SECOND AMENDMENT

EX-10.1 2 d560710dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “Amendment”), dated as of June 28, 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. Amendments. The Credit Agreement is amended as follows:

2.1 Clause (m) of Section 8.02 is amended to read as follows:

(m) Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed $30,000,000 in the aggregate at any time outstanding.

2.2 Clause (e) of Section 8.03 is amended to read as follows:

(e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of (x) fixed personal property assets and (y) real property assets, and in each case, renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed: in the case of clause (x) above, $2,000,000 at any one time outstanding and in the case of clause (y) above, $17,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;

3. 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.

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 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. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

9. 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.

10. 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 Second Amendment to be duly executed 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
		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
		DELTA MEDICAL SERVICES, INC., a Tennessee corporation
		DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
		DMC-MEMPHIS, INC., a Tennessee 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

		By: /s/ David Duckworth
		Name: David Duckworth
		Title: Vice President and Treasurer

[SIGNATURE PAGES CONTINUE]


		GENERATIONS BEHAVIORAL HEALTH - GENEVA, LLC,
		an Ohio limited liability company
		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

		By: /s/ David Duckworth
		Name: David Duckworth
		Title: Vice President and Treasurer

[SIGNATURE PAGES CONTINUE]


		REBOUND BEHAVIORAL HEALTH, LLC,
		a South Carolina limited liability company
		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 BROECK TAMPA, INC., a Florida corporation
		TEN LAKES CENTER, LLC, a Delaware limited liability company
		TEXARKANA BEHAVIORAL ASSOCIATES, L.C., a Texas limited liability company
		TK BEHAVIORAL, 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 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/ 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/ Christine Trotter
	Name:	Christine Trotter
	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/ Dina Garthwaite
	Name:	Dina Garthwaite
	Title:	Vice President

	ROYAL BANK OF CANADA

	By:	/s/ William Caggiano
	Name:	William Caggiano
	Title:	Authorized Signatory

	JEFFERIES FINANCE LLC

	By:	/s/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director

	REGIONS BANK

	By:	/s/ Gregory M. Ratliff
	Name:	Gregory M. Ratliff
	Title:	Managing Director

	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 (formerly GE CAPITAL FINANCIAL INC., as a Lender and the Swingline Lender

		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/ Philip Ho
		Name:		Philip Ho
		Title:		Director

		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

		CAPSTAR BANK

		By:		/s/ Timothy B. Fouts
		Name:		Timothy B. Fouts
		Title:		Senior Vice President

[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/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director

JFIN FUND III LLC

By:	/s/ J. Paul McDonnell
Name:	J. Paul McDonnell
Title:	Managing Director