EX-10.2





 Exhibit 10.2 

SECURITY AND PLEDGE AGREEMENT 

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 17, 2021 among the parties identified
as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK
OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below). 

RECITALS 
 WHEREAS,
pursuant to the Credit Agreement (as amended, modified, supplemented, increased, extended, restated, refinanced and replaced from time to time, the “Credit Agreement”) dated as of the date hereof among Acadia Healthcare Company,
Inc., a Delaware corporation, the Lenders identified therein and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and 

WHEREAS, this Agreement is required by the terms of the Credit Agreement. 

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 1. Definitions. 

(a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the
following terms which are defined in the Uniform Commercial Code in effect from time to time in the State of New York except as such terms may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with
respect to such affected Collateral shall apply (the “UCC”): Accession, Account, Adverse Claim, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account,
Document, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Company Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Money, Proceeds, Securities Account, Security Entitlement, Security, Software, Supporting Obligation and Tangible Chattel Paper. 

(b) In addition, the following terms shall have the meanings set forth below: 

“Collateral” has the meaning provided in Section 2 hereof. 

“Copyright License” means any written agreement, naming any Obligor as licensor, granting any right under any Copyright. 












 “Copyrights” means (a) all registered United States copyrights in all
Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright
Office, and (b) all renewals thereof. 
 “Excluded Equity Interests” means (a) 100% the Equity Interests in any
Unrestricted Subsidiary, (b) 100% of the Equity Interests in any Excluded Subsidiary of the type described in clauses (f), (g) or (h) of the definition thereof, and (c) any voting Equity Interests in any Excluded Subsidiary of the type
described in clauses (a) or (b) of the definition thereof representing more than 65% of such Equity Interests. 
 “Excluded
Property” means: (a) any vehicles or rolling stock, (b) any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien
being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (c) any United States intent-to-use trademark
application, but only to the extent that, and solely during the period if any in which, the grant of a security interest therein would impair the validity or enforceability of any such
intent-to-use trademark application, (d) any Excluded Equity Interests, (e) any property which, subject to the terms of Section 7.10 of the Credit
Agreement, is subject to a Lien of the type described in Section 7.01(x) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, (f) any rights or interest in any lease,
license, contract or other agreement of any Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract
or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests
thereunder (including upon the giving of notice or the lapse of time or both), in each case except to the extent that (i) such prohibition could not be rendered ineffective pursuant to the applicable Uniform Commercial Code or principles of
equity and (ii) such prohibition has not been waived, terminated or eliminated and (g) any other property that the Administrative Agent determines, in its sole discretion, that the expense of attaching and/or perfecting a Lien therein
under applicable Law is excessive in relation to the value of such property. 
 “Patent License” means any agreement,
whether written or oral, providing for the grant by or to a Obligor of any right to manufacture, use or sell any invention covered by a Patent. 

“Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions
thereof, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.


  
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 “Pledged Equity” means, with respect to each Obligor, Equity Interests
owned by such Obligor that are not Excluded Equity Interests, including the Equity Interests of the Subsidiaries owned by such Obligor as set forth on Schedule 1 hereto, in each case together with the certificates (or other agreements or
instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following: 

(1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in
respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and 

(2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving
Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary (other than any Excluded Subsidiary) of an
Obligor. 
 “Secured Obligations” means, without duplication, (a) all Obligations and (b) all costs and expenses
incurred in connection with enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel in accordance with Section 10.04(a) of the Credit Agreement. 

“Termination Date” means the date on which the latest of the following events occurs: 

(a) the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management Services Agreements and Secured Swap Contracts as to which the applicable Cash Management Bank or Swap Bank shall be responsible for making their own arrangements);
and 
 (b) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in an
amount equal to 103% of such L/C Obligations or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made). 

“Trademark License” means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any
Trademark. 
 “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and
(b) all renewals thereof. 

  
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 “Work” means any work that is subject to copyright protection pursuant to
Title 17 of the United States Code. 
 2. Grant of Security Interest in the Collateral. To secure the prompt payment in full when due,
whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest
in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a)
all Accounts; (b) all Money; (c) all Chattel Paper; (d) those certain Commercial Tort Claims set forth on Schedule 2 hereto; (e) all Copyrights; (f) all Copyright Licenses; (g) all Deposit Accounts; (h) all
Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Instruments; (m) all Inventory; (n) all Investment Property; (o) all Letter-of-Credit Rights; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all
Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. 
 Notwithstanding anything to the
contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided, however, that “Excluded Property” shall not include any Proceeds, substitutions or
replacements of any Excluded Property unless such Proceeds, substitutions or replacements would independently constitute Excluded Property. 

The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security
interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. 
 3. Representations and Warranties. Each Obligor
hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that: 
 (a)
Ownership. Each Obligor is the legal and beneficial owner of its Collateral or has other requisite rights in its Collateral and has the right to pledge, sell, assign or transfer the same. There exists no Adverse Claim with respect to the
Pledged Equity of such Obligor. 

  
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 (b) Security Interest/Priority. This Agreement creates a valid security interest in
favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such
Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and
clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the
first priority of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. 

(c) Types of Collateral. None of the Collateral consists of, or is the Proceeds of, As-
Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber. 
 (d) Equipment and Inventory. With
respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee, (ii) mobile
Equipment or Inventory in transit with common carriers or (iii) Equipment absent for repair or refurbishment or absent for other bona fide business purposes. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to
consignment, sale or return, sale on approval or similar arrangement. 
 (e) Authorization of Pledged Equity. All Pledged Equity is
duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights, warrants, options or other rights to purchase of any Person, or equityholder, voting trust or similar
agreements outstanding with respect to, or property that is convertible, into, or that requires the issuance and sale of, any of the Pledged Equity, except to the extent expressly permitted under the Loan Documents. 

(f) No Other Equity Interests. Instruments. Etc. As of the Closing Date, no Obligor owns any certificated Pledged Equity in any
Subsidiary or any intercompany notes that are required to be pledged and delivered to the Administrative Agent hereunder (and in the case of intercompany notes, pursuant to Section 4(a) hereunder) other than as set forth on Schedule 1
hereto, and all such certificated Pledged Equity (other than Pledged Equity in any Immaterial Subsidiary) and such intercompany notes have been delivered to the Administrative Agent. 

(g) Partnership and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent in writing, none of
the Collateral consisting of an interest in a partnership or a limited liability company of a Subsidiary (other than an Immaterial Subsidiary): (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms
expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset. 

  
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 (h) Contracts; Agreements; Licenses. The Obligors have no material contracts,
agreements or licenses which constitute Collateral which prevent the granting of a security interest therein. 
 (i) Consents; Etc.
There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the
perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing
of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof),
(iv) such actions as may be required by Laws affecting the offering and sale of securities, (v) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and
(vi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person
(including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this
Agreement by such Obligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(a) hereof) or by filing
an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office) or (C) the exercise by the Administrative Agent or the holders of the Secured Obligations of the rights and remedies provided for in
this Agreement. 
 (j) Commercial Tort Claims. As of the Closing Date, no Obligor has any Commercial Tort Claims seeking damages in
excess of $250,000 other than as set forth on Schedule 2 hereto. 
 4. Covenants. Each Obligor covenants that until the Termination
Date, such Obligor shall: 
 (a) Instruments/ Pledged Equity/Control. 

(i) If any Indebtedness owed to any Obligors in excess of $250,000 shall be or become evidenced by any Instrument or promissory
note, ensure that such Instrument or promissory note is delivered to the Administrative Agent not later than the next Quarterly Reporting Date, duly endorsed in a manner satisfactory to the Administrative Agent. 

  
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 (ii) Deliver to the Administrative Agent promptly upon the receipt thereof
by or on behalf of an Obligor, and in any event no later than the next Quarterly Reporting Date, all certificates and instruments constituting Pledged Equity of any Subsidiary (other than any Immaterial Subsidiary). Prior to delivery to the
Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Obligor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Pledged Equity shall be delivered in
suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) hereto. 

(b) Filing of Financing Statements, Notices, etc. Each Obligor shall execute and deliver to the Administrative Agent such agreements,
assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may
reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect
and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form of Exhibit 4(c)(i), (C) with regard to Patents, a Notice of Grant
of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the
United States Patent and Trademark Office in the form of Exhibit 4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests
hereunder. Furthermore, each Obligor also hereby irrevocably, until the Termination Date, makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s
attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in
the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining
irrevocable until the Termination Date. Each Obligor hereby agrees that any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative
Agent may in its sole discretion desire to file the same. 
 (c) [Reserved]. 

(d) Commercial Tort Claims. (i) Upon the Administrative Agent’s reasonable request, promptly forward to the Administrative
Agent an updated Schedule 2 listing any and all Commercial Tort Claims by or in favor of such Obligor seeking damages in excess of $500,000 and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such
things as may be reasonably required by the Administrative Agent, or required by Law to create, preserve, perfect and maintain the Administrative Agent’s security interest in any Commercial Tort Claims initiated by or in favor of any Obligor.


  
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 (e) [Reserved]. 

(f) [Reserved.]  

(g) Issuance or Acquisition of Equity Interests in Partnership or Limited Liability Company. Not without executing and delivering, or
causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a
limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC. 

5. Authorization to File Financing Statements. Each Obligor hereby authorizes the Administrative Agent to prepare and file such
financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary in order to perfect and maintain the security interests
granted hereunder in accordance with the UCC (including authorization to describe the Collateral as “all personal property”, “all assets” or words of similar meaning). 

6. Advances. On failure of any Obligor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at
its sole option and in its sole discretion, after five (5) days written notice to the Obligors, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof,
including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the
Administrative Agent may make for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent on
behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except
to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 

  
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 7. Remedies. 

(a) General Remedies. During the continuation of an Event of Default, the Administrative Agent shall have, in addition to the rights and
remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the UCC of the
jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC
applies to the affected Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without
resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Administrative Agent at the expense of the
Obligors any Collateral at any place and time designated by the Administrative Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition
thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Obligors hereby waives to the fullest extent permitted by Law, at any place and time or times, sell and deliver any or all
Collateral held by or for it at public or private sale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own
account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon
such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable to the seller
than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the case of a sale of
Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act
of 1933. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights
of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally
served on or mailed, postage prepaid, to the Obligors in accordance with the notice provisions of Section 10.02 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The
Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Obligor
further acknowledges and agrees that any offer to sell any 

  
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Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the
extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that
such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent shall not be obligated to make any sale
or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable Law, any holder of Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the
Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Administrative Agent may further postpone such sale by
announcement made at such time and place. 
 (b) Remedies relating to Accounts. During the continuation of an Event of Default,
whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of
Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Obligor’s rights against its customers and account debtors, and the Administrative Agent or its
designee may notify any Obligor’s customers and account debtors that the Accounts of such Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or
in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become
due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Obligor
acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Obligor shall
not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent nor the holders of the Secured Obligations shall have any liability or responsibility to any
Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness
of any remittance. Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it
reasonably considers advisable, and the Obligors shall furnish all such 

  
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assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the expense of the
Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the
Accounts and (iii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any
Accounts. 
 (c) Deposit Accounts. Upon the occurrence of an Event of Default and during continuation thereof, the Administrative
Agent may prevent withdrawals or other dispositions of funds in Deposit Accounts maintained with the Administrative Agent. 
 (d)
Access. In addition to the rights and remedies hereunder, during the continuation of an Event of Default, the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to
the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral,
whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

 (e) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the holders of the Secured Obligations to exercise any
right, remedy or option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or any delay by the Administrative Agent or the holders of the Secured Obligations in exercising
the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent
specifically stated, which in the case of the Administrative Agent or the holders of the Secured Obligations shall only be granted as provided herein. To the extent permitted by Law, neither the Administrative Agent, the holders of the Secured
Obligations, nor any party acting as attorney for the Administrative Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross
negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agent and the holders of the Secured Obligations under this Agreement shall be cumulative and not exclusive of any other right or remedy which the
Administrative Agent or the holders of the Secured Obligations may have. 
 (f) Retention of Collateral. In addition to the rights and
remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of
the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.


  
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 (g) Deficiency. In the event that the proceeds of any sale, collection or realization
are insufficient to pay all amounts to which the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the
Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a
court of competent jurisdiction shall determine to be entitled thereto. Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations
of each Obligor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of
the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state Law). 
 8.
Rights of the Administrative Agent. 
 (a) Power of Attorney. In addition to other powers of attorney contained herein, each
Obligor hereby designates and appoints the Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as
attorney-in-fact of such Obligor, irrevocably until the Termination Date and with power of substitution, with authority to take any or all of the following actions
during the continuance of an Event of Default: 
 (i) to demand, collect, settle, compromise, adjust, give discharges and
releases, all as the Administrative Agent may reasonably determine; 
 (ii) to commence and prosecute any actions at any
court for the purposes of collecting any Collateral and enforcing any other right in respect thereof; 
 (iii) to defend,
settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; 

(iv) receive, open and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders,
bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor on behalf of and in the name of such Obligor, or securing, or relating to such
Collateral; 

  
 12 













 (v) sell, assign, transfer, make any agreement in respect of, or otherwise
deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes; 

(vi) adjust and settle claims under any insurance policy relating thereto; 

(vii) execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements,
security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement and in order
to fully consummate all of the transactions contemplated therein; 
 (viii) institute any foreclosure proceedings that the
Administrative Agent may deem appropriate; 
 (ix) to sign and endorse any drafts, assignments, proxies, stock powers,
verifications, notices and other documents relating to the Collateral; 
 (x) to exchange any of the Pledged Equity or other
property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transfer agent, registrar or other
designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; 
 (xi) to vote for a
shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any
transferee to whom the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof; 
 (xii) to pay or
discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; 

(xiii) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all
monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 

(xiv) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in
respect of or arising out of any Collateral; and 

  
 13 













 (xv) do and perform all such other acts and things as the Administrative
Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral. 
 This power of attorney is a power
coupled with an interest and shall be irrevocable until the Termination Date. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted
to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law
in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney
is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral. 
 (b)
Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled
to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto. 
 (c) The Administrative
Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to
preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon
surrendering it or tendering the surrender of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not
have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall
have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Administrative Agent has or is deemed to have
knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the Collateral for sale. 
 (d) Liability
with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of Secured Obligations shall 

  
 14 













 
have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any holder of
Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any
Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement
giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 

(e) Voting and Payment Rights in Respect of the Pledged Equity. 

(i) So long as no Event of Default shall exist, each Obligor may (A) exercise any and all voting and other consensual
rights pertaining to the Pledged Equity of such Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement and (B) receive and retain any and all dividends (other than stock dividends
and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Credit Agreement; and 

(ii) During the continuance of an Event of Default after delivery of written notice from the Administrative Agent, (A) all
rights of an Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i)(A) above shall cease and all such rights shall thereupon become vested in the Administrative Agent which
shall then have the sole right to exercise such voting and other consensual rights, (B) all rights of an Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to
clause (i)(B) above shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (C) all
dividends, principal and interest payments which are received by an Obligor contrary to the provisions of clause (ii)(B) above shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds
of such Obligor, and shall be forthwith paid over to the Administrative Agent as Collateral in the exact form received, to be held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations. 

(f) Releases of Collateral. Without limiting the collateral release obligations set forth in Section 9.10 of the Credit Agreement,
(i) if any Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Obligor, shall promptly execute
and deliver to such Obligor all releases and other 

  
 15 













 
documents, and take such other action, reasonably necessary for the release of the Liens created hereby or by any other Collateral Document on such Collateral (and without limitation of Section
of 9.04 of the Credit Agreement, the Administrative Agent may rely conclusively on a certificate provided to it by any Loan Party upon its reasonable request without further inquiry), and (ii) the Administrative Agent may release any of the
Pledged Equity from this Agreement or may substitute any of the Pledged Equity for other Pledged Equity without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Agreement as to any Pledged
Equity not expressly released or substituted, and this Agreement shall continue as a first priority lien on all Pledged Equity not expressly released or substituted. 

9. Application of Proceeds. Upon the acceleration of the Obligations pursuant to Section 8.02 of the Credit Agreement, any payments
in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any holder of the Secured Obligations in Money or its equivalent, will be applied in reduction of the Secured Obligations in the
order set forth in Section 8.03 of the Credit Agreement. 
 10. Continuing Agreement. 

(a) This Agreement shall remain in full force and effect until the Termination Date, at which time this Agreement and the liens and security
interests granted herein shall be automatically terminated and the Administrative Agent shall, upon the request and at the expense of the Obligors, forthwith provide evidence of the release all of its liens and security interests hereunder and shall
execute and deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination. 

(b) This Agreement shall be automatically reinstated if at any time payment, in whole or in part, for the satisfaction in full of the
Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had
not been made; provided that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements)
incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 

11. Amendments; Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed,
discharged or terminated except as set forth in Section 10.01 of the Credit Agreement; provided that the execution of any Joinder Agreement relating to this Agreement or any update or revision to Schedule 2 hereof delivered by any
Obligor shall not constitute an amendment for purposes of this Section 11 or Section 10.01 of the Credit Agreement. 

  
 16 













 12. Successors in Interest. This Agreement shall be binding upon each Obligor, its
successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Secured Obligations and
their successors and permitted assigns. 
 13. Notices. All notices required or permitted to be given under this Agreement shall be in
conformance with Section 10.02 of the Credit Agreement. 
 14. Counterparts. This Agreement may be executed in any number of
counterparts (and by different parties hereto in different counterparts), each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement. 
 15. Headings. The headings of the sections hereof are provided for convenience only and shall not in
any way affect the interpretation of any provision of this Agreement. 
 16. Governing Law; Submission to Jurisdiction; Venue; WAIVER OF
JURY TRIAL. The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto
agree to such terms. 
 17. Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable,
such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 

18. Entirety. This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the
Secured Obligations, or the transactions contemplated herein and therein. 
 19. Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Administrative
Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security,
liens, security interests or remedies the 

  
 17 













 
Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or
any of the rights of the Administrative Agent or the holders of the Secured Obligations under this Agreement, under any other of the Loan Documents or under any other document relating to the Secured Obligations. 

20. Joinder. At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and
delivering to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional Person will become a party to this Agreement as an
“Obligor” and have all of the rights and obligations of an Obligor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement. 

21. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be
exercised by the Required Lenders. 
 22. Obligor Consent. If the Organizational Documents of any Subsidiary or Laws require the
approval of any Obligor (in its capacity as member, manager, partner or shareholder of such Subsidiary or otherwise) to the admission of the Administrative Agent or any transferee of the Administrative Agent as a member, partner or shareholder of
such Subsidiary, then such Obligor approves the admission of the Administrative Agent or such transferee in connection with the exercise of remedies hereunder 

[SIGNATURE PAGES FOLLOW] 

  
 18 













 Each of the parties hereto has caused a counterpart of this Security and Pledge Agreement to
be duly executed and delivered as of the date first above written. 
  

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

				
		 		 	By:	 	 /s/ Christopher L. Howard

		 		 		 	Name: Christopher L. Howard
		 		 		 	 Title: Executive Vice President, General Counsel and Secretary

			
		 		 	 ACADIA JV HOLDINGS, LLC,
 a Delaware
limited liability company,

		 		 	 ACADIA LAPLACE HOLDINGS, LLC,
 a
Delaware limited liability company,

		 		 	 ACADIA MANAGEMENT COMPANY, LLC,
 a
Delaware limited liability company,

		 		 	 ACADIA MERGER SUB, LLC,
 a Delaware
limited liability company,

		 		 	 ACADIA READING HOLDINGS, LLC,
 a
Delaware limited liability company,

		 		 	 ACADIANA ADDICTION CENTER, LLC,
 a
Delaware limited liability company,

		 		 	 ADVANCED TREATMENT SYSTEMS, LLC,
 a
Virginia limited liability company,

		 		 	 ASPEN EDUCATION GROUP, INC.,
 a
California corporation,

		 		 	 ASPEN YOUTH, INC.,
 a California
corporation,

		 		 	 ATS OF CECIL COUNTY, LLC,
 a
Virginia limited liability company,

		 		 	 ATS OF DELAWARE, LLC,
 a Virginia
limited liability company,

		 		 	 ATS OF NORTH CAROLINA, LLC,
 a
Virginia limited liability company,

		 		 	 AUSTIN BEHAVIORAL HOSPITAL, LLC,
 a
Delaware limited liability company,

		 		 	 BATON ROUGE TREATMENT CENTER, LLC,

a Louisiana limited liability company,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	 Name: Christopher L. Howard
 Title:
  Vice President and Secretary


 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 BAYSIDE MARIN, INC.,

a Delaware corporation,

		 		 	 BCA OF DETROIT, LLC,

a Delaware limited liability company,

		 		 	 BECKLEY TREATMENT CENTER, LLC,

a West Virginia limited liability company,

		 		 	 BELMONT BEHAVIORAL HOSPITAL, LLC,

a Delaware limited liability company,

		 		 	 BGI OF BRANDYWINE, LLC,

a Virginia limited liability company,

		 		 	 BOWLING GREEN INN OF PENSACOLA, LLC,

a Virginia limited liability company,

		 		 	 BOWLING GREEN INN OF SOUTH DAKOTA, INC.,

a Virginia corporation,

		 		 	 CALIFORNIA TREATMENT SERVICES, LLC,

a California limited liability company,

		 		 	 CARTERSVILLE CENTER, LLC,

a Georgia limited liability company,

		 		 	 CASCADE BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company,

		 		 	 CASCADE BEHAVIORAL HOSPITAL, LLC,

a Delaware limited liability company,

		 		 	 CENTER FOR BEHAVIORAL HEALTH - HA, LLC,

a Pennsylvania limited liability company

		 		 	 CENTER FOR BEHAVIORAL HEALTH-ME, INC.,

a Maine corporation

		 		 	 CENTER FOR BEHAVIORAL HEALTH-PA, LLC,

a Pennsylvania limited liability company,

		 		 	 CHARLESTON TREATMENT CENTER, LLC,

a West Virginia limited liability company,

		 		 	 CLARKSBURG TREATMENT CENTER, LLC,

a West Virginia limited liability company,

		 		 	 CLEARBROOK TREATMENT CENTERS, LLC,

a Pennsylvania limited liability company,

		 		 	 COMMODORE ACQUISITION SUB, LLC,

a Delaware limited liability company,

		 		 	 CONWAY BEHAVIORAL HEALTH, LLC,

a Delaware limited liability company,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	Name: Christopher L. Howard
		 		 	Title:   Vice President and Secretary

 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 CRC ED TREATMENT, LLC,
 a Delaware
limited liability company,

		 		 	 CRC GROUP, LLC,
 a Delaware limited
liability company,

		 		 	 CRC HEALTH OREGON, LLC,
 an Oregon
limited liability company,

		 		 	 CRC HEALTH, LLC,
 a Delaware limited
liability company,

		 		 	 CRC RECOVERY, INC.,
 a Delaware
corporation,

		 		 	 CRC WISCONSIN RD, LLC,
 a Wisconsin
limited liability company,

		 		 	 CROSSROADS REGIONAL HOSPITAL, LLC,

a Delaware limited liability company,

		 		 	 DETROIT BEHAVIORAL INSTITUTE, LLC,

a Massachusetts limited liability company,

		 		 	 DISCOVERY HOUSE CC, LLC,
 a
Pennsylvania limited liability company

		 		 	 DISCOVERY HOUSE CU, LLC,
 a
Pennsylvania limited liability company,

		 		 	 DISCOVERY HOUSE OF CENTRAL MAINE, INC.,

a Maine corporation,

		 		 	 DISCOVERY HOUSE TV, INC.,
 a Utah
corporation,

		 		 	 DISCOVERY HOUSE UTAH, INC.,
 a Utah
corporation,

		 		 	 DISCOVERY HOUSE WC INC.,
 a Maine
corporation,

		 		 	 DISCOVERY HOUSE, LLC,
 a
Pennsylvania limited liability company,

		 		 	 DISCOVERY HOUSE-BC, LLC,

a Pennsylvania limited liability company,

		 		 	 DISCOVERY HOUSE-BR, INC.,

a Maine corporation,

		 		 	 DISCOVERY HOUSE-GROUP, LLC,
 a
Delaware limited liability company,

		 		 	 DISCOVERY HOUSE-LT, INC.,

a Utah corporation,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	 Name: Christopher L. Howard
 Title:
  Vice President and Secretary


 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 DISCOVERY HOUSE-NC, LLC,

a Pennsylvania limited liability company,

		 		 	 DISCOVERY HOUSE-UC, INC.,

a Utah corporation,

		 		 	 DUFFY’S NAPA VALLEY REHAB, LLC,

a Delaware limited liability company,

		 		 	 EAST INDIANA TREATMENT CENTER, LLC,

an Indiana limited liability company,

		 		 	 EL PASO BEHAVIORAL HOSPITAL, LLC,
 a
Delaware limited liability company,

		 		 	 EVANSVILLE TREATMENT CENTER, LLC,

an Indiana limited liability company,

		 		 	 FOUR CIRCLES RECOVERY CENTER, LLC,

a Delaware limited liability company,

		 		 	 GALAX TREATMENT CENTER, LLC,
 a
Virginia limited liability company,

		 		 	 GIFFORD STREET WELLNESS CENTER, LLC,

a Delaware limited liability company,

		 		 	 GREENBRIER ACQUISITION, LLC,
 a
Delaware limited liability company,

		 		 	 GREENBRIER HOLDINGS, L.L.C.,
 a
Louisiana limited liability company,

		 		 	 GREENBRIER HOSPITAL, L.L.C.,
 a
Louisiana limited liability company,

		 		 	 GREENLEAF CENTER, LLC,
 a Delaware
limited liability company,

		 		 	 HABILITATION CENTER, LLC,
 an
Arkansas limited liability company,

		 		 	 HABIT OPCO, LLC,
 a Delaware limited
liability company,

		 		 	 HERMITAGE BEHAVIORAL, LLC,
 a
Delaware limited liability company,

		 		 	 HMIH CEDAR CREST, LLC,
 a Delaware
limited liability company,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	 Name: Christopher L. Howard
 Title:
  Vice President and Secretary


 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 HUNTINGTON TREATMENT CENTER, LLC,
 a
West Virginia limited liability company,

		 		 	 INDIANAPOLIS TREATMENT CENTER, LLC,

an Indiana limited liability company,

		 		 	 KIDS BEHAVIORAL HEALTH OF MONTANA, INC.,

a Montana corporation,

		 		 	 LAKELAND HOSPITAL ACQUISITION, LLC,

a Georgia limited liability company,

		 		 	 MCCALLUM GROUP, LLC,
 a Missouri
limited liability company,

		 		 	 MILLCREEK SCHOOL OF ARKANSAS, LLC,

an Arkansas limited liability company

		 		 	 MILLCREEK SCHOOLS, LLC,
 a
Mississippi limited liability company,

		 		 	 MILWAUKEE HEALTH SERVICES SYSTEM, LLC,

a California limited liability company,

		 		 	 MISSION TREATMENT CENTERS, INC.,
 a
Nevada corporation,

		 		 	 MISSION TREATMENT SERVICES, INC.,
 a
California corporation,

		 		 	 OHIO HOSPITAL FOR PSYCHIATRY, LLC,

an Ohio limited liability company,

		 		 	 OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,

an Indiana corporation,

		 		 	 PARKERSBURG TREATMENT CENTER, LLC,

a West Virginia limited liability company,

		 		 	 PHC MEADOWWOOD, LLC,
 a Delaware
limited liability company,

		 		 	 PHC OF MICHIGAN, LLC,
 a
Massachusetts limited liability company,

		 		 	 PHC OF NEVADA, INC.,
 a
Massachusetts corporation,

		 		 	 PHC OF UTAH, INC.,
 a Massachusetts
corporation,

		 		 	 PHC OF VIRGINIA, LLC,
 a
Massachusetts limited liability company,

		 		 	 PINEY RIDGE TREATMENT CENTER, LLC,

a Delaware limited liability company,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	 Name: Christopher L. Howard
 Title:
  Vice President and Secretary


 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 POCONO MOUNTAIN RECOVERY CENTER LAND LLC,

a Pennsylvania limited liability company,

		 		 	 PSYCHIATRIC RESOURCE PARTNERS, LLC,

a Delaware limited liability company,

		 		 	 QUALITY ADDICTION MANAGEMENT, INC.,

a Wisconsin corporation,

		 		 	 R.I.S.A.T., LLC,
 a Rhode Island
limited liability company

		 		 	 REBOUND BEHAVIORAL HEALTH, LLC,
 a
South Carolina limited liability company,

		 		 	 RED RIVER HOLDING COMPANY, LLC,
 a
Delaware limited liability company,

		 		 	 RED RIVER HOSPITAL, LLC,
 a Delaware
limited liability company,

		 		 	 REHABILITATION CENTERS, LLC,
 a
Mississippi limited liability company,

		 		 	 RESOLUTE ACQUISITION CORPORATION,

an Indiana corporation,

		 		 	 RICHMOND TREATMENT CENTER, LLC,
 an
Indiana limited liability company,

		 		 	 RIVERVIEW BEHAVIORAL HEALTH, LLC,
 a
Texas limited liability company,

		 		 	 RIVERWOODS BEHAVIORAL HEALTH, LLC,

a Delaware limited liability company,

		 		 	 ROCK CREST LLC LIMITED LIABILITY COMPANY,

a Pennsylvania limited liability company,

		 		 	 ROLLING HILLS HOSPITAL, LLC,
 an
Oklahoma limited liability company,

		 		 	 RTC RESOURCE ACQUISITION CORPORATION,

an Indiana corporation,

		 		 	 SAHARA HEALTH SYSTEMS, L.L.C.,
 a
Louisiana limited liability company,

		 		 	 SAN DIEGO HEALTH ALLIANCE,
 a
California corporation,

		 		 	 SAN DIEGO TREATMENT SERVICES, LLC,

a California limited liability company,

		 		 	 SERENITY KNOLLS,
 a California
corporation,

		 		 	 SEVEN HILLS HOSPITAL, LLC,
 a
Delaware limited liability company,

				
		 		 	By:   	 	 /s/ Christopher L. Howard

		 		 	 Name: Christopher L. Howard
 Title:
  Vice President and Secretary


 [SIGNATURE PAGES CONTINUE] 













							
		 		 	 SHAKER CLINIC, LLC,
 an Ohio limited
liability company,

		 		 	 SHELTERED LIVING INCORPORATED,
 a
Texas corporation,

		 		 	 SIERRA TUCSON, LLC,
 a Delaware
limited liability company,

		 		 	 SOBER LIVING BY THE SEA, INC.,
 a
California corporation,

		 		 	 SONORA BEHAVIORAL HEALTH HOSPITAL, LLC,

a Delaware limited liability company,

		 		 	 SOUTHERN INDIANA TREATMENT CENTER, LLC,

a Indiana limited liability company,

		 		 	 SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,

an Arizona corporation,

		 		 	 SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC,

a Pennsylvania limited liability company,

		 		 	 STRUCTURE HOUSE, LLC,
 a Delaware
limited liability company,

		 		 	 SUWS OF THE CAROLINAS, INC.,
 a
Delaware corporation,

		 		 	 TEN BROECK TAMPA, LLC,
 a Florida
limited liability company,

		 		 	 TEXARKANA BEHAVIORAL ASSOCIATES, L.C.,

a Texas limited liability company,

		 		 	 THE CAMP RECOVERY CENTER, LLC,
 a
California limited liability company,

		 		 	 THE PAVILION AT HEALTHPARK, LLC,
 a
Florida limited liability company,

		 		 	 THE REFUGE, A HEALING PLACE, LLC,
 a
Florida limited liability company,

		 		 	 TK BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company,

		 		 	 TK BEHAVIORAL, LLC,
 a Delaware
limited liability company,

		 		 	 TRANSCULTURAL HEALTH DEVELOPMENT, INC.,

a California corporation,

		 		 	 TREATMENT ASSOCIATES, INC.,
 a
California corporation,

		 		 	 VALLEY BEHAVIORAL HEALTH SYSTEM, LLC,

a Delaware limited liability company,

				
		 		 	By:	 	 /s/ Christopher L. Howard

		 		 	Name:	 	Christopher L. Howard
		 		 	Title:	 	Vice President and Secretary

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		 		 	 VERMILION HOSPITAL, LLC,
 a Delaware
limited liability company,

		 		 	 VILLAGE BEHAVIORAL HEALTH, LLC,
 a
Delaware limited liability company,

		 		 	 VIRGINIA TREATMENT CENTER, LLC,
 a
Virginia limited liability company,

		 		 	 VISTA BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company,

		 		 	 VISTA BEHAVIORAL HOSPITAL, LLC,
 a
Delaware limited liability company,

		 		 	 WCHS, INC.,
 a California
corporation,

		 		 	 WELLPLACE, LLC,
 a Massachusetts
limited liability company,

		 		 	 WHEELING TREATMENT CENTER, LLC,
 a
West Virginia limited liability company,

		 		 	 WHITE DEER REALTY, LLC,
 a
Pennsylvania limited liability company,

		 		 	 WHITE DEER RUN, LLC,
 a Pennsylvania
limited liability company,

		 		 	 WICHITA TREATMENT CENTER INC.,
 a
Kansas corporation,

		 		 	 WILLIAMSON TREATMENT CENTER, LLC,
 a
West Virginia limited liability company,

		 		 	 WILMINGTON TREATMENT CENTER, LLC,
 a
Virginia limited liability company,

		 		 	 YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC.,

a New Mexico corporation,

		 		 	 YOUTH CARE OF UTAH, INC.,
 a
Delaware corporation

				
		 		 	By:	 	 /s/ Christopher L. Howard

		 		 	Name:	 	Christopher L. Howard
		 		 	Title:	 	Vice President and Secretary














			
	 Accepted and agreed to as of the date first above written.

 
 BANK OF AMERICA, N.A.,

as Administrative Agent

		
	By:	 	 /s/ Linda Lov

		 	Name: Linda Lov
		 	Title: Assistant Vice President