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