EX-10.1



 Exhibit 10.1 
 SECOND AMENDMENT 
 THIS SECOND AMENDMENT (this “Amendment”),
dated as of June 28, 2013, to the Credit Agreement referenced below is by and among Acadia Healthcare Company, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders
identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, revolving credit and term loan facilities have been
extended to the Borrower pursuant to the Amended and Restated Credit Agreement dated as of December 31, 2012 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”), by and among
the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and 
 WHEREAS,
the Borrower has requested certain modifications to the Credit Agreement and the requisite Lenders have agreed to such modifications to the Credit Agreement on the terms and conditions set forth herein. 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein but not
otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Amendments. The
Credit Agreement is amended as follows: 
 2.1 Clause (m) of Section 8.02 is amended to read as follows: 

(m) Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed $30,000,000 in the
aggregate at any time outstanding. 
 2.2 Clause (e) of Section 8.03 is amended to read as follows: 

(e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter
incurred to finance the purchase of (x) fixed personal property assets and (y) real property assets, and in each case, renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding
principal amount of all such Indebtedness shall not exceed: in the case of clause (x) above, $2,000,000 at any one time outstanding and in the case of clause (y) above, $17,000,000 at any one time outstanding; and (ii) such
Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; 
 3. Conditions Precedent. This
Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the requisite Lenders and the Administrative Agent. 

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








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

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

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

8. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force
and effect. 
 9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means
shall be effective as an original. 
 10. Governing Law. This Amendment shall be deemed to be a contract made under, and
for all purposes shall be construed in accordance with, the laws of the State of New York. 
 [SIGNATURE PAGES FOLLOW]








 IN WITNESS WHEREOF, 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/ David Duckworth
		  	Name: David Duckworth
		  	Title:   Chief Financial Officer
		
	GUARANTORS:	  	ABILENE BEHAVIORAL HEALTH, LLC,
		  	a Delaware limited liability company
		  	ACADIA - YFCS HOLDINGS, INC., a Delaware corporation
		  	ACADIA MANAGEMENT COMPANY, LLC,
		  	a Delaware limited liability company
		  	ACADIA MERGER SUB, LLC, a Delaware limited liability company
		  	ACADIANA ADDICTION CENTER, LLC,
		  	a Delaware limited liability company
		  	AMICARE BEHAVIORAL CENTERS, LLC,
		  	a Delaware limited liability company
		  	AMICARE CONTRACT SERVICES, LLC,
		  	a Delaware limited liability company
		  	ASCENT ACQUISITION CORPORATION, an Arkansas corporation
		  	ASCENT ACQUISITION CORPORATION - CYPDC, an Arkansas corporation
		  	ASCENT ACQUISITION CORPORATION - PSC, an Arkansas corporation
		  	BCA OF DETROIT, LLC, a Delaware limited liability company
		  	BCA REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
		  	BEHAVIORAL CENTERS OF AMERICA, LLC,
		  	a Delaware limited liability company
		  	BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation
		  	CEDAR CREST CLINIC, a Texas non-profit corporation
		  	CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation
		  	CHILDREN’S BEHAVIORAL SOLUTIONS, LLC,
		  	a Delaware limited liability company
		  	CHILDRENS MEDICAL TRANSPORTATION SERVICES, LLC,
		  	an Arkansas limited liability company
		  	COMMODORE ACQUISITION SUB, LLC,
		  	a Delaware limited liability company
		  	DELTA MEDICAL SERVICES, INC., a Tennessee corporation
		  	DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
		  	DMC-MEMPHIS, INC., a Tennessee corporation
		  	FORT SMITH HEALTHCARE REAL ESTATE, L.C.,
		  	a Texas limited liability company
		  	FSRE, LLC, an Arkansas limited liability company
		  	FVRE, LLC, an Arkansas limited liability company
		
		  	By: /s/ David Duckworth
		  	Name: David Duckworth
		  	Title:   Vice President and Treasurer

 [SIGNATURE PAGES CONTINUE] 








			
		  	GENERATIONS BEHAVIORAL HEALTH - GENEVA, LLC,
		  	an Ohio limited liability company
		  	GREENLEAF CENTER, LLC, a Delaware limited liability company
		  	HABILITATION CENTER, INC., an Arkansas corporation
		  	HEALTHCARE MANAGEMENT AND INVESTMENT OF OHIO, LLC,
		  	an Ohio limited liability company
		  	HEP BCA HOLDINGS CORP., a Delaware corporation
		  	HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company
		  	HMIH CEDAR CREST, LLC, a Delaware limited liability company
		  	KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation
		  	LAKELAND HOSPITAL ACQUISITION CORPORATION,
		  	a Georgia corporation
		  	LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC,
		  	a Delaware limited liability company
		  	LINDEN BCA BLOCKER CORP., a Delaware corporation
		  	MED PROPERTIES, INC., an Arkansas corporation
		  	MEDUCARE TRANSPORT, L.L.C., an Arkansas limited liability company
		  	MEMORIAL HOSPITAL ACQUISITION CORPORATION,
		  	a New Mexico corporation
		  	MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation
		  	MILLCREEK SCHOOL OF ARKANSAS, INC., an Arkansas corporation
		  	MILLCREEK SCHOOLS INC., a Mississippi corporation
		  	NORTHEAST BEHAVIORAL HEALTH, LLC,
		  	a Delaware limited liability company
		  	OHIO HOSPITAL FOR PSYCHIATRY, LLC,
		  	an Ohio limited liability company
		  	OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation
		  	OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,
		  	an Indiana corporation
		  	PEDIATRIC SPECIALTY CARE, INC., an Arkansas corporation
		  	PEDIATRIC SPECIALTY CARE PROPERTIES, LLC,
		  	an Arkansas limited liability company
		  	PHC MEADOWWOOD, INC., a Delaware corporation
		  	PHC OF MICHIGAN, INC., a Massachusetts corporation
		  	PHC OF NEVADA, INC., a Massachusetts corporation
		  	PHC OF UTAH, INC., a Massachusetts corporation
		  	PHC OF VIRGINIA, INC., a Massachusetts corporation
		  	PINEWOOD ENTERPRISES, L.C., a Texas limited liability company
		  	PINEWOOD HEALTHCARE REALTY, L.P., a Texas limited partnership
		  	PINEWOOD SERVICES, INC., a Texas corporation
		  	PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company
		  	PRC I, INC., a Delaware corporation
		  	PSYCHIATRIC RESOURCE PARTNERS, INC.,
		  	a Delaware limited liability company
		
		  	By: /s/ David Duckworth
		  	Name: David Duckworth
		  	Title:   Vice President and Treasurer

 [SIGNATURE PAGES CONTINUE] 








			
		  	REBOUND BEHAVIORAL HEALTH, LLC,
		  	a South Carolina limited liability company
		  	RED RIVER HOSPITAL, LLC, a Delaware limited liability company
		  	REHABILITATION CENTERS, INC., a Mississippi corporation
		  	RENAISSANCE RECOVERY, INC., a Massachusetts corporation
		  	RESOLUTE ACQUISITION CORPORATION, an Indiana corporation
		  	RESOURCE COMMUNITY BASED SERVICES, INC., an Indiana corporation
		  	 RIVERWOODS BEHAVIORAL HEALTH, LLC,
 a Delaware limited liability company

		  	ROLLING HILLS HOSPITAL, INC., an Oklahoma corporation
		  	ROLLING HILLS PROPERTIES, INC., an Oklahoma corporation
		  	RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation
		  	SBOF-BCA HOLDINGS CORPORATION, a Delaware corporation
		  	SEVEN HILLS HOSPITAL, INC., a Delaware corporation
		  	SHAKER CLINIC, LLC, an Ohio limited liability company
		  	 SONORA BEHAVIORAL HEALTH HOSPITAL, LLC,
 a Delaware limited liability company

		  	 SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,
 an Arizona corporation

		  	SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation
		  	STONE CREST CLINC, a Michigan non-profit corporation
		  	SUCCESS ACQUISITION CORPORATION, an Indiana corporation
		  	SUNCOAST BEHAVIORAL, LLC, a Delaware limited liability company
		  	SW BEHAVIORAL, LLC, a Delaware limited liability company
		  	TBA TEXARKANA, L.L.C., a Texas limited liability company
		  	TEN BROECK TAMPA, INC., a Florida corporation
		  	TEN LAKES CENTER, LLC, a Delaware limited liability company
		  	 TEXARKANA BEHAVIORAL ASSOCIATES, L.C.,
 a Texas limited liability company

		  	TK BEHAVIORAL, LLC, a Delaware limited liability company
		  	 VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited
 liability company

		  	 VERMILION HOSPITAL, LLC, a Delaware limited liability company

		  	 VILLAGE BEHAVIORAL HEALTH, LLC,
 a Delaware limited liability company

		  	VISTA BEHAVIORAL HEALTH, LLC, a Delaware limited liability company
		  	WELLPLACE, INC., a Massachusetts corporation
		  	YFCS HOLDINGS - GEORGIA, INC., a Georgia corporation
		  	YFCS MANAGEMENT, INC., a Georgia corporation
		  	 YOUTH AND FAMILY CENTERED SERVICES OF FLORIDA, INC.,
 a Florida corporation

		  	 YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC.,
 a New Mexico corporation

		  	YOUTH AND FAMILY CENTERED SERVICES, INC., a Georgia corporation
		
		  	By: /s/ David Duckworth
		  	Name: David Duckworth
		  	Title:   Vice President and Treasurer

 [SIGNATURE PAGES CONTINUE] 







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

 

							
		 	By:	 	 /s/ Christine Trotter
	 	
		 	Name:	 	Christine Trotter	 	
		 	Title:	 	Assistant Vice President	 	
			
	LENDERS:	 	BANK OF AMERICA, N.A.,	 	
		 	as a Lender, L/C Issuer and Swing Line Lender
				
		 	By:	 	 /s/ Suzanne B. Smith
	 	
		 	Name:	 	Suzanne B. Smith	 	
		 	Title:	 	Senior Vice President	 	
		
		 	FIFTH THIRD BANK
				
		 	By:	 	 /s/ William D. Priester
	 	
		 	Name:	 	William D. Priester	 	
		 	Title:	 	Senior Vice President	 	
		
		 	CITIBANK, N.A.
				
		 	By:	 	 /s/ Dina Garthwaite
	 	
		 	Name:	 	Dina Garthwaite	 	
		 	Title:	 	Vice President	 	
		
		 	ROYAL BANK OF CANADA
				
		 	By:	 	 /s/ William Caggiano
	 	
		 	Name:	 	William Caggiano	 	
		 	Title:	 	Authorized Signatory	 	
		
		 	JEFFERIES FINANCE LLC
				
		 	By:	 	 /s/ J. Paul McDonnell
	 	
		 	Name:	 	J. Paul McDonnell	 	
		 	Title:	 	Managing Director	 	
		
		 	REGIONS BANK
				
		 	By:	 	 /s/ Gregory M. Ratliff
	 	
		 	Name:	 	Gregory M. Ratliff	 	
		 	Title:	 	Managing Director	 	
		
		 	RAYMOND JAMES BANK, N.A.
				
		 	By:	 	 /s/ Alexander L. Rody
	 	
		 	Name:	 	Alexander L. Rody	 	
		 	Title:	 	Senior Vice President	 	

 [SIGNATURE PAGES CONTINUE] 








							
		 	GENERAL ELECTRIC CAPITAL CORPORATION
				
		 	By:	 	 /s/ John Dale
	 	
		 	Name:	 	John Dale	 	
		 	Title:	 	Duly Authorized Signatory	 	
		
		 	 GE CAPITAL BANK (formerly GE CAPITAL
 FINANCIAL INC., as a Lender and the Swingline
 Lender

				
		 	By:	 	 /s/ Heather-Leigh Glade
	 	
		 	Name:	 	Heather-Leigh Glade	 	
		 	Title:	 	Duly Authorized Signatory	 	
		
		 	CADENCE BANK, N.A.
				
		 	By:	 	 /s/ William H. Crawford
	 	
		 	Name:	 	William H. Crawford	 	
		 	Title:	 	EVP	 	
		
		 	CAPITAL ONE, N.A.
				
		 	By:	 	 /s/ Ali Zaidi
	 	
		 	Name:	 	Ali Zaidi	 	
		 	Title:	 	Authorized Signatory	 	
		
		 	BANK OF MONTREAL
				
		 	By:	 	 /s/ Philip Ho
	 	
		 	Name:	 	Philip Ho	 	
		 	Title:	 	Director	 	
		
		 	PINNACLE BANK
				
		 	By:	 	 /s/ Allison Jones
	 	
		 	Name:	 	Allison Jones	 	
		 	Title:	 	Senior Vice President	 	
		
		 	FIRST TENNESSEE BANK
				
		 	By:	 	 /s/ Cathy Wind
	 	
		 	Name:	 	Cathy Wind	 	
		 	Title:	 	SVP	 	
		
		 	CAPSTAR BANK
				
		 	By:	 	 /s/ Timothy B. Fouts
	 	
		 	Name:	 	Timothy B. Fouts	 	
		 	Title:	 	Senior Vice President	 	

 [SIGNATURE PAGES CONTINUE] 








									
		 	JEFFERIES GROUP INC.	 	
				
		 	 By:
	 	 /s/ John Stacconi
	 	
		 	Name:	 	John Stacconi	 	
		 	Title:	 	Global Treasurer	 	
			
		 	JFIN CLO 2007 LTD	 	
			
		 	BY:	 	JEFFERIES FINANCE LLC, as Collateral Manager
					
		 		 	By:	 	 /s/ J. Paul McDonnell
	 	
		 		 	Name:	 	J. Paul McDonnell	 	
		 		 	Title:	 	Managing Director	 	
			
		 	JFIN FUND III LLC	 	
				
		 	By:	 	 /s/ J. Paul McDonnell
	 	
		 	Name:	 	J. Paul McDonnell	 	
		 	Title:	 	Managing Director