exv10w4






Exhibit 10.4




SECOND AMENDMENT




     THIS SECOND AMENDMENT (this “Amendment”) dated as of July 12, 2011 to the Credit
Agreement referenced below is by and among Acadia Healthcare Company, Inc. (f/k/a Acadia Healthcare
Company, LLC), a Delaware corporation (the “Borrower”), the Guarantors identified on the
signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America,
N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative
Agent”).



W I T N E S S E T H



     WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant
to the Credit Agreement (as amended, modified, supplemented, increased and extended from time to
time, the “Credit Agreement”) dated as of April 1, 2011 among the Borrower, the Guarantors
identified therein, the Lenders identified therein and the Administrative Agent;



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



     WHEREAS, the Required Lenders and the Required Revolving Lenders have agreed to the requested
modifications to the Credit Agreement on the terms and conditions set forth herein.



     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Defined Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings provided to such terms in the Credit Agreement.



     2. Amendments. The Credit Agreement is amended as follows:




	 	3.1	 	In Section 1.01 the following definitions are inserted in alphabetical order:






“Bridge Senior Unsecured Indebtedness” has the meaning specified in
Section 8.03(m). If any Indebtedness constitutes Bridge Senior Unsecured
Indebtedness and Permanent Senior Unsecured Indebtedness, then such Indebtedness
shall be deemed Permanent Senior Unsecured Indebtedness; provided that,
notwithstanding the foregoing, any rollover loan or exchange notes issued in
exchange of Bridge Senior Unsecured Indebtedness shall constitute Bridge Senior
Unsecured Indebtedness.




“Consolidated Senior Secured Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness (other than Funded
Indebtedness that is not secured by a Lien on any property of the Borrower or any
Subsidiary) as of such date to (b) Consolidated EBITDA for the period of the four
fiscal quarters most recently ended.




“Deficiency Note” has the meaning specified in Section 8.03(m).




“Interest Rate Cap” means the “Interest Rate Cap” for the “Bridge Loan
Facility” as defined in Section 3 of the redacted copy of the Fee Letter dated May
23, 2011 between Jefferies Finance LLC and the Borrower delivered to the
Administrative Agent on July 11, 2011 and without giving effect to any amendment or
other modification thereto.



 









 






“Management Services Termination Fees” means the fees payable to the Sponsor
pursuant to the Management Services Termination Agreement.




“Permanent Senior Unsecured Indebtedness” has the meaning specified in
Section 8.03(m).




“Permitted Share Repurchase” has the meaning specified in Section
8.06(f).




“PHC” means PHC, Inc., a Massachusetts corporation d/b/a Pioneer Behavioral
Health.




“PHC Acquisition” means the merger of PHC into a Wholly Owned Subsidiary of
the Borrower (with such Wholly Owned Subsidiary of the Borrower being the surviving
entity) pursuant to the PHC Acquisition Documents.




“PHC Acquisition Agreement” means the Agreement and Plan of Merger dated May
23, 2011 between the Borrower and PHC.




“PHC Acquisition Documents” means the PHC Acquisition Agreement (including
the disclosure schedules thereto) and all other documents, agreements and
instruments entered into in connection with the PHC Acquisition.




“PHC Joint Ventures” means Seven Hills Psych Center, LLC and Behavioral
Health Partners, LLC.




“PHC Transaction” means, collectively, the incurrence of the Senior
Unsecured Indebtedness on the Second Amendment Effective Date, the Permitted Share
Repurchase, the PHC Acquisition, the incurrence of any Indebtedness on the Second
Amendment Effective Date to any Person who owns Equity Interests of the Parent on
the Second Amendment Effective Date and the payment of the Management Services
Termination Fees.




“Refinancing Costs” means, with respect to the refinancing of any
Indebtedness, an amount equal to the premium or other reasonable amount paid,
accrued interest (other than the non-cash portion of the interest rate that accrued
to principal) and fees and expenses incurred in connection with such refinancing.




“Second Amendment Effective Date” means the date on which the conditions
precedent to the effectiveness of the Second Amendment to this Agreement are
satisfied or waived in accordance with the terms thereof.




“Senior Unsecured Indebtedness” means the Bridge Senior Unsecured
Indebtedness and the Permanent Senior Unsecured Indebtedness.




“Senior Unsecured Indebtedness Standard Terms” means each of the following:




     (a) such Indebtedness shall not be subject to any scheduled redemptions,
scheduled repurchases or other scheduled payments of principal (other than the
scheduled payment of principal on the maturity date of such Indebtedness);



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     (b) such Indebtedness shall not be subject to any covenants or events of
default that are materially more restrictive than covenants and events of default
that are usual and customary for senior unsecured high yield notes giving due regard to
prevailing conditions in the syndicated loan and financial markets and operational
requirements of the Borrower and its Subsidiaries (it being understood and agreed
that the covenants of the Bridge Senior Unsecured Indebtedness will be incurrence
based covenants based on those contained in the preliminary offering memorandum used
to market customary senior unsecured high yield notes), unless approved by the
Administrative Agent; and




     (c) unless such Indebtedness is traded on a public exchange, such Indebtedness
shall not be held by an Affiliate of the Borrower.




	 	3.2	 	In Section 1.01 the following definitions are amended to read as follows:






“Applicable Rate” means the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 7.02(b):



	 	 	 	 	 	 	 	 	 
	Pricing	 	Consolidated Leverage	 	Eurodollar Rate	 	Base Rate	 	Commitment
	Tier	 	Ratio	 	Loans	 	Loans	 	Fee
	 
	 	 	 	 	 	 	 	 
	1
	 	< 2.75:1.0	 	3.50%	 	2.50%	 	0.45%
	2
	 	> 2.75:1.0 but < 3.25:1.0	 	3.75%	 	2.75%	 	0.50%
	3
	 	> 3.25:1.0 but < 3.75:1.0	 	4.00%	 	3.00%	 	0.50%
	4
	 	> 3.75:1.0 but < 5.00:1.0	 	4.25%	 	3.25%	 	0.55%
	5
	 	> 5.00:1.0	 	4.50%	 	3.50%	 	0.55%







Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section,
then, upon the request of the Required Lenders, Pricing Tier 5 shall apply as of the
first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the first Business Day
immediately following the date on which such Compliance Certificate is delivered.
The Applicable Rate in effect from the Closing Date 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 ending June 30, 2011
shall be determined based upon Pricing Tier 3 and the Applicable Rate in effect from
the Second Amendment Effective Date 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 first fiscal quarter ending after the closing of the
PHC Acquisition shall be determined based upon Pricing Tier 5. Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).




“Change of Control” means an event or series of events by which:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, but excluding (i) any employee benefit



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plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan and (ii) the
Sponsor and its Controlled Investment Affiliates) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all Equity Interests that
such person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an “option right”)),
directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests
of the Borrower entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully diluted basis (and taking into account all
such securities that such person or group has the right to acquire pursuant to any
option right); or




     (b) during any period of 24 consecutive months, a majority of the members of
the board of directors or other equivalent governing body of the Borrower cease to
be composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or nomination to
that board or equivalent governing body was approved by individuals referred to in
clause (i) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time of
such election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of
that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or
more directors by any person or group other than a solicitation for the election of
one or more directors by or on behalf of the board of directors); or




     (c) the occurrence of a “Change of Control” (or any comparable term) under, and
as defined in, any agreement, document or instrument governing or otherwise relating
to any Senior Unsecured Indebtedness.




For purpose of clarification the consummation of the PHC Transaction shall not
constitute a Change of Control hereunder.




“Consolidated Fixed Charge Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Cash Flow for the period of the four
fiscal quarters most recently ended to (b) Consolidated Fixed Charges for the period
of the four fiscal quarters most recently ended; provided that for purposes
of calculating the Consolidated Fixed Charge Coverage Ratio:




(i) as of the end of the fiscal quarter ending June 30, 2011, Consolidated
Fixed Charges and Consolidated Cash Flow (other than Consolidated EBITDA)
shall be the actual amount of Consolidated Fixed Charges and the actual
amount of Consolidated Cash Flow (other than Consolidated EBITDA) for the
period of one fiscal quarter then ended multiplied by four (4);




(ii) as of the end of the fiscal quarter ending September 30, 2011,
Consolidated Fixed Charges and Consolidated Cash Flow (other than
Consolidated EBITDA) shall be the actual amount of Consolidated Fixed



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Charges and the actual amount of Consolidated Cash Flow (other than
Consolidated EBITDA) for the period of two fiscal quarters then ended
multiplied by two (2);




(iii) as of the end of the fiscal quarter ending December 31, 2011,
Consolidated Fixed Charges and Consolidated Cash Flow (other than
Consolidated EBITDA) shall be the actual amount of Consolidated Fixed
Charges and the actual amount of Consolidated Cash Flow (other than
Consolidated EBITDA) for the period of three fiscal quarters then ended
multiplied by one and one-third (1 1/3); and




(iv) as of the end of the fiscal quarter ending March 31, 2011, Consolidated
Fixed Charges and Consolidated Cash Flow shall be the actual amount of
Consolidated Fixed Charges and the actual amount of Consolidated Cash Flow
for the period of four fiscal quarters then ended;




provided that, notwithstanding the foregoing, for each of the first
four fiscal quarters ending after the Second Amendment Effective Date,
Consolidated Interest Charges (for purposes of calculating Consolidated
Fixed Charges) and income taxes paid in cash (for purposes of calculating
Consolidated Cash Flow) shall be calculated as follows:




(A) for the first fiscal quarter ending after the Effective Date (x)
the Consolidated Interest Charges related to the Senior Unsecured
Indebtedness incurred on the Effective Date shall be the actual
amount of such Consolidated Interest Charges for such fiscal quarter
(calculated as if such Senior Unsecured Indebtedness were incurred on
the first day of such fiscal quarter) multiplied by four (4) and (y)
income taxes paid in cash shall be the actual amount of income taxes
that would have been paid in cash in such fiscal quarter if such
Senior Unsecured Indebtedness were incurred on the first day of such
first fiscal quarter multiplied by four (4);




(B) for the second fiscal quarter ending after the Effective Date (x)
the Consolidated Interest Charges related to the Senior Unsecured
Indebtedness incurred on the Effective Date shall be the actual
amount of such Consolidated Interest Charges for the period of two
fiscal quarters then ended (calculated as if such Senior Unsecured
Indebtedness were incurred on the first day of the period of two
fiscal quarters then ended) multiplied by two (2) and (y) income
taxes paid in cash shall be the actual amount of income taxes that
would have been paid in cash in the period of two fiscal quarters
then ended if such Senior Unsecured Indebtedness were incurred on the
first day of the period of two fiscal quarters then ended by two (2);




(C) for the third fiscal quarter ending after the Effective Date (x)
the Consolidated Interest Charges related to the Senior Unsecured
Indebtedness incurred on the Effective Date shall be the actual
amount of such Consolidated Interest Charges for the period of three
fiscal quarters then ended (calculated as if such Senior Unsecured Indebtedness were



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incurred on the first day of the period of three
fiscal quarters then ended) multiplied by one and one-third (1 1/3)
and (y) income taxes paid in cash shall be the actual amount of
income taxes that would have been paid in cash in the period of three
fiscal quarters then ended if such Senior Unsecured Indebtedness were incurred on the first day of the period
of three fiscal quarters then ended by one and one-third (1 1/3); and




(D) for the fourth fiscal quarter ending after the Effective Date (x)
the Consolidated Interest Charges related to the Senior Unsecured
Indebtedness incurred on the Effective Date shall be the actual
amount of such Consolidated Interest Charges for the period of four
fiscal quarters then ended (calculated as if such Senior Unsecured
Indebtedness were incurred on the first day of the period of four
fiscal quarters then ended) and (y) income taxes paid in cash shall
be the actual amount of income taxes that would have been paid in
cash in the period of four fiscal quarters then ended if such Senior
Unsecured Indebtedness were incurred on the first day of the period
of four fiscal quarters then ended;




“Consolidated Fixed Charges” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a) the cash
portion of Consolidated Interest Charges for such period plus (b) Consolidated
Scheduled Funded Debt Payments for such period plus (c) Restricted Payments paid in
cash (other than Tax Distributions and the Permitted Share Repurchase) for such
period.




“Guarantors” means, collectively, (a) each Domestic Subsidiary identified as
a “Guarantor” on the signature pages hereto, (b) each Person that joins as a
Guarantor pursuant to Section 7.12 or otherwise, (c) with respect to
obligations under any Swap Contract between any Subsidiary and any Secured Swap
Provider that is permitted to be incurred pursuant to Section 8.03(d) and
obligations under any Treasury Management Agreement between any Subsidiary and any
Lender or Affiliate of a Lender, the Borrower, and (d) the successors and permitted
assigns of the foregoing




	 	3.3	 	In clause (b) of the definition of “Consolidated EBITDA” in Section 1.01 the
“and” before clause (xvii) is deleted and the following new clauses are inserted after
clause (xvii) to read as follows:






(xviii) on the Second Amendment Effective Date, costs and expenses relating
to closing PHC offices and severance in an aggregate amount not to exceed
$3,400,000, provided that commencing with the fiscal quarter ending December
31, 2011 such add-back shall be reduced by 25% of the initial amount on the
last day of such fiscal quarter and on the same day of each successive
fiscal quarter;




(xix) on the Second Amendment Effective Date, losses with respect to the
Loan Parties’ Seven Hills facility in Las Vegas, NV in an aggregate amount
not to exceed $800,000, provided that commencing with the fiscal quarter
ending December 31, 2011 such add-back shall be reduced by 25% of the
initial amount on the last day of such fiscal quarter and on the same day of
each successive fiscal quarter;



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(xx) on the Second Amendment Effective Date, pro forma revenue related to a
rate increase of 28% on a behavioral health management contract administered
by Harmony Healthcare located in Nevada in an aggregate amount not to exceed
$1,800,000, provided that (A) on September 30, 2011 such add-back shall be
reduced by 25% of the initial amount and (B) commencing with the fiscal
quarter ending December 31, 2011 such add-back shall be further reduced by
25% of the initial amount on the last day of such fiscal quarter and on the same day of
each successive fiscal quarter;




(xxi) on the Second Amendment Effective Date, rent expense with respect to
the Loan Parties’ Capstone Academy facility in an aggregate amount not to
exceed $700,000, provided that commencing with the fiscal quarter ending
December 31, 2011 such add-back shall be reduced by 25% of the initial
amount on the last day of such fiscal quarter and on the same day of each
successive fiscal quarter;




(xxii) on the Second Amendment Effective Date, pro forma revenue related to
the expansion of the contract with the Detroit-Wayne County CMHA in an
aggregate amount not to exceed $200,000 during such period, provided that
commencing with the fiscal quarter ending December 31, 2011 such add-back
shall be reduced by 25% of the initial amount on the last day of such fiscal
quarter and on the same day of each successive fiscal quarter;




(xxiii) 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 PHC Transaction in an
aggregate amount not to exceed $23,600,000 provided that such fees and
expenses are incurred within 120 days after the Second Amendment Effective
Date;




(xxiv) the Management Services Termination Fees; and




(xxv) the arrangement fee paid to the Arranger and the amendment fees paid
to the Lenders in connection with the Second Amendment.




	 	3.4	 	At the end of the definition of “Consolidated EBITDA” in Section 1.01 the
following sentence is inserted.






For purposes of clarification, when calculating Consolidated EBITDA on a Pro Forma
Basis, Consolidated EBITDA attributed to PHC shall include Consolidated EBITDA on a
Pro Forma Basis of MeadowWood Hospital located at 575 South DuPont Highway, New
Castle County, DE (“MeadowWood”) if MeadowWood is acquired by PHC prior to
the Second Amendment Effective Date.




	 	3.5	 	The definition of “Excluded Equity Issuance” in Section 1.01 is amended to read
as follows:






“Excluded Equity Issuance” means any Equity Issuance by the Borrower (a) to
the Sponsor, its Controlled Investment Affiliates and any other Person that owns
Equity Interests in the Borrower on the Closing Date; (b) to any director, officer,
member of management or employee of the Borrower or any Subsidiary pursuant to any employment



7









 






agreement, compensation, bonus plan or employee stock option plan of the
Borrower or any Subsidiary; (c) the Net Cash Proceeds of which or used (or the
Equity Interests issued pursuant thereto are used) by the Borrower or any Subsidiary
to finance Permitted Acquisitions or capital expenditures so long as such Net Cash
Proceeds are expended to finance such Permitted Acquisition or capital expenditure
within 180 days of the receipt of such Net Cash Proceeds by the Borrower or any
Subsidiary; (d) the Net Cash Proceeds of which are used by the Borrower to refinance
the Bridge Senior Unsecured Indebtedness; and (e) pursuant to preemptive rights arising from each of the
foregoing issuances.




	 	3.6	 	In clause (d) of the definition of “Permitted Acquisition” in Section 1.01, the
“and” after clause (i) is deleted, “and” is inserted after clause (ii) and a new clause
(iii) is inserted to read as follows:






(iii) the Consolidated Senior Secured Leverage Ratio 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)
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 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) (or in the case of
any such Acquisition consummated prior to the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(b) for the first fiscal
quarter ending after the PHC Acquisition, the Consolidated Senior Secured Leverage
Ratio 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) would be 0.25 less than the maximum
Consolidated Senior Secured Leverage Ratio permitted under Section 8.11(b)
for the fiscal quarter ending September 30, 2011). Notwithstanding anything to the
contrary contained in the Loan Documents, the PHC Acquisition shall be a Permitted
Acquisition.




	 	3.7	 	Each reference to “Parent” other than the references to “Parent” in each of the
definitions of “Acadia Audited Financial Statements”, “Acadia Interim Financial
Statements”, “Equity Repurchase”, “Management Agreement”, “Management Expenses” and
“Management Fees” in Section 1.01; Section 6.05(c); and Sections 7.01(a)(i) and (b)(i))
is amended to read “Borrower”.
	 
	 	3.8	 	In Section 2.05(b)(iv) each reference to “Consolidated Leverage Ratio” is
amended to read “Consolidated Senior Secured Leverage Ratio”.
	 
	 	3.9	 	In Section 7.01(a)(iii) the reference to “one hundred five days after the end
of each fiscal year of the Borrower” is amended to read “ninety days after the end of
each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be
filed with the SEC (without giving effect to any extension permitted by the SEC))”.
	 
	 	3.10	 	In Section 7.02(b) the reference to “Sections 7.01(a) and (b)”
is amended to read “Sections 7.01(a)(iii) and (b)(iii)”.
	 
	 	3.11	 	In Article VII a new section 7.15 is inserted to read as follows:






	 	7.15	 	PHC Office Closing.





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     The Borrower shall close PHC’s offices located at 200 Lake Street, Suite 102,
Peabody, MA 01960 by the date that is four months after the Second Amendment
Effective Date.




	 	3.12	 	In Section 8.03 the “and” after clause (l) is deleted, clause (m) is renumbered
as clause (n) and a new clause (m) is inserted to read as follows:






	 	(m)	 	(i) senior unsecured bridge Indebtedness of the Borrower,
including any rollover loan or exchange notes issued in exchange thereof (the
“Bridge Senior Unsecured Indebtedness”); provided that:






(A) the aggregate outstanding principal amount of Bridge Senior
Unsecured Indebtedness, Permanent Senior Unsecured Indebtedness and
the Deficiency Note shall not at any time exceed the sum of $150
million plus the non-cash portion of the interest rate applicable to
Bridge Senior Unsecured Indebtedness, Permanent Senior Unsecured
Indebtedness and the Deficiency Note that has accrued to principal
plus Refinancing Costs;




(B) the maximum interest rate applicable to such Indebtedness shall
not exceed the Interest Rate Cap (including any original issue
discount or any non-cash portion of the interest rate that accrues to
principal but excluding (x) any default interest and (y) up to 1.00%
per annum of liquidated damages in the form of increased interest);




(C) such Indebtedness shall not be subject to any mandatory
redemption, mandatory repurchase or other mandatory prepayments of
principal other than (1) in connection with a change of control (or
other comparable term), (2) with the proceeds of any issuance of
Equity Interests, any issuance of Indebtedness or any sale or other
disposition of property (including casualty events) in each case to
the extent such proceeds are not required to prepay the obligations
arising under this Agreement or any restatement, renewal or
refinancing thereof and (3) with excess cash flow provided that the
obligations arising under this Agreement and all restatements,
renewals and refinancings thereof have been repaid in full and the
Commitments and all commitments to extend credit under all such
restatements, renewals and refinancings have been terminated; and




(D) such Indebtedness contains each of the Senior Unsecured
Indebtedness Standard Terms.




(ii) senior unsecured Indebtedness of the Borrower (the “Permanent
Senior Unsecured Indebtedness”); provided that:




(A) the aggregate outstanding principal amount of Bridge Senior
Unsecured Indebtedness, Permanent Senior Unsecured Indebtedness and
the Deficiency Note shall not at any time exceed the sum of $150
million plus the non-cash portion of the interest rate applicable to
Bridge Senior



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Unsecured Indebtedness, Permanent Senior Unsecured
Indebtedness and Deficiency Note that has accrued to principal plus
Refinancing Costs;




(B) the maturity date of such Indebtedness shall be at least 181 days
after the Maturity Date;




(C) the interest rate applicable to such Indebtedness shall be
determined by the financial institution engaged by the Borrower in
connection with the arrangement of the issuance of such Indebtedness,
in consultation with the Borrower, in light of the then prevailing
market conditions for comparable securities; provided that the
maximum interest rate applicable to such Indebtedness shall not
exceed the Interest Rate Cap (including any original issue discount
or any non-cash portion of the interest rate that accrues to
principal but excluding (x) any default interest and (y) up to 1.00%
per annum of liquidated damages in the form of increased interest);




(D) such Indebtedness shall not be subject to any mandatory
redemption, mandatory repurchase or other mandatory prepayments of
principal other than in connection with (x) a change of control (or
other comparable term) and (y) sales or other dispositions of
property (including casualty events) in each case to the extent such
proceeds are not required to prepay the obligations arising under
this Agreement or any restatement, renewal or refinancing thereof;




(E) such Indebtedness contains each of the Senior Unsecured
Indebtedness Standard Terms; and




(F) if any Bridge Senior Unsecured Indebtedness is outstanding, the
Borrower shall have delivered to the Administrative Agent
consolidated forecasts prepared by management of the Borrower of the
calculation of the Consolidated Fixed Charge Coverage Ratio for each
year thereafter during the term of the Credit Agreement.




(iii) Indebtedness issued by the Borrower on the Second Amendment Effective
Date to any Person who owns Equity Interests of the Parent on the Second
Amendment Effective Date in connection with the PHC Transaction (the
“Deficiency Note”) provided that (A) the aggregate outstanding
principal amount of such Indebtedness plus any Senior Unsecured Indebtedness
shall not exceed $150 million on the Second Amendment Effective Date; (B)
the maturity date of such Indebtedness shall be at least 181 days after the
Maturity Date; (C) such Indebtedness shall not be subject to any mandatory
redemption, mandatory repurchase or other mandatory prepayments of principal
other than in connection with a change of control (or other comparable
term); (D) such Indebtedness shall not be subject to any scheduled
redemptions, scheduled repurchases or other scheduled payments of principal
(other than the scheduled payment of principal on the maturity date of such
Indebtedness); (E) such Indebtedness shall not be subject to any cash pay
interest (i.e., all interest shall accrue and be added to the principal);
and (F) such Indebtedness shall be subordinated to the Obligations in a
manner and to an extent reasonably acceptable to the Administrative Agent.



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	 	3.13	 	Section 8.04 is amended to read as follows:






Merge, dissolve, liquidate or consolidate with or into another Person, except that
so long as no Default exists or would result therefrom, (a) the Borrower may merge
or consolidate with any Subsidiary, provided that the Borrower shall be the
continuing or surviving Person, (b) any Subsidiary may merge or consolidate with any
other Subsidiary, provided that (i) if a Guarantor is a party thereto, then a
Guarantor shall be the continuing or surviving Person and (ii) if a Guarantor is not
a party thereto and a Domestic Subsidiary is a party thereto, then a Domestic
Subsidiary shall be the continuing or surviving Person, (c) the Borrower or any
Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that if the
Borrower is a party thereto, then the Borrower shall be the continuing or surviving
Person and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any
time provided that such dissolution, liquidation or winding up, as applicable, could
not have a Material Adverse Effect




	 	3.14	 	In Section 8.06 the “and” after clause (d) is deleted, a “;” is inserted after
clause (e) and a new clauses (f) and (g) are inserted to read as follows:






(f) the Borrower may repurchase its Equity Interests with up to $90 million of the
Net Cash Proceeds from the incurrence of Senior Unsecured Indebtedness (the
“Permitted Share Repurchase”), provided that the Permitted Share
Repurchase is made within 2 Business Days after the Second Amendment Effective Date;
and




(g) the Borrower may make Restricted Payments in respect of fractional shares as set
forth in the PHC Acquisition Agreement.




	 	3.15	 	In Section 8.08(a) the “and (v)” is deleted, “,” is inserted after clause (iv)
and the following is inserted thereafter:






(v) payment of the Management Services Termination Fees and execution, delivery and
performance of the Termination Agreement in respect of the Management Agreement (the
“Management Services Termination Agreement”) and (vi)




In Section 8.08(b) the “.” at the end of clause (ii) is deleted, “and” is inserted
in lieu thereof and a new clause (iii) is inserted to read as follows:




(iii) the Management Services Termination Fees.




	 	3.16	 	In Section 8.09 the “or” after clause (4) is deleted and replaced with “,” and
new clauses (6) and (7) are inserted after clause (5) to read as follows:






(6) restrictions and conditions contained in the documents, agreements and
instruments governing Senior Unsecured Indebtedness, or (7) restrictions and
conditions contained in documents, agreements and instruments governing joint
venture arrangements and similar Investments,




	 	3.17	 	Section 8.11 is amended to read as follows:





11









 






Section 8.11          Financial Covenants.




(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
determined as of the end of any fiscal quarter of the Borrower set forth below to be
greater than the ratio corresponding to such fiscal quarter:



	 	 	 
	 	 	Maximum Consolidated
	Fiscal Quarter Ending	 	Leverage Ratio
	June 30, 2011

	 	4.25:1.0
	September 30, 2011

	 	6.25:1.0
	December 31, 2011

	 	6.00:1.0
	March 31, 2012

	 	6.00:1.0
	June 30, 2012

	 	6.00:1.0
	September 30, 2012

	 	6.00:1.0
	December 31, 2012

	 	5.50:1.0
	March 31, 2013

	 	5.50:1.0
	June 30, 2013

	 	5.50:1.0
	September 30, 2013

	 	5.50:1.0
	December 31, 2013

	 	4.75:1.0
	March 31, 2014

	 	4.75:1.0
	June 30, 2014

	 	4.75:1.0
	September 30, 2014

	 	4.75:1.0
	December 31, 2014 and each fiscal quarter ending thereafter

	 	4.00:1.0







(b) Consolidated Senior Secured Leverage Ratio. Permit the Consolidated
Senior Secured Leverage Ratio determined as of the end of any fiscal quarter of the
Borrower set forth below to be greater than the ratio corresponding to such fiscal
quarter:



	 	 	 
	 	 	Maximum Consolidated Senior
	Fiscal Quarter Ending	 	Secured Leverage Ratio
	September 30, 2011

	 	3.50:1.0
	December 31, 2011

	 	3.00:1.0
	March 31, 2012

	 	3.00:1.0
	June 30, 2012

	 	3.00:1.0
	September 30, 2012

	 	3.00:1.0
	December 31, 2012 and each fiscal
quarter ending thereafter

	 	2.50:1.0







     (c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio determined as of the end of any fiscal quarter of the
Borrower to be less than (i) 1.25:1.0 for the fiscal quarter ending June 30, 2011
and (ii) 1.20:1.0 for the fiscal quarter ending September 30, 2011 and each fiscal
quarter ending thereafter; provided that if any Senior Unsecured
Indebtedness incurred on the Second Amendment Effective Date has an interest rate in
excess of 13% then such Consolidated Fixed Charge Coverage Ratio shall not be less
than 1.10:1.0 for the first two fiscal quarters of the Borrower ending after the
Second Amendment Effective Date.



12









 






	 	3.18	 	In Section 8.12 the following is added at the end of clause (a):






(other than the amendment and restatement of the bylaws and the certificate of
incorporation of the Borrower in connection with the PHC Acquisition provided such
amendments and restatements are substantially in the forms of Exhibit B and Exhibit
C, respectively, to the Second Amendment to this Agreement).




	 	3.19	 	In Section 8.13 clause (a) is amended to read as follows:






(a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to
own any Equity Interests of any Subsidiary, except (A) to qualify directors where
required by applicable Law or to satisfy other requirements of applicable Law with
respect to the ownership of Equity Interests of Foreign Subsidiaries and (B) other
Persons holding Equity Interests in the PHC Joint Ventures




	 	3.20	 	In Section 8.16 the phrase “any Merger Document or the Management Agreement” is
amended to read “any Merger Document, any PHC Acquisition Document, the Management
Agreement or the Management Services Termination Agreement” and the following is added
at the end thereof:






Notwithstanding anything to the contrary contained herein, the Management Services
Termination Agreement is permitted.




	 	3.21	 	Section 8.17 is amended to read as follows:






8.17          Senior Unsecured Indebtedness.




     (a) Amend or modify any Senior Unsecured Indebtedness or the Deficiency Note if
such amendment or modification would add or change any terms in a manner materially
adverse to the Lenders (unless, such Senior Unsecured Indebtedness, as so amended or
modified, would at such time be permitted to be incurred pursuant to Section
8.03(m)).




     (b) Make (or give any notice with respect thereto) any voluntary or optional
payment or prepayment or redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the trustee with respect
thereto before due for the purpose of paying when due), refund, refinance or
exchange of any Senior Unsecured Indebtedness or Deficiency Note, other than the
payment, prepayment, redemption, refund, refinance or exchange of Bridge Senior
Unsecured Indebtedness with (i) the Net Cash Proceeds of any concurrent issuance of
Bridge Senior Unsecured Indebtedness or Permanent Senior Unsecured Indebtedness,
(ii) the Net Cash Proceeds of any concurrent Equity Issuance or (iii) the proceeds
of any Disposition or Recovery Event to the extent such proceeds are not required to
prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to
Section 2.05(b)(ii).




	 	3.22	 	In Section 9.01 clause (l) is renumbered as clause (m), the “.” after clause
(l) is replaced with “; or” and a new clause (l) is added thereto to read as follows:





13









 






     (l) the maturity date of any Bridge Senior Unsecured Indebtedness occurs
without such Bridge Senior Unsecured Indebtedness being rolled over, exchanged or
refinanced pursuant to Section 8.03(m);



     3. Release of Parent. From and after the Effective Date, the Parent, is released and
discharged from all of its obligations, claims and demands under the Loan Documents other than
claims against the Parent in connection with any proceeding under any Debtor Relief Laws of any of
the Loan Parties if and to the extent any payment or other transfer made by any of the Loan Parties
to the Administrative Agent, the L/C Issuer or any Lender on or prior to the date hereof is avoided
or otherwise rescinded, so that the Administrative Agent, the L/C Issuer or any Lender is required
pursuant to any final order of a court of competent jurisdiction to repay such payment or transfer.



     4. Conditions Precedent. This Amendment shall become effective on the date on which
each of the following conditions is satisfied or waived by the Required Lenders (such date the
“Effective Date”):




     (a) Amendment. Receipt by the Administrative Agent of counterparts of this
Amendment executed by the Borrower, the Guarantors, the Required Lenders and the Required
Revolving Lenders.




     (b) Resolutions. Receipt by the Administrative Agent of resolutions adopted by
the board of directors (or equivalent governing body) of each Loan Party approving the
Amendment and the transactions contemplated thereby, 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 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) PHC Acquisition.




     (i) The Administrative Agent shall have received copies of the PHC Acquisition
Agreement and all other material PHC Acquisition Documents certified by a
Responsible Officer of the Borrower as true and complete as of the date of this
Amendment. Absent the consent of the Administrative Agent, no material provision of
the PHC Acquisition Agreement or any other material PHC Acquisition Document shall
have been amended, modified, supplemented, waived or terminated since the date of
this Amendment in a manner material and adverse to the Lenders. The PHC Acquisition
Agreement and each other material PHC Acquisition Document shall be in full force
and effect on the Effective Date. The Board of Directors of PHC shall have approved
the PHC Acquisition (and such approval shall continue until the consummation of the
PHC Acquisition).




     (ii) Substantially contemporaneous with the occurrence of the Effective Date
(A) the PHC Acquisition shall have been consummated substantially in accordance with
the PHC Acquisition Documents and in compliance in all material respects with



14









 






applicable Law and (B) the merger certificate evidencing the merger of PHC into a
Wholly Owned Subsidiary of the Borrower shall have been filed and become effective.




     (e) Senior Unsecured Indebtedness. Substantially contemporaneous with the
occurrence of the Effective Date the Borrower shall have incurred Senior Unsecured
Indebtedness.




     (f) Consents. The Borrower shall have received all necessary governmental,
shareholder and third party consents necessary in connection with the PHC 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 PHC Transaction.




     (g) Pro Forma Financial Statements; Forecasts. At least four (4) 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 PHC 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.




     (h) Representations and Warranties; No Default; Closing Certificate.




     (A) The representations and warranties of each Loan Party contained in
Sections 6.01(a) (as to valid existence), 6.01(b)(ii), 6.02
(other than 6.02(b)(i)), 6.03, 6.04, 6.14,
6.18 and 6.24 of the Credit Agreement shall be true and correct in
all material respects on and as of the date 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.




     (B) The representations and warranties made by (or with respect to) PHC and its
Subsidiaries in the PHC Acquisition Agreement and the other PHC Acquisition
Documents (but only to the extent the Borrower (or its applicable Affiliate) has the
right to terminate the Borrower’s (or such Affiliate’s) obligations under the PHC
Acquisition Agreement or decline to consummate the PHC Acquisition as a result of a
breach of such representations and warranties) that are material to the interests of
the Lenders 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.




     (C) (i) No Default shall exist on the date that is four (4) Business Days prior
to the Effective Date and (ii) no Default under Section 9.01(a) or
9.01(f) and no Event of Default (other than as a result of non-compliance
with Section 8.11(c) on a Pro Forma Basis after giving effect to the PHC
Transaction (as amended by the Second Amendment)) shall exist on the Effective Date
or would exist after giving effect to the PHC Transaction.



15









 






     (D) Receipt by the Administrative Agent of a certificate signed by a
Responsible Officer of the Borrower as of the date that is four (4) Business Days
prior to the Effective Date certifying that (x) the condition specified in clause
(C)(i) above has been satisfied on and as of such date and (y) after giving effect
to the PHC Transaction the condition specified in Section 4(j) has been
satisfied as of such date.




     (E) Receipt by the Administrative Agent of a certificate signed by a
Responsible Officer of the Borrower as of the Effective Date certifying that (x)
each of the conditions specified in clauses (A), (B) and (C)(ii) above have been
satisfied on and as of the Effective Date and (y) after giving effect to the PHC
Transaction the conditions specified in Sections 4(d), (e),
(f), (k), (l), (m) and (n) have been
satisfied as of the Effective Date.




     (i) Pro Forma Compliance Certificate. At least four (4) Business Days prior to
the Effective Date the Borrower shall have delivered a Pro Forma Compliance Certificate to
the Administrative Agent demonstrating that after giving effect to the PHC Transaction on a
Pro Forma Basis the Consolidated Leverage Ratio recomputed as of the end of the period of
four fiscal quarters most recently ended for which the Borrower has delivered financial
statements pursuant to Section 7.01(a) and (b) of the Credit Agreement would
not exceed 5.85:1.0.




     (j) Minimum EBITDA. At least four (4) Business Days prior to the Effective
Date the Administrative Agent shall have received evidence reasonably satisfactory to the
Administrative Agent that after giving effect to the PHC Acquisition on a Pro Forma Basis
Consolidated EBITDA (after giving effect to the amendment to the definition of “Consolidated
EBITDA” set forth herein) shall be not less than $53.5 million.




     (k) Availability under Aggregate Revolving Commitments. After giving effect to
the PHC Transaction the unused amount of the Aggregate Revolving Commitments shall be at
least $20,000,000.




     (l) Management Services Termination Agreement. The Management Services
Termination Agreement as executed by the parties thereto and as in effect on the Effective
Date shall be in substantially the form of Exhibit A hereto.




     (m) Refinance of Existing Indebtedness. Substantially contemporaneous with the
occurrence of the Effective Date PHC shall have repaid all outstanding Indebtedness (other
than Permitted Indebtedness) (the “Existing PHC Indebtedness”) and terminated all
commitments to extend credit with respect to the Existing PHC Indebtedness, and all Liens
securing the Existing PHC Indebtedness (other than Permitted Liens) shall have been
released.




     (n) Material Adverse Effect. Since June 30, 2010 there shall not have been or
have occurred a Phoenix Material Adverse Effect (as defined in the PHC Acquisition
Agreement). Since December 31, 2010 there shall not have been or have occurred an Ajax
Material Adverse Effect (as defined in the PHC Acquisition Agreement).




     (o) Effective Date. The Effective Date shall have occurred on or prior to
December 15, 2011.



16









 






     (p) Payment of Fees. The Borrower shall have paid to the Administrative Agent,
for the account of each Lender that approves this Amendment, an amendment fee equal to 0.25%
on the amount of the Revolving Commitment of such Lender on the Effective Date plus the
outstanding principal amount of the Term Loan held by such Lender on the Effective Date.




     (q) 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.



     5. 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.



     6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all
of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan
Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Loan
Party’s obligations under the Loan Documents.



     7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the
Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that
this Amendment does not in any manner impair or otherwise adversely effect any of the Liens granted
in or pursuant to the Loan Documents.



     8. No Other Changes. Except as modified hereby, all of the terms and provisions of
the Loan Documents shall remain in full force and effect.



     9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as
an original.



     10. Governing Law. This Amendment shall be deemed to be a contract made under, and
for all purposes shall be construed in accordance with, the laws of the State of New York.



[SIGNATURE PAGES FOLLOW]




17












 





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



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

	 	By:	 	 /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 Joey A. Jacobs	 	 
	 

	 	Title:	 	 Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	ACADIA HEALTHCARE
HOLDINGS, LLC, 
	 	 	a Delaware limited
liability company
	 	 	ACADIA MANAGEMENT
COMPANY, INC., 
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 Joey A. Jacobs	 	 
	 

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

	 	By:	 	 /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 Joey A. Jacobs	 	 
	 

	 	Title:	 	 President	 	 






[SIGNATURE PAGES CONTINUE]









 









 











	 	 	 	 	 	 	 

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

	 	By:	 	/s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Joey A. Jacobs	 	 
	 

	 	Title:	 	President	 	 






[SIGNATURE PAGES FOLLOW]









 









 








	 	 	 	 	 	 	 

	ADMINISTRATIVE AGENT:	 	BANK OF AMERICA, N.A., as Administrative Agent  
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anne M. Zeschke	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Anne M. Zeschke	 	 
	 

	 	Title:	 	Vice President	 	 






[SIGNATURE PAGES FOLLOW]









 









 








	 	 	 	 	 	 	 
	LENDERS:	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender  
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Suzanne B. Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Suzanne B. Smith	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Jonathan Ruschhaupt	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jonathan Ruschhaupt	 	 
	 

	 	Title:	 	Duly Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Dina Garthwaite	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Dina Garthwaite	 	 
	 

	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONS BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Helen C. Hartz	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Helen C. Hartz	 	 
	 

	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Sharon M. Liss	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Sharon M. Liss	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	FIRST TENNESSEE BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[SIGNATURE PAGES FOLLOW]









 









 











	 	 	 	 	 	 	 

	 	 	CAPSTAR BANK  
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Timothy B. Fouts	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Timothy B. Fouts	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GE CAPITAL FINANCIAL INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Heather-Leigh Glade	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Heather-Leigh Glade	 	 
	 

	 	Title:	 	Duly Authorized Signatory	 	 










 









 








Exhibit A




Management Services Termination Agreement


See attached.









 









 








Exhibit B




Amended and Restated Bylaws of the Borrower


See attached.









 









 








Exhibit C




Amended and Restated Certificate of Incorporation of the Borrower


See attached.