Commitment as set forth on Schedule 1 hereto. For purposes of clarification, (a) theOptional Reduction (defined below) and the reduction of the Revolving Credit Commitment of eachRevolving Credit Lender as a result of the Optional Reduction shall be effective immediately priorto the effectiveness of the Incremental Revolving Credit Commitments and therefore the IncrementalRevolving Credit Commitments shall not be reduced as a result of the Optional Reduction and (b)immediately upon the effectiveness of this Amendment the Borrowers shall prepay the RevolvingCredit Loans with the proceeds of the initial advance of Incremental Revolving Credit Loans suchthat immediately after giving effect to such prepayment each Revolving Credit Lender (includingeach Incremental Revolving Credit Lender) shall hold its Pro Rata Share (including the IncrementalRevolving Credit Commitments in the calculation thereof) of outstanding Revolving Credit Loans(including Incremental Revolving Credit Loans).     3. Amendments. The Credit Agreement is amended in the following respects:     3.1 The following definitions in Section 1.01 of the Credit Agreement are amended to read asfollows:“Lender” means the Swing Line Lender and each other financial institution orother entity (a) identified as a “Lender” on the signature pages hereto or to anyamendment adopted pursuant to Section 11.01 (Amendments, Etc.), and in each case,its successors and assigns, (b) identified as an “Incremental Revolving CreditLender” on the signature pages to any Incremental Facility Amendment or (c) fromtime to time becomes a party hereto by execution of an Assignment and Assumption;and, as the context requires, includes the L/C Issuer.“Revolving Credit Commitment” means, with respect to each Revolving CreditLender, the commitment of such Revolving Credit Lender to make Revolving Loans andacquire interests in other Revolving Credit Outstandings in the aggregate principalamount outstanding not to exceed the amount set forth opposite such Revolving CreditLender’s name on Schedule I (Commitments) under the caption “Revolving CreditCommitment”, as amended to reflect each Assignment and Assumption executed bysuch Revolving Credit Lender and each Incremental Facility Amendment executed bysuch Revolving Credit Lender and as such amount may be reduced pursuant to thisAgreement. For purposes of clarification, an Incremental Revolving CreditCommitment is a Revolving Credit Commitment.“Revolving Credit Lender” means each Lender that (a) is an OriginalRevolving Credit Lender, (b) is an Additional Revolving Credit Lender, (c) anIncremental Revolving Credit Lender or (d) participates in any Letter of Credit.“Revolving Loans” has the meaning specified in Section 2.01(a) (RevolvingCredit Commitments). For purposes of clarification, all Original Revolving Loans,all Additional Revolving Loans and all Incremental Revolving Loans are RevolvingLoans.“Scheduled Maturity Date” means (a) with respect to the Revolving CreditCommitments (other than the Incremental Revolving Credit Commitments) and theRevolving Loans (other than Incremental Revolving Loans), December 21, 2009, and (b)with respect to the Incremental Revolving Credit Commitments and the IncrementalRevolving Loans, Swing Line Loans and Letters of Credit, December 31, 2011.
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     3.2 The pricing grid applicable to Revolving Loans and Swing Line Loans in the definition of“Applicable Margin” in Section 1.01 of the Credit Agreement is amended to read as follows:           Base Rate EurodollarConsolidated Total Leverage Ratio Loans Rate LoansGreater than or equal to 5.0 to 1  4.75%  5.75%Less than 5.0 to 1 and equal to orgreater than 4.5 to 1  4.50%  5.50%Less than 4.5 to 1 and equal to orgreater than 4.0 to 1  4.25%  5.25%Less than 4.0 to 1  4.00%  5.00%     3.3 The pricing grid in the definition of “Unused Commitment Fee Rate” in Section 1.01 of theCredit Agreement is amended to read as follows:     Consolidated Total Leverage Ratio Unused Commitment Fee RateGreater than or equal to 5.0 to 1  1.00%Less than 5.0 to 1 and equal to orgreater than 4.5 to 1  1.00%Less than 4.5 to 1 and equal to orgreater than 4.0 to 1  0.75%Less than 4.0 to 1  0.75%     3.4 The first sentence of Section 2.01(a) is amended to read as follows:On the terms and subject to the conditions contained in this Agreement, (i) eachOriginal Revolving Credit Lender severally agreed to make loans in an aggregateprincipal amount of $150,000,000 (each an “Original Revolving Loan”) to theBorrower from time to time on any Business Day during the period from the ClosingDate until the Revolving Credit Termination Date, (ii) each Additional RevolvingCredit Lender severally agrees to make additional loans in an aggregate principalamount of $150,000,000 (each an “Additional Revolving Loan”) to the Borrowerfrom time to time on any Business Day during the period from the Amendment EffectiveDate until the Revolving Credit Termination Date and (iii) each IncrementalRevolving Credit Lender severally agrees to make Incremental Revolving Loans in anaggregate principal amount of up to the amount of its Incremental Revolving CreditCommitment to the Borrower from time to time on any Business Day during the periodfrom the Incremental Facility Effective Date until the Revolving Credit TerminationDate, *provided, however*, that at no time shall any Revolving Credit Lender beobligated to make a Revolving Loan (as defined below) in excess of such RevolvingCredit Lender’s Pro Rata Share of the Available Credit.     3.5 The following sentences are added immediately following the second sentence of Section2.01(a):
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Commencing on the Incremental Facility Effective Date all Incremental RevolvingLoans shall (together with all Original Revolving Loans and all Additional RevolvingLoans) be “Revolving Loans”. Commencing on the Incremental FacilityEffective Date each Notice of Borrowing with respect to a proposed Revolving CreditBorrowing shall be a request for each Revolving Credit Lender to fund its Pro RataShare of such proposed Revolving Credit Borrowing without regard to whether suchRevolving Credit Lender is an Original Revolving Credit Lender, an AdditionalRevolving Credit Lender or an Incremental Revolving Credit Lender. On theIncremental Facility Effective Date the Incremental Revolving Credit Lenders shallbe deemed to purchase from the Revolving Credit Lenders (other than the IncrementalRevolving Credit Lenders) (x) risk participations in each Letter of Creditoutstanding on such date in such amounts as shall cause each Revolving Credit Lenderto hold a risk participation in each such Letter of Credit in an amount equal to theproduct of such Revolving Credit Lender’s Pro Rata Share *times*the amount of suchLetter of Credit and (y) risk participations in each Swing Line Loan outstanding onsuch date in such amounts as shall cause each Revolving Credit Lender to hold a riskparticipation in each such Swing Line Loan in an amount equal to the product of suchRevolving Credit Lender’s Pro Rata Share *times*the amount of such Swing Line Loan.     3.6 As of the Incremental Facility Effective Date, the Revolving Credit Commitment of eachRevolving Credit Lender is as set forth on Schedule 2 hereto.     4. Conditions Precedent. This Amendment shall be effective as of the date hereof uponsatisfaction of each of the following conditions:     (a) receipt by the Revolving Credit Facility Administrative Agent of counterparts ofthis Amendment executed by the Borrowers, the Guarantors, the Administrative Agents and theIncremental Revolving Credit Lenders;     (b) receipt by the Revolving Credit Facility Administrative Agent of a Revolving Noteexecuted by the Borrowers for each Incremental Revolving Credit Lender that requests aRevolving Note;     (c) receipt by the Revolving Credit Facility Administrative Agent of an opinion ofcounsel to the Borrowers and the Guarantors in form and substance reasonably satisfactory tothe Incremental Revolving Credit Lenders;     (d) receipt by the Revolving Credit Facility Administrative Agent of a certificate ofthe Secretary or an Assistant Secretary of each Guarantor certifying that (i) there havebeen no changes to the Organization Documents of such Loan Party delivered pursuant to theCredit Agreement on the Closing Date or thereafter, other than as may be attached to suchcertificate of the Secretary or Assistant Secretary and (ii) resolutions of such LoanParty’s board of directors (or equivalent governing body) approving and authorizing theexecution, delivery and performance of this Amendment are attached to such certificate andsuch resolutions are in full force and effect;     (e) receipt by the Revolving Credit Facility Administrative Agent of a certificate of aResponsible Officer of PSI (i) certifying that there have been no changes to theOrganization Documents of any Borrower delivered pursuant to the Credit Agreement on theClosing Date or thereafter, other than as may be attached to such certificate, (ii)certifying that resolutions of the
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each Borrower’s board of directors (or equivalent governing body) approving andauthorizing the execution, delivery and performance of this Amendment are attached to suchcertificate and such resolutions are in full force and effect, (iii) demonstrating thatafter giving effect to the making of the Incremental Revolving Loans on the date hereof andthe use of the proceeds thereof, the Borrowers would be in compliance with the financialcovenants set forth in Section 8.11 (Financial Covenants) of the Credit Agreement on a ProForma Basis as of such date and as of the last day of the most recent fiscal quarter forwhich financial statements have been delivered in accordance with Section 7.01(a) or (b)(Financial Statements) of the Credit Agreement, and (iv) certifying that both before andafter giving effect to this Amendment, (A) the representations and warranties set forth inArticle VI (Representations and Warranties) of the Credit Agreement and the other LoanDocuments shall be true and correct in all material respects on and as of the date hereof(unless expressly stated to relate to an earlier date, in which case such representationsand warranties shall be true and correct in all material respects as of such earlier date),and (B) no Default shall have occurred and be continuing;     (f) at least three Business Days prior to the date hereof the Borrowers shall havedelivered written notice to the Revolving Credit Facility Administrative Agent pursuant toSection 2.05(a) of the Credit Agreement permanently reducing the Revolving CreditCommitments by $200 million effective immediately prior to the effectiveness of thisAmendment (the “Optional Reduction”);     (g) the Optional Reduction shall have become effective immediately prior to theeffectiveness of this Amendment; and     (h) the Borrowers shall have paid all fees and expenses owing by PSI pursuant to thefee letter dated as of January 29, 2009 among PSI, Bank of America and Banc of AmericaSecurities.Without limiting the generality of the provisions of Article X of the Credit Agreement, forpurposes of determining compliance with the conditions specified in this Section 4, eachIncremental Revolving Credit Lender that has signed this Amendment shall be deemed to haveconsented to, approved or accepted or to be satisfied with, each document or other matterrequired by this Amendment to be consented to or approved by or acceptable or satisfactoryto an Incremental Revolving Credit Lender unless the Administrative Agents shall havereceived notice from such Incremental Revolving Credit Lender prior to the proposed closingdate of this Amendment specifying its objection thereto.     5. Amendment is a Loan Document. This Amendment is a Loan Document.     6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to allof the terms and conditions of this Amendment, (b) affirms all of its obligations under the LoanDocuments and (c) agrees that this Amendment and all documents executed in connection herewith donot 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 theLiens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees thatthis Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted inor pursuant to the Loan Documents.
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     8. No Other Changes. Except as modified hereby, all of the terms and provisions ofthe Loan Documents (including schedules and exhibits thereto) shall remain in full force andeffect.     9. Counterparts; Delivery. This Amendment may be executed in any number ofcounterparts, each of which when so executed and delivered shall be deemed an original and it shallnot be necessary in making proof of this Amendment to produce or account for more than one suchcounterpart. Delivery of an executed counterpart of this Amendment by facsimile or other electronicimaging means shall be effective as an original.     10. Governing Law. This Amendment and the rights and obligations of the partieshereto shall be governed by, and construed and interpreted in accordance with, the law of the Stateof New York.[Signature Pages Follow]
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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this IncrementalFacility Amendment to the Second Amended and Restated Credit Agreement to be duly executed anddelivered as of the date first above written.BORROWERS:PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation     By: