THIRD AMENDMENT

EX-10.1 2 d608763dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

THIRD AMENDMENT

THIS THIRD AMENDMENT (this “Amendment”) dated as of September 30, 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 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 recently formed a new wholly-owned subsidiary, Crossroads Regional Hospital, LLC, a Delaware limited liability company, which desires to acquire substantially all of the assets (the “Transaction”) of Bayou Health Care, L.L.C., d/b/a Crossroads Regional Hospital, a Louisiana limited liability company (“Seller”);

WHEREAS, the Seller has previously incurred Indebtedness of approximately $1,050,000, in the form of a U.S. Small Business Administration “504” Loan (the “SBA Loan”) made by Louisiana Capital Certified Development Company, Inc. to Seller, which Indebtedness is secured by Liens on all of the Seller’s assets and cannot be paid off until after consummation of the Transaction;

WHEREAS, 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 (v) of Section 8.01 is amended to read as follows:

(v) Liens securing obligations in an aggregate amount not to exceed $3,000,000 outstanding at any one time.

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

(o) Indebtedness in an aggregate amount not to exceed $3,000,000 outstanding at any one time.

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, each of the parties hereto has caused a counterpart of this Third 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
    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
    BEHAVIORAL CENTERS OF AMERICA, LLC,a Delaware limited liability company
    BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation
    CASCADE BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company
    CEDAR CREST CLINIC, a Texas non-profit corporation
    CENTERPOINTE COMMUNITY BASED SERVICES, INC., an Indiana corporation
    CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation
    CHILDREN’S BEHAVIORAL SOLUTIONS, LLC,a Delaware limited liability company
    COMMODORE ACQUISITION SUB, LLC,a Delaware limited liability company
    By:   /s/ David Duckworth
    Name:   David Duckworth
    Title:   Vice President and Treasurer

    DELTA MEDICAL SERVICES, LLC, a Tennessee limited liability company
    DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
    DMC-MEMPHIS, INC., a Tennessee corporation
    FVRE, LLC, an Arkansas limited liability company
    GENERATIONS BEHAVIORAL HEALTH—GENEVA, LLC, an Ohio limited liability company
    GREENLEAF CENTER, LLC, a Delaware limited liability company
    HABILITATION CENTER, INC., an Arkansas corporation
    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
    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
    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
    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
    RED RIVER HOSPITAL, LLC, a Delaware limited liability company
    REHABILITATION CENTERS, INC., a Mississippi corporation
    By:   /s/ David Duckworth
    Name:   David Duckworth
    Title:   Vice President and Treasurer
    RENAISSANCE RECOVERY, INC., a Massachusetts corporation
    RESOLUTE ACQUISITION CORPORATION, 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
    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
    THE REFUGE, A HEALING PLACE, LLC, a Florida 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

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/ Alvaro De Velasco
    Name:   Alvaro De Velasco
    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/ Peter Little
    Name:   Peter Little
    Title:   Vice President
    RAYMOND JAMES BANK, N.A.
    By:    
    Name:    
    Title:    

[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:   Executive Vice President
    CAPITAL ONE, N.A.
    By:    
    Name:    
    Title:    
    BANK OF MONTREAL
    By:    
    Name:    
    Title:    
    PINNACLE BANK
    By:   /s/ Allison H. Jones
    Name:   Allison H. Jones
    Title:   Senior Vice President
    FIRST TENNESSEE BANK
    By:    
    Name:    
    Title:    
    CAPSTAR BANK
    By:   /s/ Timothy B. Fouts
    Name:   Timothy B. Fouts
    Title:   Senior Vice President

 

[SIGNATURE PAGES CONTINUE]

    JEFFERIES GROUP LLC
    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
    JFIN CAPITAL 2013 LLC
    By:   /s/ J. Paul McDonnell
    Name:   J. Paul McDonnell
    Title:   Managing Director