exv10w3






Exhibit 10.3




FIRST AMENDMENT




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



W I T N E S S E T H




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



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



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



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



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




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




 









 





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




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     4. Amendment is a “Loan Document”. This Amendment is a Loan Document and all
references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including,
without limitation, all such references in the representations and warranties in the Credit
Agreement and the other Loan Documents) shall be deemed to include this Amendment.



     5. Representations and Warranties; No Default. Each Loan Party represents and
warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a)
the representations and warranties of each Loan Party contained in the Credit Agreement or any
other Loan Document, or which are contained in any document furnished at any time under or in
connection with the Credit Agreement or any other Loan Document are true and correct in all
material respects on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case such representations and warranties
are true and correct in all material respects as of such earlier date, and (b) no Default exists.



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



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



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



     9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of



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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]





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



	 	 	 

	BORROWER:

	 	ACADIA HEALTHCARE COMPANY, INC.,
	 

	 	a Delaware corporation
	 
	 	 
	 

	 	By: /s/ Joey A. Jacobs
                                                                          
     
	 

	 	Name: Joey A. Jacobs
	 

	 	Title: Chief Executive Officer
	 
	 	 
	GUARANTORS:

	 	ACADIA HEALTHCARE HOLDINGS, LLC,
	 

	 	a Delaware limited liability company
	 

	 	ACADIA MANAGEMENT COMPANY,
INC.,
a Delaware corporation
	 
	 	 
	 

	 	By: /s/ Joey A. Jacobs
                                                                          
     
	 

	 	Name: Joey A. Jacobs
	 

	 	Title: Chief Executive Officer
	 
	 	 
	 

	 	ACADIA-YFCS HOLDINGS, INC., a Delaware corporation
	 

	 	YOUTH & FAMILY CENTERED SERVICES, INC., a Georgia corporation
	 

	 	ACADIA HOSPITAL OF LONGVIEW, LLC,
	 

	 	a Delaware limited liability company
	 

	 	KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation
	 

	 	ACADIA VILLAGE, LLC, a Delaware limited liability company
	 

	 	LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC,
	 

	 	a Delaware limited liability company
	 

	 	ACADIA RIVERWOODS, LLC, a Delaware limited liability company
	 

	 	ACADIA LOUISIANA, LLC, a Delaware limited liability company
	 

	 	ACADIA ABILENE, LLC, a Delaware limited liability company
	 

	 	ACADIA HOSPITAL OF LAFAYETTE, LLC,
	 

	 	a Delaware limited liability company
	 

	 	YFCS MANAGEMENT, INC., a Georgia corporation
	 

	 	YFCS HOLDINGS-GEORGIA, INC., a Georgia corporation
	 

	 	OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation
	 

	 	OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,
	 

	 	an Indiana corporation
	 

	 	RESOLUTE ACQUISITION CORPORATION, an Indiana corporation
	 

	 	RESOURCE COMMUNITY BASED SERVICES, INC., an Indiana corporation
	 

	 	RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation
	 

	 	SUCCESS ACQUISITION CORPORATION, an Indiana corporation
	 

	 	ASCENT ACQUISITION CORPORATION, an Arkansas corporation
	 

	 	SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation
	 

	 	MEMORIAL HOSPITAL ACQUISITION CORPORATION,
	 

	 	a New Mexico corporation
	 

	 	MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation
	 

	 	REHABILITATION CENTERS, INC., a Mississippi corporation
	 

	 	LAKELAND HOSPITAL ACQUISITION CORPORATION,
	 

	 	a Georgia corporation
	 

	 	PSYCHSOLUTIONS ACQUISITION CORPORATION, a Florida corporation
	 
	 	 
	 

	 	By: /s/ Joey A. Jacobs
                                                                           
     
	 

	 	Name: Joey A. Jacobs
	 

	 	Title: President






[SIGNATURE PAGES CONTINUE]




 









 





	 	 	 

	 

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

	 	a New Mexico corporation
	 

	 	SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,
	 

	 	an Arizona corporation
	 

	 	YOUTH AND FAMILY CENTERED SERVICES OF FLORIDA, INC.,
	 

	 	a Florida corporation
	 

	 	PEDIATRIC SPECIALTY CARE, INC., an Arkansas corporation
	 

	 	CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation
	 

	 	MED PROPERTIES, INC., an Arkansas corporation
	 

	 	ASCENT ACQUISITION CORPORATION-CYPDC, an Arkansas corporation
	 

	 	ASCENT ACQUISITION CORPORATION-PSC, an Arkansas corporation
	 

	 	MEDUCARE TRANSPORT, L.L.C., an Arkansas limited liability company
	 

	 	PEDIATRIC SPECIALTY CARE PROPERTIES, LLC,
	 

	 	an Arkansas limited liability company
	 

	 	CHILDRENS MEDICAL TRANSPORTATION SERVICES, LLC,
	 

	 	an Arkansas limited liability company
	 

	 	MILLCREEK SCHOOLS INC., a Mississippi corporation
	 

	 	HABILITATION CENTER, INC., an Arkansas corporation
	 

	 	MILLCREEK SCHOOL OF ARKANSAS, INC., an Arkansas corporation
	 

	 	PSYCHSOLUTIONS, INC., a Florida corporation
	 
	 	 
	 

	 	By: /s/ Joey A. Jacobs
                                                                          
     
	 

	 	Name: Joey A. Jacobs
	 

	 	Title: President






[SIGNATURE PAGES FOLLOW]




 









 





	 	 	 

	ADMINISTRATIVE AGENT:

	 	BANK OF AMERICA, N.A., as Administrative Agent
	 
	 	 
	 

	 	By: /s/ Anne M. Zeschke                                                       
     
	 

	 	Name: Anne M. Zeschke
	 

	 	Title: Vice President






[SIGNATURE PAGES FOLLOW]




 









 





	 	 	 	 	 

	LENDERS:

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

	 	By:	/s/ Suzanne B. Smith
	 

	 	Name:	Suzanne B. Smith
	 

	 	Title:	Senior Vice President
	 
	 	 
	 

	 	FIFTH THIRD BANK
	 
	 	 
	 

	 	By:	 
	 

	 	Name:	
	 

	 	Title:	
	 
	 	 
	 

	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 
	 

	 	By:	/s/ Jonathan Ruschhaupt
	 

	 	Name:  	Jonathan Ruschhaupt
	 

	 	Title:	Duly Authorized Signatory
	 
	 	 
	 

	 	CITIGROUP GLOBAL MARKETS, INC.
	 
	 	 
	 

	 	By:	/s/ Dina Garthwaite
	 

	 	Name:	Dina Garthwaite
	 

	 	Title:	Vice President
	 
	 	 
	 

	 	REGIONS BANK
	 
	 	 
	 

	 	By:	/s/ Helen C. Hartz
	 

	 	Name:	Helen C. Hartz
	 

	 	Title:	Vice President
	 
	 	 
	 

	 	RAYMOND JAMES BANK, FSB
	 
	 	 
	 

	 	By:	 
	 

	 	Name:	
	 

	 	Title:	
	 
	 	 
	 

	 	ROYAL BANK OF CANADA
	 
	 	 
	 

	 	By:	/s/ Sharon M. Liss
	 

	 	Name:	Sharon M. Liss
	 

	 	Title:	Authorized Signatory
	 
	 	 
	 

	 	FIRST TENNESSEE BANK
	 
	 	 
	 

	 	By:	 
	 

	 	Name:	
	 

	 	Title:	






[SIGNATURE PAGES FOLLOW]




 









 





	 	 	 	 	 

	 

	 	CAPSTAR BANK
	 
	 	 
	 

	 	By:  	/s/ Timothy B. Fouts
	 

	 	Name:  	Timothy B. Fouts
	 

	 	Title:	Senior Vice President
	 
	 	 
	 

	 	GE CAPITAL FINANCIAL INC.
	 
	 	 
	 

	 	By:  	/s/ Heather-Leigh Glade
	 

	 	Name:	Heather-Leigh Glade
	 

	 	Title:	Duly Authorized Signatory