Fourth Amendment to the Credit Agreement



 Exhibit 10.5 
 FOURTH AMENDMENT 
 THIS FOURTH AMENDMENT (this
“Amendment”), dated as of March 1, 2012, 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, by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; 

WHEREAS, the Borrower has requested an increase in the Aggregate Revolving Commitments by $45 million, an increase in the Term Loan
Commitments by $25 million and certain other modifications to the Credit Agreement; and 
 WHEREAS, each Lender (including each
New Lender (defined below) that has agreed to provide a new Revolving Commitment or a new Term Loan Commitment) has agreed to such requested increases and 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. Increase in
the Aggregate Revolving Commitments. 
 (a) The Aggregate Revolving Commitments are increased by $45 million
to $75 million. 
 (b) The Revolving Commitment of (i) each Lender providing a portion of the increase in
the Aggregate Revolving Commitments is amended to equal the amount set forth opposite such Lender’s name on the amended Schedule 2.01 of the Credit Agreement attached hereto as Exhibit A (the “Amended Schedule
2.01”) and (ii) each other Lender is set forth on the Amended Schedule 2.01. 
 (c) Immediately
after giving effect to the increase of the Aggregate Revolving Commitments and the amendment of the amount of each applicable Lender’s Revolving Commitment as set forth on the Amended Schedule 2.01, (i) each New Lender with a Revolving
Commitment shall be deemed to have purchased from (A) the L/C Issuer a risk participation in each outstanding Letter of Credit issued by the L/C Issuer in an amount equal to the product of such New Lender’s Applicable Percentage
times the amount of such Letter of Credit and (B) the Swing Line Lender a risk participation in each outstanding Swing Line Loan made by such Swing Line Lender in an amount equal to the product of such New Lender’s Applicable
Percentage times the amount of such Swing Line Loan and (ii) the Administrative Agent shall reallocate the 







 
risk participation of each other Lender with a Revolving Commitment in each outstanding Letter of Credit and outstanding Swing Line Loan so that (A) the risk participation of such Lender in
each outstanding Letter of Credit issued by the L/C Issuer equals the product of such Lender’s Applicable Percentage (after giving to such increase of the Aggregate Revolving Commitments) times the amount of such Letter of Credit and
(B) the risk participation of such Lender in each outstanding Swing Line Loan made by such Swing Line Lender equals the product of such Lender’s Applicable Percentage (after giving to such increase of the Aggregate Revolving Commitments)
times the amount of such Swing Line Loan. 
 (d) In accordance with Section 2.13 of the Credit
Agreement, if any Revolving Loans are then outstanding, each Lender which has increased its Revolving Commitment pursuant to this Amendment (including each New Lender with a Revolving Commitment) shall make Revolving Loans the proceeds of which
shall be applied by the Administrative Agent to prepay Revolving Loans of the existing Lenders (such prepayment to be subject to Section 3.05 of the Credit Agreement) in an amount necessary such that after giving effect to such
prepayment each Lender with a Revolving Commitment will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. 
 3. Increase in the Term Loan Commitments. 
 (a) The Term
Loan Commitments are increased by $25 million. 
 (b) The Term Loan Commitment of each Lender providing a portion
of the increase of the Term Loan Commitments is amended to equal the amount set forth opposite such Lender’s name on the Amended Schedule 2.01. 
 (c) Each Lender which has increased its Term Loan Commitment pursuant to this Amendment (including each New Lender with a Term Loan Commitment) agrees to make a term loan to the Borrower in Dollars on the
date hereof in the amount of the increase in such Lender’s Term Loan Commitment. Each term loan made by a Lender pursuant to this clause (c) shall be a part of the Term Loan, deemed to be incurred under Section 2.01(b) of the Credit
Agreement, shall increase the Outstanding Amount of the Term Loan and shall be subject to all of the terms and conditions applicable to the Term Loan. 
 4. Amendments. The Credit Agreement is amended as follows: 
  

	 	4.1	The definition of “Aggregate Revolving Commitments” in Section 1.01 is amended to read as follows: 


“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate
Revolving Commitments in effect on the effective date of the Fourth Amendment to this Agreement is SEVENTY FIVE MILLION DOLLARS ($75,000,000). 
  

	 	4.2	In the definition of “Applicable Rate” the second to last sentence is amended to read as follows: 


The Applicable Rate in effect from the effective date of the Fourth Amendment to this Agreement through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b) for the fiscal quarter 

  
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ending March 31, 2012 shall be determined based on the Consolidated Leverage Ratio set forth in the Pro Forma Compliance Certificate delivered pursuant to Section 6.(h) of the
Fourth Amendment to this Agreement. 
  

	 	4.3	In the definition of “Consolidated EBITDA” in Section 1.01, the “and” after clause (b)(xxiv) is deleted and the following is added immediately
following clause (b)(xxv): 

 and (xxvi) any financial advisory fees, accounting fees, legal fees and other
similar advisory and consulting fees, management fees, transaction fees and out-of-pocket expenses incurred as a result of the Acquisition of certain assets from Haven Behavioral Healthcare, Inc. and its Subsidiaries and the Fourth Amendment to this
Agreement in an aggregate amount not to exceed $700,000 provided that such fees and expenses are incurred within 120 days after the effective date of the Fourth Amendment to this Agreement; 

 

	 	4.4	In the definition of “Permitted Acquisition” in Section 1.01, the comma after clause (f) is deleted, an “and” is inserted between clauses
(f) and (g), a period is inserted after clause (g) and clause (h) (including the proviso) is deleted in its entirety. 

  

	 	4.5	The definition of “Term Loan Commitment” in Section 1.01 is amended to read as follows: 


“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower
pursuant to Section 2.01(b) or Section 3 of the Fourth Amendment to this Agreement, in the principal amount set forth opposite such Lender’s name on Schedule 2.01 or Exhibit A to the Fourth Amendment to this Agreement.

  

	 	4.6	The table in Section 2.07(c) is amended to read as follows: 

  

					
	 Payment Dates
	  	Principal Amortization
Payment	 
	 June 30, 2011
	  	$	1,687,500	  
	 September 30, 2011
	  	$	1,687,500	  
	 December 31, 2011
	  	$	1,687,500	  
	 March 31, 2012
	  	$	2,000,000	  
	 June 30, 2012
	  	$	2,000,000	  
	 September 30, 2012
	  	$	2,000,000	  
	 December 31, 2012
	  	$	2,000,000	  
	 March 31, 2013
	  	$	2,000,000	  
	 June 30, 2013
	  	$	4,000,000	  
	 September 30, 2013
	  	$	4,000,000	  
	 December 31, 2013
	  	$	4,000,000	  
	 March 31, 2014
	  	$	4,000,000	  
	 June 30, 2014
	  	$	5,000,000	  
	 September 30, 2014
	  	$	5,000,000	  
	 December 31, 2014
	  	$	5,000,000	  
	 March 31, 2015
	  	$	5,000,000	  
	 June 30, 2015
	  	$	6,000,000	  
	 September 30, 2015
	  	$	6,000,000	  
	 December 31, 2015
	  	$	6,000,000	  
	 Maturity Date
	  	 
  
	Outstanding Principal

Balance of the Term Loan
	  
   



  
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	 	4.7	Schedule 2.01 is amended to read as set forth on Exhibit A hereto. 

 5. New Lender. From and after the date hereof, each Person identified on the signature pages hereto as a Lender that is not a party to the Credit Agreement immediately prior to giving effect to
this Amendment (each, a “New Lender”) shall be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents as if such Person had executed the Credit Agreement. 
 6. Post-Closing. The Administrative Agent shall have received (i) an amendment to each Mortgage and (ii) endorsements to each title insurance policy related to such Mortgage, each in form
and substance reasonably satisfactory to the Administrative Agent, within thirty (30) days of the Effective Date (or such long time as the Administrative Agent may agree in its sole discretion). 

7. Conditions Precedent. This Amendment shall become effective as of the date hereof after each of the following conditions is
satisfied (such date the “Effective Date”): 
 (a) Amendment. Receipt by the
Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, each Lender (including each New Lender (defined below) that has agreed to provide a new Revolving Commitment or a new Term Loan Commitment), the L/C
Issuer, the Swingline Lender and the Administrative Agent. 
 (b) Resolutions. Receipt by the
Administrative Agent of resolutions adopted by the board of directors (or equivalent governing body) of each Loan Party approving this Amendment and the transactions contemplated hereby, in each case certified by a secretary or assistant secretary
of such Loan Party, as applicable, to be true and correct as of the Effective Date and in each case in form and substance reasonably satisfactory to the Administrative Agent. 

(c) Opinions of Counsel. Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties and
any other local real estate counsel reasonably required by the Administrative Agent, in each case, addressed to the Administrative Agent and each Lender, dated as of the Effective Date, and in each case in form and substance reasonably satisfactory
to the Administrative Agent. 
 (d) Haven Acquisition. 

(i) The Administrative Agent shall have received copies of the Membership Interest Purchase Agreement (including the
disclosure schedules thereto) dated December 30, 2011 between Hermitage Behavioral, LLC and Haven Behavioral Healthcare Holdings, LLC (“Haven Holdings”) and Haven Behavioral Healthcare, Inc. (together with Haven Holdings,
“Haven”) and all other documents, agreements and instruments entered into in connection therewith (the “Haven Acquisition Documents”) certified by a Responsible Officer of the Borrower as true and complete and in
full force and effect as of the date hereof, each in form and substance reasonably satisfactory to the 

  
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Administrative Agent. The Board of Directors of Haven shall have approved the acquisition by the Borrower of certain assets of Haven (the “Haven Acquisition”) as set forth in the
Haven Acquisition Documents (and such approval shall continue until the consummation of the Haven Acquisition). 

(ii) Substantially contemporaneous with the occurrence of the Effective Date the Have Acquisition shall have been
consummated substantially in accordance with the Haven Acquisition Documents and in compliance in all material respects with applicable Law. 
 (e) Consents. The Borrower shall have received all necessary governmental, shareholder and third party consents necessary in connection with the Haven Acquisition, the transactions contemplated by
this Amendment and the use of proceeds of any Credit Extensions made on the Effective Date (the “Haven Transaction”); and all applicable waiting periods shall have expired without any action being taken by any authority that could
reasonably be expected to restrain, prevent or impose any material and adverse conditions on the Haven Transaction. 
 (f) Pro Forma Financial Statements; Forecasts. At least three (3) Business Days prior to the Effective Date the Administrative Agent shall have received the following, each in form and detail
consistent with pro forma consolidated financial statements and consolidated forecasts delivered to the Administrative Agent on or prior to the Closing Date or otherwise in form and detail reasonably satisfactory to the Administrative Agent:
(i) pro forma consolidated financial statements as to the Borrower and its Subsidiaries giving effect to all elements of the Haven Transaction to be effected on or before the Effective Date and (ii) consolidated forecasts prepared by
management of the Borrower of balance sheets, income statements and cash flow statements as to the Borrower and its Subsidiaries on a quarterly basis for the first year following the Effective Date and on an annual basis for each year thereafter
during the term of the Credit Agreement. 
 (g) Representations and Warranties; No Default; Closing
Certificate. 
 (i) The representations and warranties of each Loan Party contained in Article VI of
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 such other Loan Document shall be true and correct in all material respects on and as
of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. 

(ii) No Default shall exist on the Effective Date or would exist after giving effect to this Amendment or the use of
proceeds of any Credit Extension to be made on the Effective Date. 
 (iii) Receipt by the Administrative Agent
of a certificate signed by a Responsible Officer of the Borrower as of the Effective Date certifying that each of the conditions specified in Sections 5(d), (5)(e), (5)(g)(i) and (5)(g)(ii) have been satisfied
on and as of the Effective Date. 
 (h) Pro Forma Compliance Certificate. At least three (3) Business
Days prior to the Effective Date the Borrower shall have delivered a Pro Forma Compliance Certificate to the 

  
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Administrative Agent demonstrating that after giving effect the Haven Transaction on a Pro Forma Basis (A) the Loan Parties would be in compliance with the financial covenants set forth in
Section 8.11 of the Credit Agreement recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) of the Credit
Agreement (the “Applicable Period”), (ii) the Consolidated Leverage Ratio recomputed as of the end of the Applicable Period would be 0.25 less than the maximum Consolidated Leverage Ratio permitted under Section 8.11(a) of
the Credit Agreement as of the end of the Applicable Period and (iii) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the Applicable Period would be 0.25 less than the maximum Consolidated Senior Secured Leverage
Ratio permitted under Section 8.11(b) as of the end of the Applicable Period. 
 (i) Availability.
After giving effect to the Haven Transaction there shall be an aggregate of at least $5 million consisting of any combination of availability existing under the Aggregate Revolving Commitments and Qualified Cash. 

(j) Payment of Fees. The Borrower shall have paid to the Administrative Agent and each Lender all fees required to
be paid on or prior to the Effective Date. 
 (k) Payment of Expenses. The Borrower shall have paid all
other accrued reasonable and documented out-of-pocket expenses of the Lead Arranger and the Administrative Agent (including the fees and expenses of (i) one primary outside counsel to the Administrative Agent and (ii) if this Amendment
requires an amendment to any Mortgage, local real estate counsel for the Administrative Agent located in the state where the real property subject to such Mortgage is located) in connection with this Amendment, in each case to the extent required by
Section 11.04 of the Credit Agreement. 
 8. 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. 
 9. 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. 
 10. 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. 
 11. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan
Documents shall remain in full force and effect. 
 12. 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. 

  
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 13. 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]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly
executed as of the date first above written. 
  

									
	BORROWER:	 		 	ACADIA HEALTHCARE COMPANY, INC.,	 	
		 		 	a Delaware corporation	 	
					
		 		 	By:	 	 /s/ Christopher L. Howard
	 	
		 		 	Name:	 	Christopher L. Howard	 	
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary	 	
			
	GUARANTORS:	 		 	ACADIA MANAGEMENT COMPANY, INC., a Delaware corporation
		 		 	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/ Christopher L. Howard
	 	
		 		 	Name:	 	Christopher L. Howard
		 		 	Title:	 	Vice President and Secretary

 [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
		 		 	WELLPLACE, INC., a Massachusetts corporation
		 		 	DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
		 		 	RENAISSANCE RECOVERY, INC., a Massachusetts corporation
		 		 	PHC OF MICHIGAN, INC., a Massachusetts corporation
		 		 	PHC MEADOWWOOD, INC., a Delaware corporation
		 		 	PHC OF UTAH, INC., a Massachusetts corporation
		 		 	PHC OF VIRGINIA, INC., a Massachusetts corporation
		 		 	PHC OF NEVADA, INC., a Massachusetts corporation
		 		 	SEVEN HILLS HOSPITAL, INC., a Delaware corporation
		 		 	BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation
		 		 	REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company
		 		 	PSYCHIATRIC RESOURCE PARTNERS, INC., a Delaware limited liability company
		 		 	SUNCOAST BEHAVIORAL, LLC, a Delaware limited liability company
		 		 	ACADIA MERGER SUB, LLC, a Delaware limited liability company
					
		 		 	By:	 	 /s/ Christopher L. Howard
	 	
		 		 	Name:	 	Christopher L. Howard
		 		 	Title:	 	Vice President and Secretary

 [SIGNATURE PAGES FOLLOW] 








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

 [SIGNATURE PAGES FOLLOW] 
  


									
	NEW LENDERS:	 		 	JEFFERIES FINANCE LLC
					
		 		 	By:	 	 /s/ E. Joseph Hess
	 	
		 		 	Name:	 	E. Joseph Hess	 	
		 		 	Title:	 	Managing Director	 	

 [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:	 	 /s/ William D. Priester
	 	
		 		 	Name:	 	William D. Priester	 	
		 		 	Title:	 	Vice President	 	
			
		 		 	CITIBANK, N.A.
					
		 		 	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:	 	 /s/ Alexander L. Rody
	 	
		 		 	Name:	 	Alexander L. Rody	 	
		 		 	Title:	 	Senior Vice President	 	
			
		 		 	ROYAL BANK OF CANADA
					
		 		 	By:	 	 /s/ Sharon M. Liss
	 	
		 		 	Name:	 	Sharon M. Liss	 	
		 		 	Title:	 	Authorized Signatory	 	
			
		 		 	FIRST TENNESSEE BANK
					
		 		 	By:	 	 /s/ Cathy Wind
	 	
		 		 	Name:	 	Cathy Wind	 	
		 		 	Title:	 	Senior Vice President	 	
			
		 		 	CAPSTAR BANK
					
		 		 	By:	 	 /s/ Timothy B. Fouts
	 	
		 		 	Name:	 	Timothy B. Fouts	 	
		 		 	Title:	 	Senior Vice President	 	

 [SIGNATURE PAGES FOLLOW] 








									
		 		 	GE CAPITAL FINANCIAL INC.
					
		 		 	By:	 	 /s/ Heather-Leigh Glade
	 	
		 		 	Name:	 	Heather-Leigh Glade	 	
		 		 	Title:	 	Duly Authorized Signatory	 	
			
		 		 	GENERAL ELECTRIC CAPITAL CORPORATION
					
		 		 	By:	 	 /s/ John Dale
	 	
		 		 	Name:	 	John Dale	 	
		 		 	Title:	 	Duly Authorized Signatory	 	








 EXHIBIT A 
 SCHEDULE 2.01 
 Commitments and Applicable Percentages 

Revolving Commitments as of the effective date of the Fourth Amendment to this Agreement 

 

									
	 Revolving Commit Lender
	  	Revolving
Commitment	 	  	Applicable
Percentage	 
			
	 Bank of America, N.A.
	  	$	7,034,983.73	  	  	 	9.379978307	% 
	 Fifth Third Bank
	  	$	7,531,250.00	  	  	 	10.041666667	% 
	 Regions Bank
	  	$	8,732,386.37	  	  	 	11.643181827	% 
	 GE Capital Financial Inc.
	  	$	4,914,204.55	  	  	 	6.552272733	% 
	 General Electric Capital Corporation
	  	$	3,818,181.82	  	  	 	5.090909093	% 
	 Citibank, N.A.
	  	$	13,610,064.94	  	  	 	18.146753253	% 
	 Raymond James Bank
	  	$	2,454,545.45	  	  	 	3.272727267	% 
	 Royal Bank of Canada
	  	$	8,829,707.80	  	  	 	11.772943733	% 
	 Jefferies
	  	$	13,242,857.14	  	  	 	17.657142853	% 
	 First Tennessee Bank
	  	$	2,658,279.23	  	  	 	3.544372307	% 
	 CapStar Bank
	  	$	2,173,538.97	  	  	 	2.898051960	% 
		  	  
	  
	 	  	  
	  
	 
			
	 Total:
	  	$	75,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 

 Term Loan Commitments advanced on the effective date of the Fourth Amendment 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Applicable
Percentage	 
			
	 Bank of America, N.A.
	  	$	372,970.76	  	  	 	1.491883040	% 
	 Fifth Third Bank
	  	$	1,406,250.00	  	  	 	5.625000000	% 
	 Regions Bank
	  	$	2,730,113.64	  	  	 	10.920454560	% 
	 GE Capital Financial Inc.
	  	$	2,730,113.64	  	  	 	10.920454560	% 
	 General Electric Capital Corporation
	  	$	0.00	  	  	 	0.00000000	% 
	 Citibank, N.A.
	  	$	5,439,935.07	  	  	 	21.759740280	% 
	 Raymond James Bank
	  	$	0.00	  	  	 	0.00000000	% 
	 Royal Bank of Canada
	  	$	3,895,292.21	  	  	 	15.581168840	% 
	 Jefferies
	  	$	7,357,142.86	  	  	 	29.428571440	% 
	 First Tennessee Bank
	  	$	466,720.78	  	  	 	1.866883120	% 
	 CapStar Bank
	  	$	601,461.04	  	  	 	2.405844160	% 
		  	  
	  
	 	  	  
	  
	 
			
	 Total:
	  	$	25,000,000.00	  	  	 	100.000000000	%