EX-10.2



 Exhibit 10.2 
 CONSENT AND FIRST AMENDMENT 
 THIS CONSENT AND FIRST AMENDMENT (this
“Amendment”), dated as of March 11, 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. Consent. Each Lender signing below hereby consents that its portion of each payment due March 31, 2016, June 30,
2016 and September 30, 2016 in the original principal amount of $9,375,000, as set forth in the table in Section 2.07(c) of the Credit Agreement, shall not be due until March 31, 2017, June 30, 2017 and September 30,
2017, respectively. 
 3. Amendments. The Credit Agreement is amended as follows: 

3.1 Clause (b)(xvii) of the definition of “Consolidated EBITDA” in Section 1.01 is amended to read as follows: 

(xvii) any fees, expenses or charges related to any repayment of Senior Unsecured Indebtedness with the proceeds of any Equity Issuance
made by the Borrower, provided that such fees, expenses or charges are deducted from, or made with, the proceeds of such Equity Issuance; 
 3.2 The definition of “Consolidated Leverage Ratio” in Section 1.01 is amended to read as follows: 
 “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the difference of (i) Consolidated Funded Indebtedness as of such date minus
(ii) from the date of the First Amendment to this Agreement through December 31, 2013, the amount of unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA for the
period of the four fiscal quarters most recently ended; provided that clause (a)(ii) shall not apply for purposes of calculating the Applicable Rate. 







 3.3 The definition of “Consolidated Senior Secured Leverage Ratio” in
Section 1.01 is amended to read as follows: 
 “Consolidated Senior Secured Leverage Ratio” means, as of
any date of determination, the ratio of (a) the difference of (i) 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 minus
(ii) from the date of the First Amendment to this Agreement through December 31, 2013, the amount of unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA for the
period of the four fiscal quarters most recently ended. 
 3.4 Clause (b) of Section 8.17 is amended to read as
follows: 
 (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, other than the purchase, payment, prepayment or redemption of Senior Unsecured Indebtedness (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of Senior Unsecured Indebtedness) with up
to 50% of the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net
Cash Proceeds by the Borrower or any Subsidiary. 
 4. 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. 

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. 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. 
 7. 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. 

  
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 8. 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.

 9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in
full force and effect. 
 10. 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. 
 11. 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 Consent and First Amendment
to be duly executed as of the date first above written. 
  

							
	BORROWER:	 		 	ACADIA HEALTHCARE COMPANY, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Brent Turner

		 		 	 Name:
	 	Brent Turner
		 		 	 Title:
	 	President
			
	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
		 		 	DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts 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
		 		 	GENERATIONS BEHAVIORAL HEALTH - GENEVA, LLC,
		 		 	an Ohio limited liability company
				
		 		 	By:	 	 /s/ Brent Turner

		 		 	Name:	 	Brent Turner
		 		 	Title:	 	Vice President and Assistant Secretary

 [SIGNATURE PAGES CONTINUE] 








							
		 		 	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

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

				
		 		 	By:	 	 /s/ Brent Turner

		 		 	Name:	 	Brent Turner
		 		 	Title:	 	Vice President and Assistant Secretary

 [SIGNATURE PAGES CONTINUE] 








							
		 		 	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 LAKES CENTER, LLC, a Delaware limited liability company
		 		 	TK BEHAVIORAL, LLC, a Delaware limited liability company
		 		 	VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company
		 		 	 VANTAGE POINT BEHAVIORAL HEALTH, LLC,
 a Texas 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/ Brent Turner

		 		 	Name:	 	Brent Turner
		 		 	Title:	 	Vice President and Assistant Secretary

 [SIGNATURE PAGES CONTINUE] 







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

 

							
		 		 	By:	 	 /s/ Denise Jones

		 		 	Name:	 	Denise Jones
		 		 	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/ Laura Fogarty

		 		 	Name:	 	Laura Fogarty
		 		 	Title:	 	Vice President
			
		 		 	 ROYAL BANK OF CANADA

				
		 		 	By:	 	 /s/ Sharon M. Liss

		 		 	Name:	 	Sharon M. Liss
		 		 	Title:	 	Authorized Signatory
			
		 		 	 JEFFERIES FINANCE LLC

				
		 		 	By:	 	 /s/ E. Joseph Hess

		 		 	Name:	 	E. Joseph Hess
		 		 	Title:	 	Managing Director
			
		 		 	 REGIONS BANK

				
		 		 	By:	 	 /s/ Gregory M. Ratliff

		 		 	Name:	 	Gregory M. Ratliff
		 		 	Title:	 	Senior Vice President
			
		 		 	 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 (f/k/a GE CAPITAL FINANCIAL INC.)

				
		 		 	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/ Phillip Ho

		 		 	Name:	 	Phillip Ho
		 		 	Title:	 	Director
			
		 		 	 PINNACLE BANK

				
		 		 	By:	 	 /s/ Allison H. Jones

		 		 	Name:	 	Allison H. Jones
		 		 	Title:	 	SVP
			
		 		 	 FIRST TENNESSEE BANK

				
		 		 	By:	 	 /s/ Audra Burris

		 		 	Name:	 	Audra Burris
		 		 	Title:	 	Bank Officer
			
		 		 	 CAPSTAR BANK

				
		 		 	By:	 	 /s/ Timothy B. Fouts

		 		 	Name:	 	Timothy B. Fouts
		 		 	Title:	 	SVP

 [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/ E. Joseph Hess

		 		 		 	Name:	 	E. Joseph Hess
		 		 		 	Title:	 	Managing Director