SEVENTH AMENDMENT
Exhibit 10.1
SEVENTH AMENDMENT
THIS SEVENTH AMENDMENT (this “Amendment”) dated as of February 6, 2015 to the Credit Agreement referenced below is by and among ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of December 31, 2012 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and
WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders, Required Revolving Lenders, the L/C Issuer and the Swing Line Lender have agreed to such modifications to the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
2. Amendments to the Credit Agreement. The Credit Agreement is amended in the following respects:
2.1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
“Copper Letters of Credit” means those Letters of Credit outstanding on the Copper Acquisition Closing Date that are issued for the benefit of Copper or any of its Subsidiaries by Citibank, N.A as set forth on a Letter of Credit Report delivered by Citibank, N.A. on or prior to the Copper Acquisition Closing Date.
“Pro Rata Facilities Commitments” means the Revolving Commitments and the Term Loan Commitments.
“Pro Rata Facilities Lender” means any Lender that holds (a) Pro Rata Facilities Commitments or (b) Pro Rata Facilities Obligations.
“Pro Rata Facilities Obligations” means the Revolving Loans, the Swing Line Loans, the L/C Obligations and the Term Loan.
“Required Pro Rata Facilities Lenders” means, as of any date of determination, Lenders holding in the aggregate more than 50% of (a) the unfunded Pro Rata Facilities Commitments and the outstanding Pro Rata Facilities Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) or (b) if the Pro Rata Facilities
Commitments have been terminated, the outstanding Pro Rata Facilities Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition). The unfunded Pro Rata Facilities Commitments and the outstanding Pro Rata Facilities Obligations and participations therein held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Pro Rata Facilities Lenders at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.
2.2. In Section 1.01 of the Credit Agreement the following definitions are amended and restated in their entity to read as follows:
“Existing Letters of Credit” means (a) those Letters of Credit outstanding on the Closing Date and identified on Schedule 2.03 and (b) the Copper Letters of Credit.
“L/C Issuer” means each of (a) Bank of America in its capacity as issuer of Letters of Credit hereunder, (b) Citibank, N.A. in its capacity as issuer of the Copper Letters of Credit hereunder (without giving effect to any renewal or extension thereof) and (c) any successor issuer of Letters of Credit hereunder. The term “L/C Issuer” when used with respect to a Letter of Credit or the L/C Obligations relating to a Letter of Credit shall refer to the L/C Issuer that issued such Letter of Credit.
“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) (i) $20,000,000 or (ii) such greater amount as may be approved by the Required Revolving Lenders and the L/C Issuer. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
“Swing Line Sublimit” means an amount equal to the lesser of (a) (i) $20,000,000 or (ii) such greater amount as may be approved by the Required Revolving Lenders and the Swing Line Lender and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
2.3. The definition of Applicable Rate in Section 1.01 of the Credit Agreement is hereby amended by replacing the instance of “Required Lenders” in clause (a) of the proviso therein with “Required Pro Rata Facilities Lenders”.
2.4. In the definition of Arranger in Section 1.01 of the Credit Agreement clause (b) is amended to read as follows:
(b) each other Person named as a joint lead arranger and joint bookrunner on the cover page of this Agreement or any amendment to this Agreement, in such Person’s capacity as joint lead arranger and joint bookrunner.
2.5. In the definition of Cash Equivalents in Section 1.01 of the Credit Agreement the reference to “any Lender” in clause (b)(i) is amended to read “any Pro Rata Facilities Lender” and the reference to “any of the Lenders” in clause (d) is amended to read “any of the Pro Rata Facilities Lenders”.
2.6. In Section 1.03(b) of the Credit Agreement each reference to “Required Lenders” is replaced with “Required Pro Rata Facilities Lenders”.
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2.7. Sections 2.03(b)(iii) and (iv) of the Credit Agreement are hereby amended to replace each instance of “Required Lenders” with “Required Pro Rata Facilities Lenders”.
2.8. Section 2.03(f) of the Credit Agreement is hereby amended by inserting “, the Required Pro Rata Facilities Lenders” after the instance of “Required Revolving Lenders” therein.
2.9. The first sentence of Section 2.03(h) of the Credit Agreement is hereby amended by inserting “of the Aggregate Revolving Commitments” after the instance of “Applicable Percentage” therein.
2.10. In Section 2.03(i) the phrase “(or such other amount as separately agreed in writing between the Borrower and such L/C Issuer (other than Bank of America))” is added immediately after the phrase “at the rate per annum specified in the Fee Letter”.
2.11. A new Section 2.03(l) is hereby added to the Credit Agreement to read as follows:
(l) L/C Issuer Reports to the Administrative Agent. Each L/C Issuer (other than Bank of America) shall provide the Administrative Agent a Letter of Credit Report (in the form of Exhibit 2.03) as of such dates and with such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.
2.12. The first sentence of Section 2.09(a) of the Credit Agreement is hereby amended by inserting “of the Aggregate Revolving Commitments” after the instance of “Applicable Percentage” therein.
2.13. In Section 2.15(a)(i) of the Credit Agreement the “and” after “Required Lenders” is replaced with a comma and the phrase “and “Required Pro Rata Facilities Lenders”” is added after “Required Revolving Lenders”.
2.14. In the proviso in the third to last paragraph of Section 2.16 of the Credit Agreement the “and” after “Loans” is replaced with a comma and the phrase “, “Required Revolving Lenders” and “Required Pro Rata Facilities Lenders” is added after the phrase “Required Lenders”.
2.15. A new Exhibit 2.03 is hereby added to the Credit Agreement in the form attached as Exhibit 2.03 hereto.
3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party, the Required Lenders, the L/C Issuer, the Swing Line Lender and the Administrative Agent.
4. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.
5. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date
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hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (b) no Default exists.
6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.
7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.
8. FATCA. Borrower hereby certifies to the Administrative Agent and the Lenders that the obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, qualify as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). From and after the effective date of the Amendment, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related interest, penalties and expenses, including, without limitation, Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Loans as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The Borrower’s obligations hereunder shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations.
9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
10. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.
11. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Seventh Amendment to be duly executed and delivered as of the date first above written.
| BORROWER: | ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation | |||||
| By: | /s/ David Duckworth | |||||
| Name: | David Duckworth | |||||
| Title: | Chief Financial Officer | |||||
| GUARANTORS: | ABILENE BEHAVIORAL HEALTH, LLC, | |||||
| a Delaware limited liability company | ||||||
| ABILENE HOLDING COMPANY, LLC, a Delaware limited liability company | ||||||
| ACADIA MANAGEMENT COMPANY, LLC, | ||||||
| a Delaware limited liability company | ||||||
| ACADIA MERGER SUB, LLC, a Delaware limited liability company | ||||||
| ACADIANA ADDICTION CENTER, LLC, | ||||||
| a Delaware limited liability company | ||||||
| ASCENT ACQUISITION, LLC, an Arkansas limited liability company | ||||||
| ASCENT ACQUISITION - CYPDC, LLC, an Arkansas limited liability company | ||||||
| ASCENT ACQUISITION - PSC, LLC, an Arkansas limited liability company | ||||||
| AUSTIN BEHAVIORAL HOSPITAL, LLC, | ||||||
| a Delaware limited liability company | ||||||
| AUSTIN EATING DISORDERS PARTNERS, LLC, a Missouri limited liability company | ||||||
| BCA OF DETROIT, LLC, a Delaware limited liability company | ||||||
| BEHAVIORAL CENTERS OF AMERICA, LLC, | ||||||
| a Delaware limited liability company | ||||||
| CASCADE BEHAVIORAL HOLDING COMPANY, LLC, | ||||||
| a Delaware limited liability company | ||||||
| CASCADE BEHAVIORAL HOSPITAL, LLC, | ||||||
| a Delaware limited liability company | ||||||
| CENTERPOINTE COMMUNITY BASED SERVICES, LLC, | ||||||
| an Indiana limited liability company | ||||||
| COMMODORE ACQUISITION SUB, LLC, | ||||||
| a Delaware limited liability company | ||||||
| CROSSROADS REGIONAL HOSPITAL, LLC, | ||||||
| a Delaware limited liability company | ||||||
| DELTA MEDICAL SERVICES, LLC, a Tennessee limited liability company | ||||||
| DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation | ||||||
| DMC-MEMPHIS, LLC, a Tennessee limited liability company | ||||||
| GENERATIONS BH, LLC, | ||||||
| an Ohio limited liability company | ||||||
| GREENLEAF CENTER, LLC, a Delaware limited liability company | ||||||
| HABILITATION CENTER, LLC, an Arkansas limited liability company | ||||||
| HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company | ||||||
| By: | /s/ David Duckworth | |||||
| Name: | David Duckworth | |||||
| Title: | Vice President and Treasurer | |||||
[SIGNATURE PAGES CONTINUE]
| HMIH CEDAR CREST, LLC, a Delaware limited liability company | ||||||
| KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation | ||||||
| LAKELAND HOSPITAL ACQUISITION, LLC, a Georgia limited liability company | ||||||
| MCCALLUM GROUP, LLC, a Missouri limited liability company | ||||||
| MCCALLUM PROPERTIES, LLC, a Missouri limited liability company | ||||||
| MILLCREEK SCHOOL OF ARKANSAS, LLC, an Arkansas limited liability company | ||||||
| MILLCREEK SCHOOLS, LLC, a Mississippi limited liability company | ||||||
| NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company | ||||||
| OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company | ||||||
| OPTIONS TREATMENT CENTER ACQUISITION CORPORATION, an Indiana corporation | ||||||
| PHC MEADOWWOOD, LLC, a Delaware limited liability company | ||||||
| PHC OF MICHIGAN, INC., a Massachusetts corporation | ||||||
| PHC OF NEVADA, INC., a Massachusetts corporation | ||||||
| PHC OF UTAH, INC., a Massachusetts corporation | ||||||
| PHC OF VIRGINIA, LLC, a Massachusetts limited liability company | ||||||
| PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company | ||||||
| PSYCHIATRIC RESOURCE PARTNERS, LLC, a Delaware limited liability company | ||||||
| REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company | ||||||
| RED RIVER HOLDING COMPANY, LLC, a Delaware limited liability company | ||||||
| RED RIVER HOSPITAL, LLC, a Delaware limited liability company | ||||||
| REHABILITATION CENTERS, LLC, a Mississippi limited liability company | ||||||
| RESOLUTE ACQUISITION CORPORATION, an Indiana corporation | ||||||
| RIVERVIEW BEHAVIORAL HEALTH, LLC, a Texas limited liability company | ||||||
| RIVERWOODS BEHAVIORAL HEALTH, LLC, a Delaware limited liability company | ||||||
| ROLLING HILLS HOSPITAL, LLC, an Oklahoma limited liability company | ||||||
| RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation | ||||||
| SEVEN HILLS HOSPITAL, INC., a Delaware corporation | ||||||
| SHAKER CLINIC, LLC, an Ohio limited liability company | ||||||
| SKYWAY HOUSE, LLC, a Delaware limited liability company | ||||||
| SONORA BEHAVIORAL HEALTH HOSPITAL, LLC, a Delaware limited liability company | ||||||
| SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC., an Arizona corporation | ||||||
| By: | /s/ David Duckworth | |||||
| Name: | David Duckworth | |||||
| Title: | Vice President and Treasurer | |||||
[SIGNATURE PAGES CONTINUE]
| SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC, | ||||||
| a Pennsylvania limited liability company | ||||||
| SUCCESS ACQUISITION, LLC, an Indiana limited liability company | ||||||
| TEN BROECK TAMPA, LLC, a Florida limited liability company | ||||||
| TEN LAKES CENTER, LLC, an Ohio limited liability company | ||||||
| THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company | ||||||
| TEXARKANA BEHAVIORAL ASSOCIATES, L.C., a Texas limited liability company | ||||||
| TK BEHAVIORAL, LLC, a Delaware limited liability company | ||||||
| TK BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company | ||||||
| VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company | ||||||
| VERMILION HOSPITAL, LLC, a Delaware limited liability company | ||||||
| VILLAGE BEHAVIORAL HEALTH, LLC, a Delaware limited liability company | ||||||
| VISTA BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company | ||||||
| VISTA BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company | ||||||
| WEBSTER WELLNESS PROFESSIONALS, LLC, a Missouri limited liability company | ||||||
| WELLPLACE, INC., a Massachusetts corporation | ||||||
| YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC., a New Mexico corporation | ||||||
| By: | /s/ David Duckworth | |||||
| Name: | David Duckworth | |||||
| Title: | Vice President and Treasurer | |||||
[SIGNATURE PAGES CONTINUE]
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |||||
| By: | /s/ Reneé Marion | |||||
| Name: | Reneé Marion | |||||
| Title: | Assistant Vice President | |||||
| L/C ISSUER: | BANK OF AMERICA, N.A., as L/C Issuer | |||||
| By: | /s/ Suzanne B. Smith | |||||
| Name: | Suzanne B. Smith | |||||
| Title: | SVP | |||||
| SWING LINE LENDER: | BANK OF AMERICA, N.A., as Swing Line Lender | |||||
| By: | /s/ Suzanne B. Smith | |||||
| Name: | Suzanne B. Smith | |||||
| Title: | SVP | |||||
| LENDERS: | BANK OF AMERICA, N.A., | |||||
| By: | /s/ Suzanne B. Smith | |||||
| Name: | Suzanne B. Smith | |||||
| Title: | SVP | |||||
| FIFTH THIRD BANK | ||||||
| By: | /s/ Thomas Avery | |||||
| Name: | Thomas Avery | |||||
| Title: | Relationship Manager | |||||
| CITIBANK, N.A. | ||||||
| By: | /s/ Alvaro De Velasco | |||||
| Name: | Alvaro De Velasco | |||||
| Title: | Vice President | |||||
| ROYAL BANK OF CANADA | ||||||
| By: | /s/ William Caggiano | |||||
| Name: | William Caggiano | |||||
| Title: | Authorized Signatory | |||||
| REGIONS BANK | ||||||
| By: | /s/ Ned Spitzer | |||||
| Name: | Ned Spitzer | |||||
| Title: | Managing Director | |||||
[SIGNATURE PAGES CONTINUE]
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||||||
| By: | /s/ Amy Trapp | |||||
| Name: | Amy Trapp | |||||
| Title: | Managing Director | |||||
| By: | /s/ John Bosco | |||||
| Name: | John Bosco | |||||
| Title: | Director | |||||
| MUFG UNION BANK, N.A. | ||||||
| By: | /s/ Sarah Willett | |||||
| Name: | Sarah Willett | |||||
| Title: | Director | |||||
| UBS AG, STAMFORD BRANCH | ||||||
| By: | /s/ Darlene Arias | |||||
| Name: | Darlene Arias | |||||
| Title: | Director | |||||
| By: | /s/ Houssem Daly | |||||
| Name: | Houssem Daly | |||||
| Title: | Associate Director | |||||
| RAYMOND JAMES BANK, N.A. | ||||||
| By: | /s/ Alexander L. Rody | |||||
| Name: | Alexander L. Rody | |||||
| Title: | Senior Vice President | |||||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||||
| By: | /s/ Danielle K. Katz | |||||
| Name: | Danielle K. Katz | |||||
| Title: | Duly Authorized Signatory | |||||
| GE CAPITAL BANK (f/k/a GE CAPITAL FINANCIAL INC.) | ||||||
| By: | /s/ Paul Sleet | |||||
| Name: | Paul Sleet | |||||
| Title: | Duly Authorized Signatory | |||||
| CADENCE BANK, N.A. | ||||||
| By: | /s/ William H. Crawford | |||||
| Name: | William H. Crawford | |||||
| Title: | Executive Vice President | |||||
[SIGNATURE PAGES CONTINUE]
| CAPITAL ONE, N.A. | ||||||
| By: | /s/ Ali Zaidi | |||||
| Name: | Ali Zaidi | |||||
| Title: | Authorized Signatory | |||||
| BANK OF MONTREAL | ||||||
| By: |
| |||||
| Name: | ||||||
| Title: | ||||||
| PINNACLE BANK | ||||||
| By: | /s/ Allison Jones | |||||
| Name: | Allison Jones | |||||
| Title: | Senior Vice President | |||||
| FIRST TENNESSEE BANK | ||||||
| By: | /s/ Cathy Wind | |||||
| Name: | Cathy Wind | |||||
| Title: | SVP | |||||
| CAPITAL BANK N.A. | ||||||
| By: | /s/ Nathan Hall | |||||
| Name: | Nathan Hall | |||||
| Title: | Vice President | |||||
| CAPSTAR BANK | ||||||
| By: | /s/ Timothy B. Fouts | |||||
| Name: | Timothy B. Fouts | |||||
| Title: | SVP | |||||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||||||
| By: |
| |||||
| Name: | ||||||
| Title: | ||||||
| AVENUE BANK | ||||||
| By: | /s/ Carol S. Titus | |||||
| Name: | Carol S. Titus | |||||
| Title: | SVP | |||||
[SIGNATURE PAGES CONTINUE]
| WELLS FARGO PRINCIPAL LENDING, LLC | ||||||||
| By: |
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| Name: | ||||||||
| Title: | ||||||||
| JEFFERIES FINANCE LLC | ||||||||
| By: | /s/ J. Paul McDonnell | |||||||
| Name: | J. Paul McDonnell | |||||||
| Title: | Managing Director | |||||||
| JFIN CLO 2007 LTD | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Collateral Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
| JFIN CLO 2014-II LTD | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Portfolio Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
| JFIN CLO 2014 LTD | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Portfolio Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
| JFIN CLO 2012 LTD | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Portfolio Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
[SIGNATURE PAGES CONTINUE]
| JFIN CLO 2013 LTD | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Portfolio Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
| JFIN Fund IV 2014 LLC | ||||||||
| BY: | JEFFERIES FINANCE LLC, as Portfolio Manager | |||||||
| By: | /s/ Stephen Goetschius | |||||||
| Name: | Stephen Goetschius | |||||||
| Title: | Managing Director | |||||||
Exhibit 2.03
EXHIBIT 2.03
[Form of]
Letter of Credit Report
| TO: | Bank of America, N.A., as Administrative Agent |
| RE: | Credit Agreement, dated as of December 31, 2012, by and among ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
| DATE: | [Date] |
The undersigned, [insert name of L/C Issuer] (the “L/C Issuer”) hereby delivers this report to the Administrative Agent, pursuant to the terms of Section 2.03(l) of the Credit Agreement.
The L/C Issuer plans to issue, amend, renew, increase or extend the follow Letter(s) of Credit on [insert date].
| L/C No. | Maximum Face Amount | Current Face Amount | Currency | Financials or Performance SBLC | Beneficiary Name | Issuance Date | Expiry Date | Auto Renewal | Date of Amendment | Amount of Amendment | ||||||||||
[The L/C Issuer made a payment, with respect to L/C No. , on [insert date] in the amount of [$] ].
[The Borrower failed to reimburse the L/C Issuer for a payment made in the amount of [$][insert amount of such payment] pursuant to L/C No. on [insert date of such failure], with respect to L/C No. .]
Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof.
| L/C No. | Maximum Face Amount | Current Face Amount | Currency | Financials or Performance SBLC | Beneficiary Name | Issuance Date | Expiry Date | Auto Renewal | Date of Amendment | Amount of Amendment | ||||||||||
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
| [L/C ISSUER], | ||
| as L/C Issuer | ||
| By: |
| |
| Name: |
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| Title: |
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