF THIS OFFER Conditions to this Offer herein. Subject to applicable securities laws and the terms set forth in this Offer, the Company reserves the right, before the Expiration Time, to (i) terminate this Offer, (ii) extend this Offer, or (iii) otherwise to amend this Offer in any respect. The Company s determination to either continue or terminate this Offer following its review of the percentage of Bonds that have been tendered pursuant to this Offer by 5:00 p.m., Eastern time, on May 15, 2012 will be followed as promptly as practicable by public announcement thereof, the announcement to be issued no later than on the next business day. Any extension, amendment or other termination of this Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of this Offer to be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Time. Without limiting 9

18 the manner in which any public announcement may be made, the Company intends to make any such public announcement by issuing a press release and notice through the Municipal Securities Rulemaking Board ( EMMA ), and will have no further obligation to publish, advertise or otherwise communicate any such public announcement. Acceptance for Payment and Payment for Bonds Upon the terms and subject to the Conditions of this Offer (including, if this Offer is extended or amended, the terms and conditions of any such extension or amendment) and subject to the procedure for selection of Bonds to be purchased if the proceeds from the New Note and other funds are insufficient to purchase all validly tendered Bonds, the Company will purchase and, on the Settlement Date, will pay for, all Bonds validly tendered and accepted for payment pursuant to this Offer. For purposes of this Offer, tendered Bonds will be deemed to have been accepted for payment, if, as and when the Company gives oral or written notice thereof to the Information and Tender Agent. Such payment will be made by the deposit of the Tender Offer Consideration and the Early Tender Payment, if any, for all tendered Bonds accepted for payment in immediately available funds by the Company on the Settlement Date with The Depository Trust Company ( DTC ), which will act as agent for tendering Holders for the purpose of receiving payment from the Company and transmitting such payment to tendering Holders. Under no circumstances will additional interest on the Tender Offer Consideration or the Early Tender Payment, if any, be paid by the Company by reason of any delay in the transmission of funds to Holders by DTC. The Company expressly reserves the right, in its sole discretion, to delay acceptance for payment of or payment for Bonds in order to comply, in whole or in part, with any applicable law or any other condition. See TERMS OF THIS OFFER Conditions to this Offer herein. In all cases, payment by DTC to Holders or beneficial owners of the Tender Offer Consideration and the Early Tender Payment, if any, for Bonds purchased pursuant to this Offer will be made only after receipt by the Information and Tender Agent of (i) timely confirmation of a book-entry transfer of such Bonds into the Information and Tender Agent s account at DTC pursuant to the procedures set forth in TERMS OF THIS OFFER Procedure for Tendering Bonds herein and (ii) a properly transmitted Agent s Message (as defined below) through the Automated Tender Offer Program ( ATOP ). The Bonds purchased pursuant to this Offer will be cancelled. Tendering Holders will not be obligated to pay transfer taxes on the purchase of Bonds pursuant to this Offer. If Bonds are held through a broker, dealer, custodian bank, depository, trust company or other nominee, the related beneficial owner should contact such broker, dealer, custodian bank, depository, trust company or other nominee to determine whether a fee will be charged by such broker or bank to tender such Bonds. Procedure for Tendering Bonds All tenders of Bonds are required to be made in minimum denominations of $5, or integral multiples thereof. Tenders of Bonds submitted in any other amount will be rounded down to the next integral multiple of the minimum denomination applicable to the Series of Bonds being tendered. All or none tenders may be accepted by the Company; however, the Company reserves the right to purchase less than all of such Bonds (on a pro rata basis) if there are insufficient funds available to purchase all tendered Bonds. The delivery of Bonds through DTC and any acceptance of an Agent s Message transmitted through ATOP is at the risk of the person tendering Bonds and transmitting an Agent s Message, and delivery will be deemed made only when actually received by the Information and Tender Agent. We are not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC and prior to the Expiration Time. Tenders not received by the Information and Tender Agent at or prior to the Expiration Time may be disregarded and deemed not validly tendered pursuant to this Offer. Valid Tender. The tender by a Holder pursuant to the procedures set forth below will constitute a binding agreement between such Holder and the Company in accordance with the terms and subject to the conditions set forth herein. 10

19 Only Holders are authorized to tender Bonds. The procedures by which beneficial owners may instruct their related Holders to tender the applicable Bonds will depend upon the manner in which the Bonds are held. Holders that tender any of their Bonds before the Expiration Time and whose tendered Bonds are accepted for payment by the Company pursuant to the terms of this Offer will receive the Tender Offer Consideration, subject to the terms and conditions set forth in this Offer. Notwithstanding any other provision hereof, payment of the Tender Offer Consideration and Early Tender Payments, if any, for Bonds tendered and accepted for payment pursuant to this Offer will, in all cases, be made only after timely receipt (i.e., before the Expiration Time) by the Information and Tender Agent of a Book-Entry Confirmation (as defined below) of the transfer of such Bonds into the Information and Tender Agent s account at DTC as described below and a properly transmitted Agent s Message. Following the earlier of the Acceptance Date or the date on which this Offer is terminated, any validly tendered Bonds not accepted for payment will be returned to the tendering Holders. No later than the Settlement Date, any validly tendered Bonds that could not be purchased on the Settlement Date because there were inadequate proceeds from the New Note and other sources to do so will be returned to the tendering Holders. Tender of Bonds Held Through a Custodian. To effectively tender Bonds that are held of record by a broker, dealer, custodian bank, depository, trust company or other nominee, the beneficial owner thereof must instruct such person to tender the Bonds on the beneficial owner s behalf. Any beneficial owner of Bonds held of record by DTC or its nominee, through authority granted by DTC, may direct the DTC participant through which such beneficial owner s Bonds are held in DTC to tender, on such beneficial owner s behalf, the Bonds beneficially owned by such beneficial owner. Tender of Bonds Held Through DTC. To effectively tender Bonds, DTC participants should electronically transmit their acceptance through ATOP (and thereby tender the Bonds), for which the transaction will be eligible, followed by a properly transmitted Agent s Message delivered to the Information and Tender Agent. Upon receipt of such Holder s acceptance through ATOP, DTC will edit and verify the acceptance and send an Agent s Message to the Information and Tender Agent for its acceptance. Delivery of tendered Bonds must be made to the Information and Tender Agent pursuant to the book-entry delivery procedures set forth below. In order to validly tender Bonds before the Expiration Time pursuant to ATOP, a DTC participant must also properly transmit an Agent s Message. Pursuant to authority granted by DTC, any DTC participant which has Bonds credited to its DTC account at any time (and thereby held of record by DTC s nominee) may directly instruct the Information and Tender Agent to tender Bonds before 5:00 p.m., Eastern time, on the Expiration Time as though it were the registered Holder thereof by transmitting an Agent s Message. Book-Entry Delivery Procedures. The Information and Tender Agent will establish an account with respect to the Bonds at DTC for purposes of this Offer, within two business days after the date of this Offer, and any financial institution that is a participant in DTC may make book-entry delivery of the Bonds by causing DTC to transfer such Bonds into such account in accordance with DTC s procedures for such transfer. However, although delivery of Bonds may be effected through book-entry transfer into the Information and Tender Agent s account at DTC, an Agent s Message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the Information and Tender Agent at its address set forth on the last page of this Offer on or before the Expiration Time. Delivery of documents to DTC does not constitute delivery to the Information and Tender Agent. The confirmation of a book-entry transfer into the Information and Tender Agent s account at DTC as described above is referred to herein as a Book-Entry Confirmation. The term Agent s Message means a message transmitted by DTC to, and received by, the Information and Tender Agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Bonds and that such participant has received this Offer and agrees to be bound by the terms of this Offer and the Company may enforce such agreements against such participant. The Company is offering to purchase for cash up to $10,000, aggregate principal amount of outstanding Series A Bonds and Series B Bonds for the Tender Offer Consideration. However, the sale of the New 11

20 Note, together with funds available under the Agreement, may not be sufficient, after the payment of related fees and expenses and other uses of such proceeds, to pay the Tender Offer Consideration for all tendered Bonds. In the event that the tender of Series A Bonds or Series B Bonds exceeds the balance of funds available to purchase such tendered Bonds, the Company intends to follow the Bond Selection Methodology set forth below in its selection of tendered Bonds to be purchased. Therefore, each DTC Participant must submit an individual voluntary offering instruction for each beneficial owner of the Bonds wishing to participate in the Offer. Backup Withholding. To prevent backup U.S. federal income tax withholding, each tendering Holder of Bonds generally must provide such Holder s correct taxpayer identification number and certify that such Holder is not subject to backup U.S. federal income tax withholding. For a discussion of the U.S. federal income tax considerations, see IMPORTANT U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS herein. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered Bonds pursuant to any of the procedures described above will be determined by the Company in its sole discretion, which determination shall be final, conclusive and binding. The Company reserves the absolute right to reject any or all tenders of any Bonds determined by it not to be in proper form, or if the acceptance for payment of, or payment for, such Bonds may, based on the advice of the Company s counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any of the Conditions of this Offer or any defect or irregularity in any tender with respect to Bonds of any particular Holder, whether or not similar defects or irregularities are waived in the case of other Holders. The Company s interpretation of the terms and conditions of this Offer will be final, conclusive and binding. None of the Company, the Borrower, the Information and Tender Agent, nor any of their respective affiliates or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Conditions to this Offer The Company s obligation to accept for payment, and to pay for, Bonds validly tendered pursuant to this Offer is conditioned upon: 1. the issuance of the New Note in a principal amount sufficient, after deducting all fees and expenses associated with issuance of the New Note together with funds available under the Agreement and other funds available to the Company, to fund the purchase of all tendered Bonds and to pay the fees and expenses of this Offer, on terms and conditions acceptable to the Company (the Funding Condition ); and 2. the satisfaction of certain other conditions described below. Notwithstanding any other provision of this Offer and in addition to the Funding Condition, and not in limitation of the Company s rights to extend, amend or terminate this Offer in its sole and absolute discretion, the Company shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Bonds, and may terminate this Offer, if at any time prior to the Settlement Date, any of the following has occurred (or are determined by the Company to have occurred): (a) there has been instituted or threatened or is pending any action or proceeding (or there shall have been any material adverse development to any action or proceeding currently instituted, threatened or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with this Offer that, in the judgment of the Company, would or might challenge, prohibit, prevent, restrict, delay or otherwise affect the consummation of the transactions contemplated by this Offer or otherwise relates in any manner to this Offer or such transactions; (b) there shall have occurred any development which would, in the reasonable judgment of the Company, has or is reasonably likely to have materially adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company or the Borrower; 12

21 (c) an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction has been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the judgment of the Company, would or might challenge, prohibit, prevent, restrict, delay or otherwise affect the consummation of the transactions contemplated by this Offer or otherwise relates in any manner to this Offer or such transactions; (d) there has occurred or is likely to occur any event affecting the business or financial affairs of the Company or the Borrower that, in the reasonable judgment of the Company, would or might challenge, prohibit, prevent, restrict, delay or otherwise affect the consummation of this Offer or otherwise relates in any manner to this Offer or the transactions contemplated by this Offer; (e) any person shall have objected in any respect to or taken any action that could, in the reasonable judgment of the Company, adversely affect the consummation of the transactions contemplated by this Offer or has taken any action that challenges the validity or effectiveness of the procedures used by the Company in the making of this Offer or the acceptance for payment of, or payment for, the Bonds as described herein; (f) any approval, permit, favorable review or consent of any third party required to be obtained in connection with this Offer shall not have been obtained on terms satisfactory to the Company in its sole and absolute discretion; or (g) there has occurred, in the reasonable judgment of the Company, (1) any general suspension of, or limitation on prices for, trading in securities in the United States or other major securities or financial markets, (2) any significant change in the price of the Bonds since the commencement of this Offer, (3) a material impairment in the trading market for debt securities, (4) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States or other major financial markets, (5) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, might affect the extension of credit by banks or other lending institutions, (6) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (7) any change in the general political, market, economic or financial condition in the United States or internationally that in the judgment of the Company is likely to materially and adversely affect it or trading in the Bonds or its ability to issue the New Note or (8) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof. As used herein, the phrase the transactions contemplated by this Offer or any similar expression includes the issuance of the New Note. If any of the above events occur (or are determined by the Company to have occurred), the Company may, in its sole and absolute discretion: terminate this Offer and return all validly tendered Bonds to the Holders; extend this Offer and retain all validly tendered Bonds until the extended Offer expires; amend the terms of this Offer; or waive any unsatisfied Condition and complete this Offer. The foregoing Conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances giving rise to any such Condition (including any action or inaction by the Company) and may be waived by the Company, in whole or in part, at any time and from time to time prior to the Settlement Date, in the sole discretion of the Company. Any determination by the Company concerning the events described above will be final, conclusive and binding on all parties. Notwithstanding any other provision of this Offer, the 13

22 Company s obligations to accept for payment and to pay the Tender Offer Consideration for, any Bonds validly tendered pursuant to this Offer is subject to, and conditioned upon, the satisfaction of or the Company s waiver of, all of the Conditions. The failure by the Company at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right and the waiver of these rights with respect to particular facts and other circumstances will not be deemed a waiver of these rights with respect to other facts and circumstances and each right will be deemed an ongoing right which may be asserted at any time and from time to time. Bond Selection Methodology Notwithstanding the satisfaction or waiver of any of the Conditions to the purchase of Bonds described herein, the sale of the New Note, together with funds available under the Agreement, may not provide sufficient funds, after the payment of related fees and expenses and other uses of such proceeds, to pay the Tender Offer Consideration for all tendered Bonds. In determining the amount of Series A Bonds to accept for purchase and the amount of Series B Bonds to accept for purchase, the Company may consider, among other things, the purchase of Bonds that will have the greatest reduction of Maximum Annual Debt Service, as defined in the Agreement, of the Borrower. The Company may also consider the amount of funds held under the Agreement that can be released as a result of the tendered Bonds accepted. The Company intends to purchase tendered Series A Bonds and tendered Series B Bonds in the order (as to date and time and within each Series) in which such tendered Bonds, are delivered for tender to DTC. In the event a tender of Series A Bonds and Series B Bonds exceeds the remaining balance of funds available to purchase such tendered Bonds, the Company intends to purchase a portion of such tendered Bonds in an amount equal to the balance of funds available to purchase such tendered Bonds. In the event multiple tenders of Series A Bonds or Series B Bonds are delivered to DTC for tender simultaneously (as to date and time and within each Series) and the Company has insufficient funds available to purchase all such tendered Series A Bonds or Series B Bonds, the Company intends to purchase a portion of such tendered Bonds, within a Series, on a pro rata basis (based upon the principal amount tendered). In all cases, if the allocation to purchase such tendered Bonds would result in the purchase of Bonds in a denomination that is not an authorized denomination, the Company will, in its sole and absolute discretion, determine which tendered Bonds to accept for purchase such that all purchases of such Bonds will be effected in authorized denominations. All or none tenders may be accepted by the Company; however, the Company reserves the right to purchase less than all of such Bonds if there are insufficient funds available to purchase all tendered Bonds. Without limiting the generality of the foregoing, the Company may accept for purchase some, but not all, of the Bonds tendered by any Holder. REPRESENTATIONS AND WARRANTIES OF TENDERING HOLDERS By tendering your Bonds to the Company, you represent and warrant to the Company as follows: (a) that you received a copy of this Offer and agree to be bound by all the terms and conditions of this Offer; (b) that you have full power and authority to tender, sell, assign and transfer the Bonds that you tendered (that is that only Holders may validly tender their Bonds pursuant to this Offer); (c) that if and when such Bonds are accepted for purchase and payment is made by the Company, the Company will acquire good title thereto from you, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right; (d) that you have assigned and transferred such Bonds to DTC and have irrevocably constituted and appointed DTC as your true and lawful agent and attorney-in-fact to cause such Bonds to be tendered in this Offer, that power of attorney being irrevocable and coupled with an interest, it being understood that you have no right to withdraw any Bonds once you have tendered; (e) that you have a net long position in the Bonds being tendered within the meanings of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; 14

23 (f) that you are not, nor are you acting on behalf of (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), which is subject to Title I of ERISA, (ii) a plan as described in Section 4975 of the Internal Revenue Code of 1986, as amended (the Code ), which is subject to Section 4975 of the Code (iii) a government plan as described in Section 3(32) of ERISA, and if no election has been made under Section 410(d) of the Code, a church plan as described in Section 3(33) of the ERISA or (iv) an entity deemed to hold plan assets of any of the foregoing by reason of investment in such entity by an employee benefit plan or other plan, unless (A) for a plan that is subject to Title I of ERISA and/or Section 4975 of the Code the tender of such Bond is afforded exemptive relief from the restrictions of Section 406 of ERISA and Section 4975 of the Code pursuant to (1) PTCE 90-1, regarding investments by insurance company pooled separate accounts, (2) PTCE 91-38, regarding investments by bank collective investment funds, (3) PTCE 84-14, regarding transactions effected by qualified professional asset managers, (4) PTCE 96-23, regarding transactions effected by in-house managers, (5) PTCE 95-60, regarding investments by insurance company general accounts, or (6) another applicable exemption or (B) for a plan that is not subject to Title I of ERISA and/or Section 4975 of the Code, will not give rise to a nonexempt violation of any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code; and (g) that your tender and the Company s right to purchase your tendered Bonds will survive your death or incapacity and each of your obligations hereunder upon such tender shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and other legal representatives. Those representations and warranties made by you shall be made as of the date that you tender your Bonds, as of the Acceptance Date, and if your Bonds are selected for purchase pursuant to the terms of this Offer, as of the Settlement Date. AVAILABLE INFORMATION Certain information relating to the Bonds, the Company and the Borrower may be obtained by contacting the Information and Tender Agent at the contact information set forth on the last page of this Offer. Such information is limited to (i) this Offer to Purchase, (ii) all information available through the Municipal Securities Rulemaking Board s Electronic Municipal Market Access ( EMMA ) website ( and (iii) information available through the Information and Tender Agent s website ( CERTAIN SIGNIFICANT CONSEQUENCES TO NON-TENDERING HOLDERS Bonds not tendered and purchased pursuant to this Offer may remain outstanding for a significant period of time. This Offer is not intended to provide a comprehensive description of the terms of the Bonds set forth in the Agreement. A Holder or beneficial owner may request a copy of the Agreement for a complete description of the terms of the Bonds. In deciding whether to participate in this Offer, each Holder should consider carefully, in addition to other information contained in this Offer, the following: The financial condition of the Borrower has been weakened by a reduction in reimbursement rates The Borrower s financial decline commenced in July 2008, when the rate of governmental reimbursement, and consequently revenues to the Borrower, were reduced for the services offered by the Borrower. As the nation s economy worsened in late 2008 and 2009, there was a sharp decline in referrals to all youth residential programs, including without limitation, the Borrower s program, because of government s unwillingness or inability to adequately fund such programs. Such referral declines have resulted in a significant reduction of revenues to the Borrower. 15

24 Borrower has failed to comply with occupancy level requirements and Debt Service Coverage Ratio under the Agreement The Borrower failed to maintain the occupancy levels required by the Agreement since December 31, Additionally, the Borrower has failed to comply with the Debt Service Coverage Ratio, as defined in the Agreement, since June 30, Even after a successful tender of the Bonds, the Borrower will not be able to attain the occupancy levels and Debt Service Coverage Ratio requirements of the Agreement for the foreseeable future. Moreover, even after a successful tender of the Bonds, the Borrower s continued non-compliance with covenants required under the Agreement may lead to default, including non-payment of principal and interest due under the Bonds. If the Borrower defaults in paying the Bonds, the collateral securing the Bonds will be insufficient to pay the Holders in full If a payment default on the Bonds were to occur and a subsequent liquidation of the Trust Estate under the Agreement were to follow, the Borrower s real estate and improvements are located in a remote rural area and a successful sale of the assets cannot be determined. Furthermore, the decline in real estate prices over time may continue to reduce the Borrower s liquidation value. Additionally, the assets of the Borrower that Holders of the Bonds may receive in liquidation following a default may be less than the Tender Offer Consideration. Ability to Sell Bonds in the Secondary Market The Bonds are not rated by credit rating agencies and the secondary market liquidity for the Bonds cannot be determined. There has been historically little trading activity of the Bonds. Holders may find it difficult to find buyers for the Bonds in the future. CERTAIN SIGNIFICANT CONSEQUENCES TO TENDERING HOLDERS In deciding whether to participate in this Offer, each Holder should consider carefully, in addition to other information contained in this Offer, the following: The market for the Bonds may improve and yield higher prices than available in this Offer; tendered Bonds are being purchased at a discount If the market for the Bonds were to improve from its current condition, Holders of the Bonds might be able to sell their Bonds at a higher price than they will obtain pursuant to this Offer. It is possible that future actions by federal, state or local legislative or regulatory bodies could result in greater liquidity and/or higher prices for the Bonds. The Company is unable to predict whether any future actions of any legislative or regulatory body will result in greater liquidity and/or higher prices for the Bonds. The price for the Bonds validly tendered and accepted for payment in this Offer will be as set forth on the cover page hereof, plus accrued and unpaid interest from the last applicable distribution date to, but not including, the Settlement Date. As a result, the price paid in this Offer to any Holder for any of its Bonds that are validly tendered and accepted for payment may be less than the price such Holder originally paid for its Bonds. Additionally, by tendering its Bonds in this Offer, a Holder may recover less of its invested principal amount than if such Holder were to hold such tendered Bonds to their respective final maturity or redemption. The Company may have conflicts of interest with tendering Holders As described herein, the purpose of this Offer is to enable the Company to purchase Bonds at a discount with the proceeds of the New Note. 16

25 Holders who tender Bonds in this Offer waive certain rights, and release and discharge the Company, the Borrower, and their affiliates and their respective officers and employees from certain claims with respect to the Bonds Upon payment for the Bonds pursuant to the terms of this Offer, each Holder and beneficial owner who tenders Bonds that are accepted in this Offer (i) waives any and all other rights with respect to all of such Holder s and beneficial owner s Bonds (including, without limitation, any existing or past defaults and their consequences in respect of such Bonds and the Agreement), and (ii) releases and discharges the Company, the Borrower and their affiliates and all of their respective present or future directors, officers, employees, attorneys and consultants from any and all claims the Holder and beneficial owner may have now, or may have in the future arising out of, or related to, all of such Holder s or beneficial owner s Bonds. Certain ERISA Considerations Delivery and surrender of any Bond shall not be effective from any Holder that is, or is acting on behalf of (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), which is subject to Title I of ERISA, (ii) a plan as described in Section 4975 of the Internal Revenue Code of 1986, as amended (the Code ), which is subject to Section 4975 of the Code, (iii) a government plan as described in Section 3(32) of ERISA and, if no election has been made under Section 410(d) of the Code, a church plan as described in Section 3(33) of ERISA or (iv) an entity deemed to hold plan assets of any of the foregoing by reason of investment in such entity by an employee benefit plan or other plan, unless the tender of such Bond by (a) a plan that is subject to Title I of ERISA and/or Section 4975 of the Code is afforded exemptive relief from the restrictions of Section 406 of ERISA and Section 4975 of the Code pursuant to (1) PTCE 90-1, regarding investments by insurance company pooled separate accounts, (2) PTCE 91-38, regarding investments by bank collective investment funds, (3) PTCE 84-14, regarding transactions effected by qualified professional asset managers, (4) PTCE 96-23, regarding transactions effected by in-house managers, (5) PTCE 95-60, regarding investments by insurance company general accounts, or (6) another applicable exemption or (b) a plan that is not subject to Title I of ERISA and/or Section 4975 of the Code will not give rise to a nonexempt violation of state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code. IMPORTANT U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS The following information with respect to the tax consequences of the sale pursuant to this Offer of the Bonds may be helpful to Holders, but each Holder should consult his or her own tax advisor as to the tax consequences of the sale of the Bonds pursuant to this Offer, including the application of State, local and foreign laws to that sale. From time to time there are legislative and administrative changes or judicial decisions that significantly modify such consequences for federal income tax purposes and no assurance can be given that such changes or decisions will not be forthcoming and that such changes or decisions may not be retroactive so as to be applicable to the sale of Bonds pursuant to this Offer. A Holder who purchased Bonds at the original issuance thereof and for the original issue price (an Original Purchaser ) will have a taxable gain or loss equal to the amount of the difference between (i) the amount received by the Original Purchaser from the cash sale of Bonds pursuant to this Offer, exclusive of any amount received as accrued interest, if any, and (ii) the Original Purchaser's basis of the Bonds for federal income tax purposes at the time of their sale pursuant to this Offer. Such Original Purchaser's basis of the Bonds for federal income tax purposes is generally equal to the purchase price of the Bonds at original issuance plus the amount of original issue discount, or minus the amount of amortizable bond premium, if any that has accrued for federal income tax purposes prior to the purchase pursuant to this Offer. The gain or loss resulting from the preceding formula should be recognized by the Original Purchaser as a capital gain or loss if the Bonds are a capital asset in the hands of the Original Purchaser. Such capital gain or loss generally will be long-term capital gain or loss if the Original Purchaser has held the Bonds for more than one year prior to selling them. A Holder who is other than an Original Purchaser (a Subsequent Purchaser ) will have income or loss for federal income tax purposes equal to the amount of the difference between (i) the amount received by the Subsequent Purchaser from the sale of Bonds pursuant to this Offer, exclusive of any amount received as accrued interest, if any, and (ii) the Subsequent Purchaser's basis of the Bonds for federal income tax purposes at the time of sale thereof pursuant to this 17

26 Offer. Such Subsequent Purchaser's basis of the Bonds for federal income tax purposes is generally equal to the amount paid by the Subsequent Purchaser to acquire the Bonds (i) plus the amount of original issue discount (adjusted, if necessary, to reflect the Subsequent Purchaser's purchase price), if any, that has accrued for federal income tax purposes while the Subsequent Purchaser held the Bonds, or (ii) minus the amount of premium paid by the Subsequent Purchaser that has amortized for federal income tax purposes. Any gain recognized by Subsequent Purchasers who sell their Bonds pursuant to this Offer, except as stated in the next paragraph, will be treated as ordinary income to the extent of the accrued market discount at the time of such sale. In most cases, Bonds will have market discount if and to the extent that, immediately after the acquisition, of the Bonds by the Subsequent Purchaser thereof, the revised issue price of the Bonds exceeds the basis for federal income tax purposes of the Bonds in the hands of the Subsequent Purchaser, subject to certain de minimis rules. The revised issue price of the Bonds will generally be the original issue price plus the amount of original issue discount, if any, that has accrued with respect to those Bonds prior to the Subsequent Purchaser's acquisition of the Bonds, reduced by the amount of prior principal payments, if any, included as ordinary income by prior Holders. Market discount generally accrues ratably from the time the Subsequent Purchaser acquires the Bonds until the maturity date of the Bonds. A Subsequent Purchaser, however, may elect to have market discount accrue on the basis of a constant interest rate and, if that election is made, it is irrevocable with respect to the Bonds for which it is made. As an alternative to the rules stated in the preceding paragraph, an election may be made to include market discount in gross income as it accrues. If such election has been made, the amount of market discount included in income of the Holder prior to the date of sale pursuant to this Offer would be added to the basis of the Bonds for federal income tax purposes, and a sale pursuant to this Offer would not cause part of any gain to be treated as ordinary income. Other than accrued market discount treated as ordinary income, the gain or loss recognized by a Subsequent Purchaser with respect to the Bonds will be a capital gain or loss if the Bonds are a capital asset in the hands of the Subsequent Purchaser. Such capital gain or loss generally will be long-term capital gain or loss if the Subsequent Purchaser has held the Bonds for more than one year prior to selling them. Unless a Holder at the time of submission of its Bonds for purchase pursuant to this Offer (i) provides a taxpayer identification number, certifies that the Holder is not subject to backup withholding and otherwise complies with the applicable requirements of the backup withholding rules of the Internal Revenue Service or (ii) is a corporation or comes within certain other exempt categories, withholding will be made from the sale price of the Bonds at the rate of 28%. TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT (1) ANY DISCUSSION OF FEDERAL INCOME TAX ISSUES CONTAINED OR REFERRED TO HEREIN WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER THE INTERNAL REVENUE CODE, (2) SUCH DISCUSSION WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND (3) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM YOUR OWN INDEPENDENT TAX ADVISOR. INFORMATION AND TENDER AGENT In connection with this Offer, the Company has retained Globic to act on its behalf as Information and Tender Agent. The Information and Tender Agent does not assume any responsibility for the accuracy or completeness of the information concerning the Company and the Borrower contained in this Offer or for any failure by the Company or the Borrower to disclose events that may have occurred and may affect the significance or accuracy of such information. All correspondence in connection with this Offer should be sent or delivered by each Holder or a beneficial owner s broker, dealer, custodian bank, depository, trust company or other nominee to the Information and Tender Agent at the address or to the facsimile number set forth on the last page of this Offer. Any Holder or beneficial owner that has questions concerning tender procedures should contact the Information and Tender Agent at its address and telephone number set forth on the last page of this Offer. 18

27 FEES AND EXPENSES The Company has agreed to pay the Information and Tender Agent reasonable compensation for its services in connection with this Offer, plus reimbursement for out-of-pocket expenses. The Information and Tender Agent, on behalf of the Company, will pay to any commercial bank or trust company having an office, branch, or agency in the United States of America, and any firm which is a member of the Financial Industry Regulatory Authority or a registered national securities exchange (collectively, an Eligible Institution ) a Solicitation Fee equal to $5.00 per $1, of the par value of Bonds that are validly tendered and accepted for purchase pursuant to this Offer. The Solicitation Fee is compensation to Eligible Institutions for explaining this Offer to their customers, and time and expense of processing customer tenders. All questions as to the validity, form and eligibility, including time of receipt, of Solicitation Fee payment requests will be determined by the Information and Tender Agent, in its sole discretion, which determination shall be final, conclusive, and binding. Neither the Company, Borrower, Trustee, Information and Tender Agent, nor any of their respective affiliates is under any duty or obligation to give notification of any defects or irregularities in any Solicitation Fee payment request. All Eligible Institutions must complete the Solicitation Fee payment request form and submit it to the Information and Tender Agent in accordance with the instructions. See APPENDIX C: SOLICITATION FEE INFORMATION AND REQUEST FORM herein. No fees or commissions have been or will be paid by the Company to any broker, dealer or other person acting in such capacity in connection with this Offer. Holders of Bonds holding through brokers, dealers, custodian banks, depositories, trust companies or other nominees are urged to consult their brokers, dealers, custodian banks, depositories, trust companies or other nominees to determine whether transaction costs are applicable. We will, however, upon request, reimburse brokers, dealers, custodian banks, depositories, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding this Offer and related materials to the Holders of Bonds held by them as a nominee or in a fiduciary capacity. No broker, dealer, custodian bank, depository, trust company or other nominee has been authorized to act as the agent of the Company, the Borrower or the Information and Tender Agent for purposes of this Offer. MISCELLANEOUS The Company is not aware of any jurisdiction in which the making of this Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction in which the making of this Offer would not be in compliance with applicable law, the Company will make a good faith effort to comply with any such law. If, after such good faith effort, the Company cannot comply with any such law, this Offer will not be made to (nor will tenders of Bonds be accepted from or on behalf of) the Holders or beneficial owners of Bonds residing in any such jurisdiction. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offer and, if given or made, such information or representation may not be relied upon as having been authorized by the Company. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFER OR TO WHICH THE COMPANY OR THE BORROWER HAS EXPRESSLY REFERRED YOU. THE COMPANY AND THE BORROWER HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON THEIR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR BONDS IN THIS OFFER. THE COMPANY AND THE BORROWER HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER. ANY RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MADE BY ANYONE ELSE MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE BORROWER OR THE INFORMATION AND TENDER AGENT. Any required documents should be sent or delivered to the Information and Tender Agent at its address set forth below. 19

28 Any requests for additional copies of this Offer may be directed to the Information and Tender Agent at its telephone numbers and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning this offer. The Information and Tender Agent for this Offer is: Globic Advisors By Mail, Overnight Courier or Hand: Globic Advisors Attn: Robert Stevens One Liberty Plaza, 23rd Floor New York, NY By Facsimile Transmission: (Eligible Institutions Only) (212) Banks and Brokers Call: (212) All Others Call Toll Free: (800) Website: 20

29 APPENDIX A: INFORMATION ON THE BORROWER NHS Youth Services, Inc. (the Borrower ) HISTORY AND BACKGROUND The Borrower is a non-stock non-profit corporation, determined by the Internal Revenue Service to meet the requirements of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), providing juvenile justice services in Pennsylvania. The Borrower is a subsidiary of the Company, the sole member of the Borrower. The Borrower is a special purpose corporation with its only purpose being to own and operate the Northwestern Academy (the Academy ). The Academy is located in central Pennsylvania in Coal Township, Northumberland County on a 168-acre campus. Through the operations of the Academy s 296 bed facility, the Borrower provides a wide array of juvenile justice services to both male and female youths adjudicated to its care from the juvenile court system and for those not yet adjudicated in the county children and youth systems. The Borrower provides a variety of services ranging from low security, open residential to intensive secure programs, and includes specialized services for youth with an autism diagnosis, those adjudicated for a sex offense, and gender specific care for girls. The Academy also includes a licensed school to provide education and vocational services to the youth in its care. The Borrower s primary market is adjudicated youth with mental health treatment requirements, when such issues contribute to behavior that causes such youths involvement in the juvenile court system. The Borrower s program offerings focus on the diagnosis and treatment of these issues. The Borrower s rehabilitation program is built upon the principles of the Balanced and Restorative Justice model, which strives to achieve a balance among competency development, accountability, and community protection. Staff members at the Academy are committed to helping students develop appropriate coping, social and living skills to function within society. The continuum of care includes educational and therapeutic groups to assist students with such issues as anger management, selfesteem, and stabilizing peer relationships. Reimbursement Funds that reimburse the contracting counties for the services provided include both federal and state entitlement programs. Title IV-E of the Social Security Act provides a federal legal entitlement to reimbursement for child welfare (juvenile justice) services to eligible children under the age of 18. The federal (non-state) share of this funding is approximately 53% of the cost of providing these services. State funding for these services in Pennsylvania, which constitutes a majority of the remaining funding, is governed by Act 148 (Laws of 1976). Also supporting the state funding revenue is Pennsylvania Act 30 (Laws of l990), which requires the Governor and the General Assembly to appropriate the funds necessary to meet the service needs of children determined to be dependent or delinquent by county-based Juvenile Courts, in accordance with annual plans developed by county Children and Youth Agencies. Prior to July 1, 2008, the Borrower negotiated reimbursement rates for these services directly with each county with which it contracts. However, beginning in fiscal year 2009, the Commonwealth became involved in establishing a state-wide rate for each provider that was based on costs. If any county agrees to a rate above this approved rate, then the county is responsible for paying the difference without participation of state dollars. In effect, this new rate setting procedure eliminated the ability of providers to establish market rates for its services. The new procedure for establishing reimbursement has resulted in lower rates for services and reduced revenue for the Borrower. NHS Human Services, Inc. (the Company ) The Company is a non-profit corporation, determined by the Internal Revenue Service to meet the requirements of Section 501(c)(3) of the Code, providing behavioral health (mental health and drug and alcohol), intellectual and developmental disability (IDD), and juvenile justice services in Pennsylvania, New Jersey, Virginia, Delaware, New York, Maryland and Louisiana. A-1

30 The Company and its subsidiaries provide a group of services to individuals with varying degrees of mental health, IDD, and drug and alcohol abuse problems. The mental health services range from low intensity, such as outpatient case management, to very intense services such as maximum care community rehabilitation residences. The IDD services also include a wide range of services such as community living arrangement group homes, home based residential programs, intermediate care facilities for IDD, supported living facilities and targeted case management and vocational programs. The continuum of programs is also able to provide services to individuals with dual diagnosis (IDD and mental illness). The drug and alcohol programs include traditional and intensive outpatient programs, methadone maintenance and school based programs. The Series of 2002 Bonds are not an obligation of the Company and the Company is not responsible for the payment of principal or interest on the Bonds. Management and Governance GOVERNANCE The following comprise both the management and board of governance of the Borrower: The Honorable M. Joseph Rocks, President In addition to holding the President title of the Borrower, Mr. Rocks was appointed Chairman and Chief Executive Officer of the Company in June Senator Rocks previously served two terms in each of the State House of Representatives and the Pennsylvania Senate. He was a sponsor and floor leader of Pennsylvania laws both creating and governing the Health Care Cost Containment Council, Early Childhood Intervention, the Poison Control Centers, Community-Right-To-Know Act, Unemployment Compensation Reform, and funding formula for Approved Private Schools serving all of Pennsylvania's special need communities. He served on the Governor's Commission on Crime and Delinquency, the Board of the Pennsylvania Higher Education Assistance Agency (PHEAA) and the Board on the Pennsylvania School Employees Retirement System (PSERS). Prior to being named the Company's CEO, he was president of InterLink Strategies, Inc., a business consulting firm specializing in behavioral healthcare. Senator Rocks is a graduate of the University of Iowa and the Defense Language Institute in Monterey, California. He serves currently on the Board of the Pennsylvania State Employees Retirement System. (SERS) Kevin W. McClure, Treasurer In addition to his position with the Borrower, Mr. McClure was promoted from the position of Corporate Controller to Chief Financial Officer of the Company in April Prior to coming to the Company as Controller in April 2000, Mr. McClure was a manager at Grant Thornton, LLP, serving as a manager in the firm's not-for-profit industry group. Mr. McClure has a B.S. degree in accounting from Juniata College and a M.B.A. degree from Villanova University. He also is a Certified Public Accountant in the Commonwealth of Pennsylvania, and is a member of the Pennsylvania and American Institutes of Certified Public Accountants. Michael Breslin, Vice President In addition to his position with the Borrower, Mr. Breslin s background includes nearly twenty years of experience at the Vice President through COO level at the Company. Previously, Mr. Breslin served as the Executive Deputy Secretary of the Department of Public Welfare in Pennsylvania. Prior to his time in the State government, he served as the Administrator in Northumberland County for over three years and as the Director of the Northumberland County Juvenile Court Services for over eleven years. Mr. Breslin has also served on many committees involved in juvenile justice, and was named the Chief Juvenile Probation Officer of the Year in 1985 and State Employee of the Year in Mr. Breslin holds a B.S. degree in Sociology from the University of Scranton and a M.S. degree in Administration from Shippensburg University. Carl Clark, Director In addition to his position with the Borrower, Mr. Clark oversees the operations of the Central/Western region of the Company, with a combined operating budget of $285 million, and includes the operations of the Borrower. Mr. Clark s background includes 17 years at NHS, a term as Executive Assistant, Office of Executive Deputy Secretary of the Department of Public Welfare in Pennsylvania, and four years at the local and county level of service provision and government. Mr. Clark holds a B.A. degree in Administration of Justice from Pennsylvania State University and a Masters in Public Administration from Shippensburg University. A-2

31 LICENSURE AND AFFILIATIONS Licensure Programs operated at the Academy are licensed by the Pennsylvania Department of Public Welfare s Office of Children, Youth and Families in accordance with Title 55, PA Code: Chapter 3800 Child Residential and Day Treatment Facilities. All of the programs of the Academy are fully licensed. A Licensing/Approval Inspection occurs annually. The current licenses are in effect until September 1, The educational program of the Academy is licensed as a Private Academic School by the State Board of Private Academic Schools of the Commonwealth of Pennsylvania. The current license is in effect until May 26, 2012 and is subject to an annual renewal. A-3

32 FINANCIAL ANALYSIS Financial information for the twelve months ended June 30, 2011, 2010, and 2009 is derived from the Borrower's audited financial statements. Financial information for the six month periods ended December 31, 2011 and 2010 is derived from the Borrower's unaudited internally prepared financial records. NHS YOUTH SERVICES, INC. Statement of Operations Six Months Ended Fiscal Year Ended December 31 (Unaudited) June 30 (Audited) Revenue Net consumer service revenue: County $ 7,822,951 $ 8,656,052 $ 16,267,298 $ 18,340,888 $ 20,497,733 Other payers 2,057,420 2,029,418 4,282,523 4,241,935 4,299,813 Total revenue 9,880,371 10,685,470 20,549,821 22,582,823 24,797,546 Expenses Payroll expenses: Salaries and wages 4,409,274 4,447,941 8,762,092 9,420,625 9,558,645 Payroll taxes 459, , , , ,398 Pension 68,875 60, , , ,855 Workers' compensation 197, , , , ,401 Health and welfare 753, ,011 1,691,399 1,652,055 1,469,620 5,887,951 5,932,581 11,681,879 12,350,850 12,200,919 Operating expenses: Purchased personnel 615, ,429 1,364,403 1,228,142 1,304,500 Other personnel expenses 26,533 19,687 54,553 51, ,024 Occupancy - utilities 217, , , , ,330 Occupancy - other (1,831) 33,341 90,865 69,941 57,311 Communications 78,599 78, , , ,696 Supplies and other 130, , , , ,300 Food, drugs and clothing 569, ,594 1,110,507 1,280,707 1,244,319 Travel and transportation 55,532 50, , , ,257 Purchased providers and services 22,330 9,701 56,109 55,084 47,576 Asset leases 93,359 77, , , ,240 Depreciation and amortization 433, , , , ,815 Provision for bad debts 35, , , , ,581 Administrative costs 1,146,729 1,075,027 2,151,563 2,101,629 2,563,447 Other 238, , , ,363 1,069,156 3,661,623 3,890,874 7,516,923 7,947,984 8,709,552 Operating income before other items 330, ,015 1,351,019 2,283,989 3,887,075 Other items: Other income 108, ,480 1,100, , ,319 Interest expenses (1,371,557) (1,360,309) (2,720,313) (2,843,767) (2,843,767) Subordinate management fee (495,925) (526,954) (1,033,064) (1,136,205) (1,244,207) (1,759,002) (1,778,783) (2,652,593) (3,754,629) (3,830,655) (Deficiency of) excess of revenue over expenses $ (1,428,205) $ (916,768) $ (1,301,574) $ (1,470,640) $ 56,420 A-4

33 MANAGEMENT DISCUSSION AND ANALYSIS The Academy commenced operations in October 1998 and was operating near capacity by June 30, 1999 fiscal year end and continued to produce positive operating margins. However, the rate setting methodology changed for these services beginning with July 1, 2008, the start of fiscal year This change coincided with the downturn in the Commonwealth s budget, consistent with the downturn in the nation s overall economic condition. By limiting rates, the Commonwealth was effectively decreasing its share in the costs for the provision of residential services. Combined with the impact of the economic downturn on the County budgets, this led to a sharp decline in referrals to all children s residential programs across the Commonwealth, including the Academy. As a result, the occupancy at the Academy sharply declined to 79% by January 2009, and the twelve month rolling occupancy rate calculation for the twelve months ended December 31, 2009 was 81%. This marked the beginning of the Academy s noncompliance with this occupancy rate covenant. The Agreement did not require any action at this time since it was the first quarter of noncompliance. However, when the quarterly calculation as of March 31, 2010 was calculated at 80%, the Borrower hired an outside consultant to issue a report with recommendations in order to stay in compliance with the terms of the Agreement. This report was issued on June 18, 2010, and included various recommendations that management followed. However, the occupancy rate did not improve since it was budget driven at the county and state level, and statewide placements for residential services continued to be decreased. Since this date, occupancy has remained primarily in the 60%s, with the rolling twelve month calculation for the fiscal year ending June 30, 2011 being 69%. NHS YOUTH SERVICES, INC. OCCUPANCY STATISTICS Monthly Monthly Occupancy Monthly Monthly Occupancy Date Capacity Census Percentage Date Capacity Census Percentage January-10 9,052 6,505 72% January-11 9,052 7,056 78% February-10 8,176 5,572 68% February-11 8,176 5,150 63% March-10 9,052 6,599 73% March-11 9,052 5,669 63% April-10 8,760 6,599 75% April-11 8,760 5,629 64% May-10 9,052 7,182 79% May-11 9,052 5,880 65% June-10 8,760 6,921 79% June-11 8,760 5,988 68% July-10 9,052 7,342 81% July-11 9,052 6,017 66% August-10 9,052 6,837 76% August-11 9,052 5,682 63% September-10 8,760 6,153 70% September-11 8,760 5,571 64% October-10 9,052 6,365 70% October-11 9,052 5,851 65% November-10 8,760 6,044 69% November-11 8,760 5,591 64% December-10 9,052 6,204 69% December-11 9,052 5,955 66% ANNUAL 106,580 78,323 73% ANNUAL 106,580 70,039 66% Further, as a result of the declining occupancy, the financial results of the Borrower began a significant decline in fiscal year Excess of revenue over expenses declined to approximately $56,000 in fiscal year 2009, and this was the last year for which the Borrower met the debt service coverage ratio required in the Agreement. The fiscal year ended June 30, 2010 was the first time this ratio was not met. A deficiency of revenues over expenses of ($1,470,640) resulted in a debt service coverage ratio of 1.08 times. For the fiscal year ended June 30, 2011, a deficiency of ($1,301,574) resulted in a debt service coverage of 1.01 times, and for the six months ended December 31, 2011 a deficiency of ($1,428,205) resulted in a debt service coverage ratio of 0.52 times. A-5

34 NHS YOUTH SERVICES, INC. DEBT SERVICE COVERAGE RATIO CALCULATION Six Months Ended Fiscal Year Ended December 31 (Unaudited) June 30 (Audited) Net loss $ (1,428,205) $ (916,768) $ (1,301,574) $ (1,470,640) $ 56,420 Add: Depreciation and amortization 433, , , , ,815 Interest 1,371,557 1,360,309 2,720,313 2,843,767 2,843,767 Provision for bad debts 35, , , , ,581 Subordinate management fee 495, ,954 1,033,064 1,136,205 1,244,207 Funds available for debt service $ 907,593 $ 1,580,327 $ 3,538,415 $ 3,783,165 $ 5,389,790 Maximum Annual Debt Service (1) $ 1,749,588 $ 1,749,588 $ 3,499,176 $ 3,499,176 $ 3,499,176 Debt Service Coverage Ratio (1) Represents 1/2 of Maximum Annual Debt Service for the six month periods ended December 31, 2011 and While the reduction of outstanding debt associated with this tender offer will decrease the maximum annual debt service and therefore increase the coverage ratio, the Borrower will not be in compliance with the debt service coverage ratio required under the Agreement. A-6

35 APPENDIX B: REAL ESTATE APPRAISAL The following is a summary of the Real Estate Appraisal that was conducted on 2000 Northwestern Drive, Coal Township, PA. Other information, assumptions and limitations that you may find important can be found in the complete Real Estate Appraisal. For a copy of the complete Real Estate Appraisal, contact the Information and Tender Agent at: Globic Advisors Attn: Robert Stevens Telephone: (212) Telephone: (800) (toll free) Fax: (212) rstevens@globic.com Web: The following summary is qualified in all respects by reference to the complete Real Estate Appraisal. B-1

36 B-2

37 B-3

38 B-4

39 B-5

40 B-6

41 B-7

42 B-8

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