Three Months Ended

Exhibit 10.3

FIRST AMENDMENT

     THIS FIRST AMENDMENT (this “Amendment”) dated as of July 12, 2011 to the Credit Agreement referenced below is by and among Acadia Healthcare Company, Inc. (f/k/a Acadia Healthcare Company, LLC), 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 Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of April 1, 2011 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent;

     WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; and

     WHEREAS, the Required Lenders have agreed to the requested 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. In Section 7.14(b) of the Credit Agreement the reference to “Within one hundred (120) days after the Closing Date” is amended to read “By no later than December 15, 2011”.

     3. Conditions Precedent. This amendment shall be effective upon the receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders.

     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 effect 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 First Amendment to be duly executed as of the date first above written.

BORROWER:		ACADIA HEALTHCARE COMPANY, INC.,
		a Delaware corporation
		By: /s/ Joey A. Jacobs
		Name: Joey A. Jacobs
		Title: Chief Executive Officer
GUARANTORS:		ACADIA HEALTHCARE HOLDINGS, LLC,
		a Delaware limited liability company
		ACADIA MANAGEMENT COMPANY, INC., a Delaware corporation
		By: /s/ Joey A. Jacobs
		Name: Joey A. Jacobs
		Title: Chief Executive Officer
		ACADIA-YFCS HOLDINGS, INC., a Delaware corporation
		YOUTH & FAMILY CENTERED SERVICES, INC., a Georgia corporation
		ACADIA HOSPITAL OF LONGVIEW, LLC,
		a Delaware limited liability company
		KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation
		ACADIA VILLAGE, LLC, a Delaware limited liability company
		LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC,
		a Delaware limited liability company
		ACADIA RIVERWOODS, LLC, a Delaware limited liability company
		ACADIA LOUISIANA, LLC, a Delaware limited liability company
		ACADIA ABILENE, LLC, a Delaware limited liability company
		ACADIA HOSPITAL OF LAFAYETTE, LLC,
		a Delaware limited liability company
		YFCS MANAGEMENT, INC., a Georgia corporation
		YFCS HOLDINGS-GEORGIA, INC., a Georgia corporation
		OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation
		OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,
		an Indiana corporation
		RESOLUTE ACQUISITION CORPORATION, an Indiana corporation
		RESOURCE COMMUNITY BASED SERVICES, INC., an Indiana corporation
		RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation
		SUCCESS ACQUISITION CORPORATION, an Indiana corporation
		ASCENT ACQUISITION CORPORATION, an Arkansas corporation
		SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation
		MEMORIAL HOSPITAL ACQUISITION CORPORATION,
		a New Mexico corporation
		MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation
		REHABILITATION CENTERS, INC., a Mississippi corporation
		LAKELAND HOSPITAL ACQUISITION CORPORATION,
		a Georgia corporation
		PSYCHSOLUTIONS ACQUISITION CORPORATION, a Florida corporation
		By: /s/ Joey A. Jacobs
		Name: Joey A. Jacobs
		Title: President

[SIGNATURE PAGES CONTINUE]

		YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC.,
		a New Mexico corporation
		SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,
		an Arizona corporation
		YOUTH AND FAMILY CENTERED SERVICES OF FLORIDA, INC.,
		a Florida corporation
		PEDIATRIC SPECIALTY CARE, INC., an Arkansas corporation
		CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation
		MED PROPERTIES, INC., an Arkansas corporation
		ASCENT ACQUISITION CORPORATION-CYPDC, an Arkansas corporation
		ASCENT ACQUISITION CORPORATION-PSC, an Arkansas corporation
		MEDUCARE TRANSPORT, L.L.C., an Arkansas limited liability company
		PEDIATRIC SPECIALTY CARE PROPERTIES, LLC,
		an Arkansas limited liability company
		CHILDRENS MEDICAL TRANSPORTATION SERVICES, LLC,
		an Arkansas limited liability company
		MILLCREEK SCHOOLS INC., a Mississippi corporation
		HABILITATION CENTER, INC., an Arkansas corporation
		MILLCREEK SCHOOL OF ARKANSAS, INC., an Arkansas corporation
		PSYCHSOLUTIONS, INC., a Florida corporation
		By: /s/ Joey A. Jacobs
		Name: Joey A. Jacobs
		Title: President

[SIGNATURE PAGES FOLLOW]

ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A., as Administrative Agent
		By: /s/ Anne M. Zeschke
		Name: Anne M. Zeschke
		Title: Vice President

[SIGNATURE PAGES FOLLOW]

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:
		Name:
		Title:
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:	/s/ Jonathan Ruschhaupt
		Name:	Jonathan Ruschhaupt
		Title:	Duly Authorized Signatory
		CITIGROUP GLOBAL MARKETS, INC.
		By:	/s/ Dina Garthwaite
		Name:	Dina Garthwaite
		Title:	Vice President
		REGIONS BANK
		By:	/s/ Helen C. Hartz
		Name:	Helen C. Hartz
		Title:	Vice President
		RAYMOND JAMES BANK, FSB
		By:
		Name:
		Title:
		ROYAL BANK OF CANADA
		By:	/s/ Sharon M. Liss
		Name:	Sharon M. Liss
		Title:	Authorized Signatory
		FIRST TENNESSEE BANK
		By:
		Name:
		Title:

[SIGNATURE PAGES FOLLOW]

		CAPSTAR BANK
		By:	/s/ Timothy B. Fouts
		Name:	Timothy B. Fouts
		Title:	Senior Vice President
		GE CAPITAL FINANCIAL INC.
		By:	/s/ Heather-Leigh Glade
		Name:	Heather-Leigh Glade
		Title:	Duly Authorized Signatory