EX-10.4



 Exhibit 10.4 
 THIRD AMENDMENT 
 THIS THIRD AMENDMENT (this “Amendment”) dated
as of December 15, 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: 

  

	 	2.1	Clause (d) of the definition of “Excluded Equity Issuance” in Section 1.01 is amended to read as follows: 


(d) the Net Cash Proceeds of which are used by the Borrower to prepay the Senior Unsecured Indebtedness to the extent such prepayment is
permitted under Section 8.17(b); 
  

	 	2.2	Immediately upon the occurrence of the Specified Equity Issuance (and only if the Specified Equity Issuance occurs), clause (h) of the definition of
“Permitted Acquisition” in Section 1.01 is amended to read as follows: 

 (h) the aggregate amount
of Indebtedness incurred to finance all such Acquisitions and Indebtedness assumed in all such Acquisitions occurring during any fiscal year shall not exceed $25 million; provided that if at least 80% of the aggregate cash and non-cash
consideration for any such Acquisition is financed with an Excluded Equity Issuance then any Indebtedness incurred or assumed in such Acquisition shall not be included in any calculation of this clause (h) (including any calculation of this
clause (h) made in connection with subsequent Acquisitions). 








	 	2.3	Clause (c) of the definition of “Senior Unsecured Indebtedness Standard Terms” in Section 1.01 is amended to read as follows:


 (a) at any time (i) no single Affiliate of the Borrower shall hold more than 5% of such Indebtedness and
(ii) all Affiliates of the Borrower shall not hold in the aggregate more than 15% of such Indebtedness. 
  

	 	2.4	The definition of “Specified Equity Issuance” is added to Section 1.01 to read as follows: 


“Specified Equity Issuance” means the Equity Issuance described in the Registration Statement on Form S-1 filed by the
Borrower with the SEC on November 23, 2011, as may be amended, with respect to the public offering of 8.33 million common shares of the Borrower (which amount does not include the underwriters’ over-allotment option to purchase up to
an additional 1.25 million common shares from the Borrower); provided that the Borrower receives Net Cash Proceeds of at least $59.3 million from such Equity Issuance (it being understood that if the Borrower receives Net Cash Proceeds
of less than $59.3 million from such Equity Issuance then such Equity Issuance shall not be deemed the Specified Equity Issuance). 
  

	 	2.5	Section 8.08(a) is amended to renumber clause (vi) as clause (vii) and to insert a new clause (vi) to read as follows: 


, (vi) the issuance of Equity Interests to any Affiliate or to any former, current or future director, manager, officer, employee or
consultant (or any Affiliates of any of the foregoing) of the Borrower or any of its Subsidiaries, 
  

	 	2.6	Immediately upon the occurrence of the Specified Equity Issuance (and only if the Specified Equity Issuance occurs), the table in Section 8.11(a) is amended to
read as follows: 

  

					
	Fiscal Quarter Ending	  	 Maximum Consolidated

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
	  	 	5.75:1.0	  
	 June 30, 2012
	  	 	5.75:1.0	  
	 September 30, 2012
	  	 	5.75:1.0	  
	 December 31, 2012
	  	 	5.25:1.0	  
	 March 31, 2013
	  	 	5.25:1.0	  
	 June 30, 2013
	  	 	5.25:1.0	  
	 September 30, 2013
	  	 	5.25:1.0	  
	 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	  


  
 2 









	 	2.7	Section 8.17(b) 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 or Deficiency Note, other than (i) the payment, prepayment, redemption, refund,
refinance or exchange of Bridge Senior Unsecured Indebtedness with (A) the Net Cash Proceeds of any concurrent issuance of Bridge Senior Unsecured Indebtedness or Permanent Senior Unsecured Indebtedness, (B) the Net Cash Proceeds of any
concurrent Equity Issuance or (C) 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) or
(ii) the purchase, payment, prepayment or redemption of Permanent Senior Unsecured Indebtedness with up to $59.3 Million of the Net Cash Proceeds of the Specified Equity Issuance (plus an amount equal to accrued but unpaid interest on the
Permanent Senior Unsecured Indebtedness) so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary. 

3. Conditions Precedent. This Amendment shall become effective on the date on which each of the following conditions is satisfied:

 (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) 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 0.05% on the amount of the Revolving Commitment of such Lender plus the outstanding principal amount of
the Term Loan held by such Lender. 
 (c) 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 in connection with this Amendment, in each case to the extent required by Section 11.04 of the Credit Agreement. 

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. 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. 

  
 3 








 6. 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.

 7. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in
full force and effect. 
 8. 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. 
 9. 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] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Third 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:	 	     Vice President
		
	 GUARANTORS:
	    	ACADIA MANAGEMENT COMPANY, INC., a Delaware corporation
		    	ACADIA-YFCS HOLDINGS, INC., a Delaware corporation
		    	YOUTH & FAMILY CENTERED SERVICES, INC., a Georgia corporation
		    	ACADIA HOSPITAL OF LONGVIEW, LLC,
		    	a Delaware limited liability company
		    	KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation
		    	ACADIA VILLAGE, LLC, a Delaware limited liability company
		    	LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC,
		    	a Delaware limited liability company
		    	ACADIA RIVERWOODS, LLC, a Delaware limited liability company
		    	ACADIA LOUISIANA, LLC, a Delaware limited liability company
		    	ACADIA ABILENE, LLC, a Delaware limited liability company
		    	ACADIA HOSPITAL OF LAFAYETTE, LLC,
		    	a Delaware limited liability company
		    	YFCS MANAGEMENT, INC., a Georgia corporation
		    	YFCS HOLDINGS-GEORGIA, INC., a Georgia corporation
		    	OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation
		    	OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,
		    	an Indiana corporation
		    	RESOLUTE ACQUISITION CORPORATION, an Indiana corporation
		    	RESOURCE COMMUNITY BASED SERVICES, INC., an Indiana corporation
		    	RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation
		    	SUCCESS ACQUISITION CORPORATION, an Indiana corporation
		    	ASCENT ACQUISITION CORPORATION, an Arkansas corporation
		    	SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation
		    	MEMORIAL HOSPITAL ACQUISITION CORPORATION,
		    	a New Mexico corporation
		    	MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation
		    	REHABILITATION CENTERS, INC., a Mississippi corporation
		    	LAKELAND HOSPITAL ACQUISITION CORPORATION,
		    	a Georgia corporation
		    	PSYCHSOLUTIONS ACQUISITION CORPORATION, a Florida corporation
			
		    	By:	 	/s/ Brent
Turner                                        
            
		    	Name:	 	     Brent Turner
		    	Title:	 	     Vice 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
 WELLPLACE, INC., a Massachusetts
corporation
 DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation
 RENAISSANCE RECOVERY, INC., a Massachusetts corporation
 PHC OF MICHIGAN, INC., a Massachusetts
corporation
 NORTH POINT PIONEER, INC., a Massachusetts
 PHC MEADOWWOOD, INC., a Delaware corporation
 PHC OF UTAH, INC., a Massachusetts
corporation
 PHC OF VIRGINIA, INC., a Massachusetts corporation
 PHC OF NEVADA, INC., a Massachusetts corporation
 SEVEN HILLS HOSPITAL, INC., a Delaware
corporation
 BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation
 REBOUND BEHAVIORAL HEALTH, LLC,
 a South Carolina limited liability company

PSYCHIATRIC RESOURCE PARTNERS, INC.,
 a Delaware
limited liability company
 SUNCOAST BEHAVIORAL, LLC, a Delaware limited liability company

ACADIA MERGER SUB, LLC, a Delaware limited liability company

			
		    	By:	 	/s/ Brent
Turner                                
		    	Name:	 	     Brent Turner
		    	Title:	 	     Vice President

 [SIGNATURE PAGES FOLLOW] 








							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A., as Administrative Agent
			
		 		 	By: /s/ Denise
Jones                            
		 		 	Name:	 	Denise Jones
		 		 	Title:	 	Assistant 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: /s/ William D.
Priester                        	 		 	
		 		 	Name:	 	William D. Priester	 		 	
		 		 	Title:	 	Sr. Relationship Manager	 		 	
					
		 		 	GENERAL ELECTRIC CAPITAL CORPORATION	 		 	
					
		 		 	By: /s/ John
Dale                                      	 		 	
		 		 	Name:	 	John Dale	 		 	
		 		 	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: /s/ Alexander L.
Rody                        	 		 	
		 		 	Name:	 	Alexander L. Rody	 		 	
		 		 	Title:	 	Senior Vice President	 		 	
					
		 		 	ROYAL BANK OF CANADA	 		 	
					
		 		 	By: /s/ Sharon M.
Liss                              	 		 	
		 		 	Name:	 	Sharon M. Liss	 		 	
		 		 	Title:	 	Authorized Signatory	 		 	
					
		 		 	FIRST TENNESSEE BANK	 		 	
					
		 		 	By: /s/ Cathy
Wind                                    	 		 	
		 		 	Name:	 	Cathy Wind	 		 	
		 		 	Title:	 	Senior Vice President	 		 	

 [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