Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 52 Section 12.06. Repayment to Issuer 52 Section 12.07. Reinstatement 53 ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture and Notes Solely Corporate Obligations 53
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions. Subject to Section 9.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. The Collateral will be released from the Lien securing the Notes, as provided under Section 11.04 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described in this Article 9.
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 108 Section 8.06 Repayment to Issuer 108 Section 8.07 Reinstatement 109 ARTICLE IX Amendment, Supplement and Waiver 109 Section 9.01 Without Consent of Holders 109 Section 9.02 With Consent of Holders 110 Section 9.03 Revocation and Effect of Consents 112 Section 9.04 Notation on or Exchange of Notes 113
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 98 Section 9.05. Repayment to Company 99
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 130 Section 8.06. Repayment to the Company 130 Section 8.07. Reinstatement 131 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes 131 Section 9.02. With Consent of Holders of Notes 133 Section 9.03. [Reserved.] 134 Section 9.04. Revocation and Effect of Consents 134 Section 9.05. Notation on or Exchange of Notes 135 Section 9.06. Trustee to Sign Amendments, etc 135 ARTICLE 10 NOTE GUARANTEES Section 10.01. Guarantee 135 Section 10.02. Limitation on Guarantor Liability 136 Section 10.03. Execution and Delivery of Note Guarantee 137 Section 10.04. Guarantors May Consolidate, etc., on Certain Terms 137 Section 10.05. Releases 139 SATISFACTION AND DISCHARGE Section 11.01. Satisfaction and Discharge 140 Section 11.02. Application of Trust Money 142 ARTICLE 12 MISCELLANEOUS Section 12.01. [Reserved.] 142 Section 12.02. Notices 142 Section 12.03. [Reserved] 144 Section 12.04. Certificate and Opinion as to Conditions Precedent 144 Section 12.05. Statements Required in Certificate or Opinion 144 Section 12.06. Rules by Trustee and Agents 145 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 145 Section 12.08. Governing Law 145 Section 12.09. No Adverse Interpretation of Other Agreements 145 Section 12.10. Successors 145 Section 12.11. Severability 145 Section 12.12. Counterpart Originals 146 Section 12.13. Table of Contents, Headings, etc 146 Section 12.14. Force Majeure 146 Section 12.15. Waiver of Jury Trial 146 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF SUPPLEMENTAL INDENTURE Exhibit F FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP INDENTURE dated as of June 24, 2020 among Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 5.500% Senior Notes due 2028 (the “Notes”):
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 96 Section 8.05. Repayment to Issuer 96 Section 8.06. Reinstatement 97 Section 8.07. Survival 97 Section 8.08. Satisfaction and Discharge of Indenture 97
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 38 Section 8.6. Repayment to Corporation 38 Section 8.7. Reinstatement 38 Section 8.8. Discharge 39 ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS 40 Section 9.1. Without Consent of Holders 40 Section 9.2. With Consent of Holders 41 Section 9.3. Compliance with Trust Indenture Act of 1939 42 Section 9.4. Revocation and Effect of Consents 42 Section 9.5. Notation on or Exchange of Securities 43 Section 9.6. Trustee to Sign Amendments, etc 43 ARTICLE 10 SUBORDINATION OF SECURITIES 43 Section 10.1. Securities Subordinate to Senior Debt 43 Section 10.2. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 43 Section 10.3. No Payment on Securities in Event of Default on Senior Debt 45 Section 10.4. Payments on Securities Permitted 45 Section 10.5. Authorization of Securityholders to Trustee to Effect Subordination 46 Section 10.6. Notices to Trustee 46 Section 10.7. Trustee as Holder of Senior Debt 46
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions 94 Section 8.06. Repayment to Issuer 94 Section 8.07. Reinstatement 94 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders 95 Section 9.02. With Consent of Holders 96 Section 9.03. Reserved 97 Section 9.04. Revocation and Effect of Consents 97 Section 9.05. Notation on or Exchange of Notes 98 Section 9.06. Trustee and the Collateral Agent to Sign Amendments, etc. 98 Section 9.07. Payment for Consent 98 ARTICLE 10
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions. 112 SECTION 8.07. Repayment to the Co-Issuers. 112 SECTION 8.08. Reinstatement. 112 ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders. 113 SECTION 9.02. With Consent of Holders. 115 SECTION 9.03. [Reserved] 116 SECTION 9.04. Revocation and Effect of Consents. 116 Page SECTION 9.05. Notation on or Exchange of Notes. 117
Deposited Money and Government Securities to be Held in Trust. Other Miscellaneous Provisions Subject to the last paragraph of Section 10.03, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 4.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Securities held by it as provided in Section 4.04 which, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.
