CONSENT AND FIRST AMENDMENT

EX-10.2 5 d500855dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

THIS CONSENT AND FIRST AMENDMENT (this “Amendment”), dated as of March 11, 2013, 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 the 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 requisite Lenders 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. Consent. Each Lender signing below hereby consents that its portion of each payment due March 31, 2016, June 30, 2016 and September 30, 2016 in the original principal amount of $9,375,000, as set forth in the table in Section 2.07(c) of the Credit Agreement, shall not be due until March 31, 2017, June 30, 2017 and September 30, 2017, respectively.

3. Amendments. The Credit Agreement is amended as follows:

3.1 Clause (b)(xvii) of the definition of “Consolidated EBITDA” in Section 1.01 is amended to read as follows:

(xvii) any fees, expenses or charges related to any repayment of Senior Unsecured Indebtedness with the proceeds of any Equity Issuance made by the Borrower, provided that such fees, expenses or charges are deducted from, or made with, the proceeds of such Equity Issuance;

3.2 The definition of “Consolidated Leverage Ratio” in Section 1.01 is amended to read as follows:

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the difference of (i) Consolidated Funded Indebtedness as of such date minus (ii) from the date of the First Amendment to this Agreement through December 31, 2013, the amount of unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended; provided that clause (a)(ii) shall not apply for purposes of calculating the Applicable Rate.

3.3 The definition of “Consolidated Senior Secured Leverage Ratio” in Section 1.01 is amended to read as follows:

“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) the difference of (i) Consolidated Funded Indebtedness (other than Funded Indebtedness that is not secured by a Lien on any property of the Borrower or any Subsidiary) as of such date minus (ii) from the date of the First Amendment to this Agreement through December 31, 2013, the amount of unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

3.4 Clause (b) of Section 8.17 is amended to read as follows:

(b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Unsecured Indebtedness, other than the purchase, payment, prepayment or redemption of Senior Unsecured Indebtedness (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of Senior Unsecured Indebtedness) with up to 50% of the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary.

4. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the requisite Lenders and the Administrative Agent.

5. 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.

6. 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 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.

7. 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.

8. 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.

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]

IN WITNESS WHEREOF, the parties hereto have caused this Consent and First Amendment to be duly executed as of the date first above written.


BORROWER:	ACADIA HEALTHCARE COMPANY, INC.,
	a Delaware corporation

	By:	/s/ Brent Turner
	Name:	Brent Turner
	Title:	President

GUARANTORS:	ABILENE BEHAVIORAL HEALTH, LLC,
	a Delaware limited liability company
	ACADIA - YFCS HOLDINGS, INC., a Delaware corporation
	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
	AMICARE BEHAVIORAL CENTERS, LLC,
	a Delaware limited liability company
	AMICARE CONTRACT SERVICES, LLC,
	a Delaware limited liability company
	ASCENT ACQUISITION CORPORATION, an Arkansas corporation
	ASCENT ACQUISITION CORPORATION - CYPDC, an Arkansas corporation
	ASCENT ACQUISITION CORPORATION - PSC, an Arkansas corporation
	BCA OF DETROIT, LLC, a Delaware limited liability company
	BCA REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
	BEHAVIORAL CENTERS OF AMERICA, LLC,
	a Delaware limited liability company
	BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation
	CEDAR CREST CLINIC, a Texas non-profit corporation
	CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation
	CHILDREN’S BEHAVIORAL SOLUTIONS, LLC,
	a Delaware limited liability company
	CHILDRENS MEDICAL TRANSPORTATION SERVICES, LLC,
	an Arkansas limited liability company
	COMMODORE ACQUISITION SUB, LLC,
	a Delaware limited liability company
	DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
	FORT SMITH HEALTHCARE REAL ESTATE, L.C.,
	a Texas limited liability company
	FSRE, LLC, an Arkansas limited liability company
	FVRE, LLC, an Arkansas limited liability company
	GENERATIONS BEHAVIORAL HEALTH - GENEVA, LLC,
	an Ohio limited liability company

	By:	/s/ Brent Turner
	Name:	Brent Turner
	Title:	Vice President and Assistant Secretary

[SIGNATURE PAGES CONTINUE]


				GREENLEAF CENTER, LLC, a Delaware limited liability company
				HABILITATION CENTER, INC., an Arkansas corporation
				HEALTHCARE MANAGEMENT AND INVESTMENT OF OHIO, LLC, an Ohio limited liability company
				HEP BCA HOLDINGS CORP., a Delaware corporation
				HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company
				HMIH CEDAR CREST, LLC, a Delaware limited liability company
				KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation
				LAKELAND HOSPITAL ACQUISITION CORPORATION, a Georgia corporation
				LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC, a Delaware limited liability company
				LINDEN BCA BLOCKER CORP., a Delaware corporation
				MED PROPERTIES, INC., an Arkansas corporation
				MEDUCARE TRANSPORT, L.L.C., an Arkansas limited liability company
				MEMORIAL HOSPITAL ACQUISITION CORPORATION, a New Mexico corporation
				MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation
				MILLCREEK SCHOOL OF ARKANSAS, INC., an Arkansas corporation
				MILLCREEK SCHOOLS INC., a Mississippi corporation
				NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company
				OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company
				OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation
				OPTIONS TREATMENT CENTER ACQUISITION CORPORATION, an Indiana corporation
				PEDIATRIC SPECIALTY CARE, INC., an Arkansas corporation
				PEDIATRIC SPECIALTY CARE PROPERTIES, LLC, an Arkansas limited liability company
				PHC MEADOWWOOD, INC., a Delaware corporation
				PHC OF MICHIGAN, INC., a Massachusetts corporation
				PHC OF NEVADA, INC., a Massachusetts corporation
				PHC OF UTAH, INC., a Massachusetts corporation
				PHC OF VIRGINIA, INC., a Massachusetts corporation
				PINEWOOD ENTERPRISES, L.C., a Texas limited liability company
				PINEWOOD HEALTHCARE REALTY, L.P., a Texas limited partnership
				PINEWOOD SERVICES, INC., a Texas corporation
				PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company
				PRC I, INC., a Delaware corporation
				PSYCHIATRIC RESOURCE PARTNERS, INC., a Delaware limited liability company
				REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company

				By:		/s/ Brent Turner
				Name:		Brent Turner
				Title:		Vice President and Assistant Secretary

[SIGNATURE PAGES CONTINUE]


				RED RIVER HOSPITAL, LLC, a Delaware limited liability company
				REHABILITATION CENTERS, INC., a Mississippi corporation
				RENAISSANCE RECOVERY, INC., a Massachusetts corporation
				RESOLUTE ACQUISITION CORPORATION, an Indiana corporation
				RESOURCE COMMUNITY BASED SERVICES, INC., an Indiana corporation
				RIVERWOODS BEHAVIORAL HEALTH, LLC, a Delaware limited liability company
				ROLLING HILLS HOSPITAL, INC., an Oklahoma corporation
				ROLLING HILLS PROPERTIES, INC., an Oklahoma corporation
				RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation
				SBOF-BCA HOLDINGS CORPORATION, a Delaware corporation
				SEVEN HILLS HOSPITAL, INC., a Delaware corporation
				SHAKER CLINIC, LLC, an Ohio limited liability company
				SONORA BEHAVIORAL HEALTH HOSPITAL, LLC, a Delaware limited liability company
				SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC., an Arizona corporation
				SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation
				STONE CREST CLINC, a Michigan non-profit corporation
				SUCCESS ACQUISITION CORPORATION, an Indiana corporation
				SUNCOAST BEHAVIORAL, LLC, a Delaware limited liability company
				SW BEHAVIORAL, LLC, a Delaware limited liability company
				TBA TEXARKANA, L.L.C., a Texas limited liability company
				TEN LAKES CENTER, LLC, a Delaware limited liability company
				TK BEHAVIORAL, LLC, a Delaware limited liability company
				VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company
				VANTAGE POINT BEHAVIORAL HEALTH, LLC, a Texas limited liability company
				VERMILION HOSPITAL, LLC, a Delaware limited liability company
				VILLAGE BEHAVIORAL HEALTH, LLC, a Delaware limited liability company
				VISTA BEHAVIORAL HEALTH, LLC, a Delaware limited liability company
				WELLPLACE, INC., a Massachusetts corporation
				YFCS HOLDINGS - GEORGIA, INC., a Georgia corporation
				YFCS MANAGEMENT, INC., a Georgia corporation
				YOUTH AND FAMILY CENTERED SERVICES OF FLORIDA, INC., a Florida corporation
				YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC., a New Mexico corporation
				YOUTH AND FAMILY CENTERED SERVICES, INC., a Georgia corporation

				By:		/s/ Brent Turner
				Name:		Brent Turner
				Title:		Vice President and Assistant Secretary

[SIGNATURE PAGES CONTINUE]

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent


	By:	/s/ Denise Jones
	Name:	Denise Jones
	Title:	Assistant Vice President

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender

	By:	/s/ Suzanne B. Smith
	Name:	Suzanne B. Smith
	Title:	Senior Vice President

	FIFTH THIRD BANK

	By:	/s/ William D. Priester
	Name:	William D. Priester
	Title:	Senior Vice President

	CITIBANK, N.A.

	By:	/s/ Laura Fogarty
	Name:	Laura Fogarty
	Title:	Vice President

	ROYAL BANK OF CANADA

	By:	/s/ Sharon M. Liss
	Name:	Sharon M. Liss
	Title:	Authorized Signatory

	JEFFERIES FINANCE LLC

	By:	/s/ E. Joseph Hess
	Name:	E. Joseph Hess
	Title:	Managing Director

	REGIONS BANK

	By:	/s/ Gregory M. Ratliff
	Name:	Gregory M. Ratliff
	Title:	Senior Vice President

	RAYMOND JAMES BANK, N.A.

	By:	/s/ Alexander L. Rody
	Name:	Alexander L. Rody
	Title:	Senior Vice President

[SIGNATURE PAGES CONTINUE]


				GENERAL ELECTRIC CAPITAL CORPORATION

				By:		/s/ John Dale
				Name:		John Dale
				Title:		Duly Authorized Signatory

				GE CAPITAL BANK (f/k/a GE CAPITAL FINANCIAL INC.)

				By:		/s/ Heather-Leigh Glade
				Name:		Heather-Leigh Glade
				Title:		Duly Authorized Signatory

				CADENCE BANK, N.A.

				By:		/s/ William H. Crawford
				Name:		William H. Crawford
				Title:		EVP

				CAPITAL ONE, N.A.

				By:		/s/ Ali Zaidi
				Name:		Ali Zaidi
				Title:		Authorized Signatory

				BANK OF MONTREAL

				By:		/s/ Phillip Ho
				Name:		Phillip Ho
				Title:		Director

				PINNACLE BANK

				By:		/s/ Allison H. Jones
				Name:		Allison H. Jones
				Title:		SVP

				FIRST TENNESSEE BANK

				By:		/s/ Audra Burris
				Name:		Audra Burris
				Title:		Bank Officer

				CAPSTAR BANK

				By:		/s/ Timothy B. Fouts
				Name:		Timothy B. Fouts
				Title:		SVP

[SIGNATURE PAGES CONTINUE]


JEFFERIES GROUP INC.

By:	/s/ John Stacconi
Name:	John Stacconi
Title:	Global Treasurer

JFIN CLO 2007 LTD

BY:	JEFFERIES FINANCE LLC, as Collateral Manager

	By:	/s/ E. Joseph Hess
	Name:	E. Joseph Hess
	Title:	Managing Director