THIRD REFINANCING FACILITIES AMENDMENT Dated as of March 29, 2018 to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 2012 among ACADIA HEALTHCARE COMPANY, INC., as the Borrower, ITS SUBSIDIARIES IDENTIFIED HEREIN, as the Guarantors,...
Exhibit 10
Published CUSIP Number:
Deal: 00000XXX0
THIRD REFINANCING FACILITIES AMENDMENT
Dated as of March 29, 2018
to the
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 31, 2012
among
ACADIA HEALTHCARE COMPANY, INC.,
as the Borrower,
ITS SUBSIDIARIES IDENTIFIED HEREIN,
as the Guarantors,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer,
DEUTSCHE BANK SECURITIES INC.,
MUFG UNION BANK, N.A.
REGIONS BANK,
XXXXX FARGO BANK, NATIONAL ASSOCIATION, and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Co-Documentation Agents,
CAPITAL ONE, N.A.
FIFTH THIRD BANK,
BMO CAPITAL MARKETS CORP.,
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK and
CITIBANK, N.A.
as Co-Syndication Agents
and
THE OTHER LENDERS PARTY HERETO
Arranged By:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,
CAPITAL ONE, N.A.,
FIFTH THIRD BANK,
BMO CAPITAL MARKETS CORP.,
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK and
CITIBANK, N.A.
as Joint Lead Arrangers and Joint Bookrunners
THIRD REFINANCING FACILITIES AMENDMENT
THIS THIRD REFINANCING FACILITIES AMENDMENT (this “Amendment”) dated as of March 29, 2018 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 Refinancing Lenders (defined below) 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 that certain 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 notified the Administrative Agent that pursuant to Section 2.17 of the Credit Agreement certain Lenders identified on the signature pages hereto (collectively, the “Refinancing Lenders”) have agreed to refinance in full the existing Revolving Facility and the outstanding Refinancing Tranche A Term Loan with a Revolving Facility in the amount of $500,000,000 (the “Refinancing Revolving Facility”) and a term loan in the amount of $380,000,000 (the “Refinancing Tranche A Term Facility”; and together with the Refinancing Revolving Facility, the “Refinancing Facilities”).
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 (as amended by this Amendment).
2. Establishment of Refinancing Facilities.
2.1. This Amendment is a Refinancing Facility Amendment.
2.2. Subject to the terms and conditions provided herein, the Refinancing Revolving Facility and the Refinancing Tranche A Term Facility are established pursuant to Section 2.17 of the Credit Agreement.
2.3. Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Refinancing Lender severally agrees to make Revolving Loans to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. All Letters of Credit that are outstanding under the Credit Agreement immediately prior to this Amendment shall be deemed to have been issued under the Refinancing Revolving Facility from and after the date hereof and shall be subject to and governed by the terms and conditions of the Credit Agreement as amended by this Amendment.
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2.4. Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Refinancing Lender severally agrees to make its portion of a term loan (the “Refinancing Tranche A Term Loan”) to the Borrower in Dollars in a single advance on the date hereof in an amount not to exceed such Lender’s commitment to the Refinancing Tranche A Term Loan set forth on Schedule A hereto. Amounts repaid on the Refinancing Tranche A Term Loan may not be reborrowed. The Refinancing Tranche A Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.
2.5. The Borrower shall prepay the existing Refinancing Tranche A Term Loan and all existing Revolving Loans outstanding immediately prior to the effectiveness of this Amendment.
2.6. Concurrent with the effectiveness of this Amendment the Revolving Commitments of each Lender existing immediately prior to the effectiveness of this Amendment are automatically and permanently terminated.
2.7 Concurrent with the effectiveness of this Amendment, (a) each reference to “Aggregate Revolving Commitments”, “Revolving Facility”, “Revolving Loan” and “Revolving Commitment” shall be deemed to be references to the Refinancing Revolving Facility established pursuant to this Amendment and (b) each reference to “Refinancing Tranche A Term Loan” shall be deemed to be a reference to the Refinancing Tranche A Term Facility established pursuant to this Amendment.
3. Amendments to the Credit Agreement. The Credit Agreement is amended as follows:
3.1 The following definition is added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Third Refinancing Facilities Amendment Effective Date” means March 29, 2018.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
3.2 The definition of “Aggregate Revolving Commitments” is amended by replacing “Refinancing Facilities Amendment Effective Date” with “Third Refinancing Facilities Amendment Effective Date”.
3.3 The definition of “Applicable Rate” is amended by (a) replacing each instance of “Refinancing Facilities Amendment Effective Date” with “Third Refinancing Facilities Amendment Effective Date” and (b) replacing the table set forth therein with:
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| Pricing Tier |
Consolidated Leverage Ratio |
Eurodollar Rate Loans |
Base Rate Loans |
Commitment Fee |
||||||||||
| 1 |
< 3.50:1.0 | 1.50 | % | 0.50 | % | 0.20 | % | |||||||
| 2 |
> 3.50:1.0 but < 4.00:1.0 | 1.75 | % | 0.75 | % | 0.25 | % | |||||||
| 3 |
> 4.00:1.0 but < 4.50:1.0 | 2.00 | % | 1.00 | % | 0.30 | % | |||||||
| 4 |
> 4.50:1.0 but < 5.25:1.0 | 2.25 | % | 1.25 | % | 0.35 | % | |||||||
| 5 |
> 5.25:1.0 | 2.50 | % | 1.50 | % | 0.40 | % | |||||||
3.4 The definition of “Refinancing Tranche A Term Loan” is amended by replacing “Refinancing Facilities Amendment Effective Date” with “Third Refinancing Facilities Amendment Effective Date”.
3.5 Section 2.07(c) is amended by replacing the table set forth therein in its entirety to read as follows:
| Payment Dates | Principal Amortization Payment | |
| June 30, 2018 | $4,750,000 | |
| September 30, 2018 | $4,750,000 | |
| December 31, 2018 | $4,750,000 | |
| March 31, 2019 | $4,750,000 | |
| June 30, 2019 | $4,750,000 | |
| September 30, 2019 | $4,750,000 | |
| December 31, 2019 | $4,750,000 | |
| March 31, 2020 | $7,125,000 | |
| June 30, 2020 | $7,125,000 | |
| September 30, 2020 | $7,125,000 | |
| December 31, 2020 | $7,125,000 | |
| March 31, 2021 | $9,500,000 | |
| June 30, 2021 | $9,500,000 | |
| September 30, 2021 | $9,500,000 | |
| Maturity Date | Outstanding Principal Balance of the Refinancing Tranche A Term Loan |
For the purposes of clarity, no principal payment shall be required to be made for the fiscal quarter ending March 31, 2018.
3.6 Section 6.12 of the Credit Agreement is amended by adding a new clause (d) to the end of such section to read as follows:
(d) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
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3.7 Section 7.02(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(h) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b) (other than with respect to the fourth Fiscal Quarter with respect to the financial statements delivered pursuant to Section 7.01(b)), the Borrower shall deliver management’s discussion and analysis of such financial statements describing results of operations of the Borrower and its Subsidiaries in the form customarily prepared by management of the Borrower.
3.8 A new Section 10.12 is added to the end of Article X of the Credit Agreement to read as follows:
10.12 ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
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(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:
(i) none of the Administrative Agent or any other Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),
(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v) no fee or other compensation is being paid directly to the Administrative Agent or any other Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
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(c) The Administrative Agent and each other Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
4. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Effective Date”) upon satisfaction of each of the following conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent:
4.1. Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party, each Refinancing Lender and the Administrative Agent.
4.2. Opinions of Counsel. Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties addressed to the Administrative Agent and each Lender, dated as of the date of this Amendment.
4.3. Resolutions; Good Standings. Receipt by the Administrative Agent of the following:
(a) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and
(b) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
4.4. Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the date of this Amendment certifying that as of such date and after giving effect to the transactions contemplated by 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.
4.5. Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the outstanding Revolving Loans and Refinancing Tranche A Term Loan as of Effective Date for the benefit of the Lenders immediately before giving effect to this Amendment.
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4.6. Fees. Receipt by the Administrative Agent, MLPF&S and the Lenders of any fees required to be paid on or before the date of this Amendment.
4.7. Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with Section 11.04 of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Without limiting the generality of the provisions of the last paragraph of Section 10.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date of this Amendment specifying its objection thereto.
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.
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. ERISA Lender Representation. Each Refinancing Lender (x) represents and warrants, as of the Effective Date, to, and (y) covenants, from the Effective Date to the date such Person ceases being a Refinancing Lender to the Credit Agreement, for the benefit of, the Administrative Agent and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the provisions in Section 10.12(a) to the Credit Agreement (after giving effect to this Amendment) is true and correct.
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10. FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
11. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
12. 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.
13. 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, each of the parties hereto has caused a counterpart of this Third Refinancing Facilities Amendment to be duly executed and delivered as of the date first above written.
| BORROWER: | ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation | |||||
| By: | /s/ Xxxxx Xxxxxx |
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| Name: | Xxxxx Xxxxxx | |||||
| Title: | President | |||||
| GUARANTORS: | ABILENE HOLDING COMPANY, LLC, |
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| a Delaware limited liability company | ||||||
| ABILENE LEGACY SUB, LLC, a Delaware limited liability company |
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| ACADIA CHATTANOOGA HOLDINGS, LLC, a Tennessee limited liability company |
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| ACADIA CRESTWYN HOLDINGS, LLC, a Tennessee limited liability company |
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| ACADIA JV HOLDINGS, LLC, a Delaware limited liability company |
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| ACADIA LAPLACE HOLDINGS, LLC, a Delaware limited liability company |
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| ACADIA MANAGEMENT COMPANY, LLC, a Delaware limited liability company |
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| ACADIA MERGER SUB, LLC, a Delaware limited liability company |
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| ACADIA READING HOLDINGS, LLC, a Delaware limited liability company |
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| ACADIANA ADDICTION CENTER, LLC, a Delaware limited liability company |
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| ADVANCED TREATMENT SYSTEMS, LLC, a Virginia limited liability company |
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| ASCENT ACQUISITION, LLC, an Arkansas limited liability company |
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| ASCENT ACQUISITION—CYPDC, LLC, an Arkansas limited liability company |
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| ASCENT ACQUISITION—PSC, LLC, an Arkansas limited liability company |
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| ASPEN EDUCATION GROUP, INC., a California corporation |
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| ASPEN YOUTH, INC., a California corporation |
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| ATS OF XXXXX COUNTY, LLC, a Virginia limited liability company |
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| ATS OF DELAWARE, LLC, a Virginia limited liability company |
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| By: | /s/ Xxxxx Xxxxxx |
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| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| ATS OF NORTH CAROLINA, LLC, a Virginia limited liability company |
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| AUSTIN BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
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| AUSTIN EATING DISORDERS PARTNERS, LLC, a Missouri limited liability company |
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| BATON ROUGE TREATMENT CENTER, LLC, a Louisiana limited liability company |
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| BAYSIDE MARIN, INC., a Delaware corporation |
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| BCA OF DETROIT, LLC, a Delaware limited liability company |
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| BECKLEY TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| BELMONT BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
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| BGI OF BRANDYWINE, LLC, a Virginia limited liability company |
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| BOWLING GREEN INN OF SOUTH DAKOTA, INC., a Virginia corporation |
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| CALIFORNIA TREATMENT SERVICES, LLC a California limited liability company |
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| CARTERSVILLE CENTER, LLC, a Georgia limited liability company |
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| CASCADE BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company | ||||||
| CASCADE BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
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| CAPS OF VIRGINIA, LLC, a Virginia limited liability company |
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| CENTER FOR BEHAVIORAL HEALTH—HA, LLC, a Pennsylvania limited liability company |
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| CENTER FOR BEHAVIORAL HEALTH-ME, INC., a Maine corporation |
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| CENTER FOR BEHAVIORAL HEALTH-PA, LLC, a Pennsylvania limited liability company |
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| CENTERPOINTE COMMUNITY BASED SERVICES, LLC, an Indiana limited liability company | ||||||
| CHARLESTON TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| CLARKSBURG TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| CLEARBROOK TREATMENT CENTERS LAND LLC, a Pennsylvania limited liability company |
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| By: | /s/ Xxxxx Xxxxxx |
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| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| CLEARBROOK TREATMENT CENTERS, LLC, a Pennsylvania limited liability company |
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| COMMODORE ACQUISITION SUB, LLC, a Delaware limited liability company |
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| XXXXXX BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
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| CRC ED TREATMENT, LLC, a Delaware limited liability company |
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| CRC GROUP, LLC, a Delaware limited liability company |
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| CRC HEALTH, LLC, a Delaware limited liability company |
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| CRC HEALTH OREGON, LLC, an Oregon limited liability company |
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| CRC HEALTH TENNESSEE, LLC, a Tennessee limited liability company |
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| CRC RECOVERY, INC., a Delaware corporation |
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| CRC WISCONSIN RD, LLC, a Wisconsin limited liability company |
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| CROSSROADS REGIONAL HOSPITAL, LLC, a Delaware limited liability company |
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| DELTA MEDICAL SERVICES, LLC, a Tennessee limited liability company |
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| DETROIT BEHAVIORAL INSTITUTE, LLC, a Massachusetts limited liability company |
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| DHG SERVICES, LLC, a Delaware limited liability company |
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| DISCOVERY HOUSE CC, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE CU, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE MA, INC., a Massachusetts corporation |
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| DISCOVERY HOUSE MONROEVILLE, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE OF CENTRAL MAINE, INC., a Maine corporation |
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| DISCOVERY HOUSE TV, INC., a Utah corporation |
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| DISCOVERY HOUSE UTAH, INC., a Utah corporation |
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| DISCOVERY HOUSE WC INC., a Maine corporation |
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| By: | /s/ Xxxxx Xxxxxx |
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| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| DISCOVERY HOUSE, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE-BC, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE-BR, INC., a Maine corporation |
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| DISCOVERY HOUSE-GROUP, LLC, a Delaware limited liability company |
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| DISCOVERY HOUSE-HZ, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE-LT, INC., a Utah corporation |
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| DISCOVERY HOUSE-NC, LLC, a Pennsylvania limited liability company |
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| DISCOVERY HOUSE-UC, INC., a Utah corporation |
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| DMC—MEMPHIS, LLC, a Tennessee limited liability company |
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| XXXXX’X NAPA VALLEY REHAB, LLC, a Delaware limited liability company |
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| EAST INDIANA TREATMENT CENTER, LLC, an Indiana limited liability company |
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| EVANSVILLE TREATMENT CENTER, LLC, an Indiana limited liability company |
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| FĒNX HEALTHCARE, LLC, a Delaware limited liability company |
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| FOUR CIRCLES RECOVERY CENTER, LLC, a Delaware limited liability company |
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| GALAX TREATMENT CENTER, LLC, a Virginia limited liability company |
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| GENERATIONS BH, LLC, an Ohio limited liability company |
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| XXXXXXX STREET WELLNESS CENTER, LLC, a Delaware limited liability company |
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| GREENBRIER ACQUISITION, LLC, a Delaware limited liability company |
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| GREENBRIER HOLDINGS, L.L.C., a Louisiana limited liability company |
||||||
| GREENBRIER HOSPITAL, L.L.C., a Louisiana limited liability company |
||||||
| GREENBRIER REALTY, L.L.C., a Louisiana limited liability company |
||||||
| XXXXXXXXX CENTER, LLC, a Delaware limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| HABILITATION CENTER, LLC, an Arkansas limited liability company |
||||||
| HABIT OPCO, LLC, a Delaware limited liability company |
||||||
| HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company |
||||||
| HCP POLARIS INVESTMENT, LLC, a Delaware limited liability company |
||||||
| HENRYVILLE INN, LLC, a Pennsylvania limited liability company |
||||||
| HMIH CEDAR CREST, LLC, a Delaware limited liability company |
||||||
| HUNTINGTON TREATMENT CENTER, LLC, a West Virginia limited liability company |
||||||
| INDIANAPOLIS TREATMENT CENTER, LLC, an Indiana limited liability company |
||||||
| KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation |
||||||
| LAKELAND HOSPITAL ACQUISITION, LLC, a Georgia limited liability company |
||||||
| XXXXXXXX GROUP, LLC, a Missouri limited liability company |
||||||
| XXXXXXXX PROPERTIES, LLC, a Missouri limited liability company |
||||||
| MILLCREEK SCHOOL OF ARKANSAS, LLC, an Arkansas limited liability company |
||||||
| MILLCREEK SCHOOLS, LLC, a Mississippi limited liability company |
||||||
| MILWAUKEE HEALTH SERVICES SYSTEM, LLC a California limited liability company |
||||||
| NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
||||||
| OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company |
||||||
| OPTIONS TREATMENT CENTER ACQUISITION CORPORATION, an Indiana corporation | ||||||
| PARKERSBURG TREATMENT CENTER, LLC, a West Virginia limited liability company |
||||||
| PARK ROYAL FEE OWNER, LLC, a Delaware limited liability company |
||||||
| PHC MEADOWWOOD, LLC, a Delaware limited liability company |
||||||
| PHC OF MICHIGAN, LLC, a Massachusetts limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| PHC OF NEVADA, INC., a Massachusetts corporation |
||||||
| PHC OF UTAH, INC., a Massachusetts corporation |
||||||
| PHC OF VIRGINIA, LLC, a Massachusetts limited liability company |
||||||
| PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company |
||||||
| POCONO MOUNTAIN RECOVERY CENTER LAND LLC, a Pennsylvania limited liability company | ||||||
| POCONO MOUNTAIN RECOVERY CENTER, LLC, a Pennsylvania limited liability company |
||||||
| POLARIS HOSPITAL HOLDINGS, LLC, a Nevada limited liability company |
||||||
| PSYCHIATRIC RESOURCE PARTNERS, LLC, a Delaware limited liability company |
||||||
| QUALITY ADDICTION MANAGEMENT, INC., a Wisconsin corporation |
||||||
| R.I.S.A.T., LLC, a Rhode Island limited liability company |
||||||
| REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company |
||||||
| RED RIVER HOLDING COMPANY, LLC , a Delaware limited liability company |
||||||
| RED RIVER HOSPITAL, LLC, a Delaware limited liability company |
||||||
| REHABILITATION CENTERS, LLC, a Mississippi limited liability company |
||||||
| RESOLUTE ACQUISITION CORPORATION, an Indiana corporation |
||||||
| RICHMOND TREATMENT CENTER, LLC, an Indiana limited liability company |
||||||
| RIVERVIEW BEHAVIORAL HEALTH, LLC, a Texas limited liability company |
||||||
| RIVERWOODS BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
||||||
| ROCK CREST DRIVE, LLC, a Pennsylvania limited liability company |
||||||
| ROCK CREST LLC LIMITED LIABILITY COMPANY, a Pennsylvania limited liability company |
||||||
| ROLLING HILLS HOSPITAL, LLC, an Oklahoma limited liability company |
||||||
| SAHARA HEALTH SYSTEMS, L.L.C., a Louisiana limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation |
||||||
| SAN DIEGO HEALTH ALLIANCE, a California corporation |
||||||
| SAN DIEGO TREATMENT SERVICES, LLC a California limited liability company |
||||||
| SERENITY KNOLLS, a California corporation |
||||||
| SEVEN HILLS HOSPITAL, LLC, a Delaware limited liability company |
||||||
| SHAKER CLINIC, LLC, an Ohio limited liability company |
||||||
| SHELTERED LIVING INCORPORATED, a Texas corporation |
||||||
| SIERRA TUCSON, LLC, a Delaware limited liability company |
||||||
| SKYWAY HOUSE, LLC, a Delaware limited liability company |
||||||
| SOBER LIVING BY THE SEA, INC., a California corporation |
||||||
| SONORA BEHAVIORAL HEALTH HOSPITAL, LLC, a Delaware limited liability company |
||||||
| SOUTHERN INDIANA TREATMENT CENTER, LLC, an Indiana limited liability company |
||||||
| SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC., an Arizona corporation | ||||||
| SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC, a Pennsylvania limited liability company |
||||||
| STRUCTURE HOUSE, LLC, a Delaware limited liability company |
||||||
| SUCCESS ACQUISITION, LLC, an Indiana limited liability company |
||||||
| SUWS OF THE CAROLINAS, INC., a Delaware corporation |
||||||
| TEN LAKES CENTER, LLC, an Ohio limited liability company |
||||||
| TEXARKANA BEHAVIORAL ASSOCIATES, L.C., a Texas limited liability company |
||||||
| THE CAMP RECOVERY CENTER, LLC, a California limited liability company |
||||||
| TK BEHAVIORAL, LLC, a Delaware limited liability company |
||||||
| TK BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| TRANSCULTURAL HEALTH DEVELOPMENT, INC., a California corporation |
||||||
| TREATMENT ASSOCIATES, INC., a California corporation |
||||||
| TRUSTPOINT HOSPITAL, LLC, a Tennessee 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 |
||||||
| VIRGINIA TREATMENT CENTER, LLC, a Virginia limited liability company |
||||||
| VISTA BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company |
||||||
| VISTA BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
||||||
| VITA NOVA, LLC, a Rhode Island limited liability company |
||||||
| VOLUNTEER TREATMENT CENTER, LLC, a Tennessee limited liability company |
||||||
| WCHS, INC., a California corporation |
||||||
| XXXXXXX WELLNESS PROFESSIONALS, LLC, a Missouri limited liability company |
||||||
| WELLPLACE, LLC, a Massachusetts limited liability company |
||||||
| WHEELING TREATMENT CENTER, LLC, a West Virginia limited liability company |
||||||
| WHITE DEER REALTY, LLC, a Pennsylvania limited liability company |
||||||
| WHITE DEER RUN, LLC, a Pennsylvania limited liability company |
||||||
| WICHITA TREATMENT CENTER INC., a Kansas corporation |
||||||
| XXXXXXXXXX TREATMENT CENTER, LLC a West Virginia limited liability company |
||||||
| WILMINGTON TREATMENT CENTER, LLC, a Virginia limited liability company |
||||||
| YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC., a New Mexico corporation | ||||||
| YOUTH CARE OF UTAH, INC., a Delaware corporation |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and Assistant Secretary | |||||
[SIGNATURE PAGES CONTINUE]
| BOWLING GREEN INN OF PENSACOLA, LLC, a Virginia limited liability company |
||||||
| TEN BROECK TAMPA, LLC, a Florida limited liability company |
||||||
| THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company |
||||||
| THE REFUGE – THE NEST, LLC, a Florida limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | President | |||||
[SIGNATURE PAGES CONTINUE]
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |||||
| By: | /s/ Xxxxx Lov |
|||||
| Name: | Xxxxx Lov | |||||
| Title: | Assistant Vice President | |||||
| REFINANCING LENDERS: | BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender |
|||||
| By: | /s/ H. Xxxx Xxxxxx |
|||||
| Name: | H. Xxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
| HEALTHCARE FINANCIAL SOLUTIONS, LLC | ||||||
| By: | /s/ Xxxxxx Xxxxxx |
|||||
| Name: | Xxxxxx Xxxxxx | |||||
| Title: | Duly Authorized Signatory | |||||
| FIFTH THIRD BANK | ||||||
| By: | /s/ Xxxxxx Xxxxx |
|||||
| Name: | Xxxxxx Xxxxx | |||||
| Title: | Director | |||||
| BANK OF MONTREAL | ||||||
| By: | /s/ Xxxx Xxxxxxxxxxx |
|||||
| Name: | Xxxx Xxxxxxxxxxx | |||||
| Title: | Managing Director | |||||
| CITIBANK, N.A. | ||||||
| By: | /s/ Xxxxxx Xx Xxxxxxx |
|||||
| Name: | Xxxxxx Xx Xxxxxxx | |||||
| Title: | Vice President | |||||
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||||||
| By: | /s/ Xxxx Xxxx |
|||||
| Name: | Xxxx Xxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxx Xxxxxx |
|||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Director | |||||
[SIGNATURE PAGES CONTINUE]
| DEUTSCHE BANK AG NEW YORK BRANCH | ||||||
| By: | /s/ Xxxxxxxxxx Xxxxxx |
|||||
| Name: | Xxxxxxxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxx Xxxxx |
|||||
| Name: | Xxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| MUFG UNION BANK, N.A. | ||||||
| By: | /s/ Xxxxx Xxxx |
|||||
| Name: | Xxxxx Xxxx | |||||
| Title: | Director | |||||
| REGIONS BANK | ||||||
| By: | /s/ J. Xxxxxxx Xxxxxxx |
|||||
| Name: | J. Xxxxxxx Xxxxxxx | |||||
| Title: | SVP and Managing Director | |||||
| XXXXX FARGO BANK, N.A. | ||||||
| By: | /s/ Xxxxx Xxxxxx |
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Managing Director | |||||
| JEFFERIES FINANCE LLC | ||||||
| By: | /s/ Xxxxx Xxxxxxx |
|||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Managing Director | |||||
| XXXXXXX XXXXX BANK, N.A. | ||||||
| By: | /s/ Xxxxxxxxx X. Xxxx |
|||||
| Name: | Xxxxxxxxx X. Xxxx | |||||
| Title: | Senior Vice President | |||||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION | ||||||
| By: | /s/ Xxxxx Wind |
|||||
| Name: | Xxxxx Wind | |||||
| Title: | SVP | |||||
[SIGNATURE PAGES CONTINUE]
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||||||
| By: | /s/ Xxxx Xxx Xxx |
|||||
| Name: | Xxxx Xxx Xxx | |||||
| Title: | Executive Director | |||||
| CADENCE BANK, N.A. | ||||||
| By: | /s/ Xxxx X. Xxxxx III |
|||||
| Name: | Xxxx X. Xxxxx III | |||||
| Title: | AVP | |||||
| UBS AG, STAMFORD BRANCH | ||||||
| By: | /s/ Xxxxxxx Xxxxx |
|||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxxx Xxxxxxx |
|||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Associate Director | |||||
| PINNACLE BANK | ||||||
| By: | /s/ Xxxxxxx Xxxxx |
|||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | Senior Vice President | |||||
| FRANKLIN SYNERGY BANK | ||||||
| By: | /s/ Xxxxxxx X. Xxxxx |
|||||
| Name: | Xxxxxxx X. Xxxxx | |||||
| Title: | Executive Vice President | |||||
| CAPITAL BANK CORPORATION | ||||||
| First Tennessee Bank National Association, successor by | ||||||
| Merger to Capital Bank Corporation | ||||||
| By: | /s/ Xxxxx Wind |
|||||
| Name: | Xxxxx Wind | |||||
| Title: | SVP | |||||
| SUNTRUST BANK | ||||||
| By: | /s/ Xxxxx Xxxxx |
|||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Vice President | |||||
[SIGNATURE PAGES CONTINUE]
| CAPSTAR BANK | ||||||
| By: | /s/ Xxxxx X. Xxxxxxx |
|||||
| Name: | Xxxxx X. Xxxxxxx | |||||
| Title: | SVP, Healthcare Group | |||||
| WHITNEY BANK | ||||||
| By: | /s/ Xxxx X. Xxxxxx |
|||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | SVP | |||||
SCHEDULE A
| Lender |
Revolving Commitment |
Revolving Commitment Applicable Percentage |
Refinancing Tranche A Term Loan Commitment |
Refinancing Tranche A Term Loan Applicable Percentage |
||||||||||||
| Bank of America, N.A. |
$ | 53,937,947.47 | 10.787589494 | % | $ | 57,058,949.89 | 15.015513129 | % | ||||||||
| Healthcare Financial Solutions, LLC |
$ | 48,544,152.74 | 9.708830548 | % | $ | 39,383,054.90 | 10.363961816 | % | ||||||||
| Fifth Third Bank |
$ | 40,992,840.10 | 8.198568020 | % | $ | 33,256,801.90 | 8.000000000 | % | ||||||||
| Bank of Montreal |
$ | 32,362,768.50 | 6.000000000 | % | $ | 26,255,369.94 | 6.909307879 | % | ||||||||
| Crédit Agricole Corporate and Investment Bank |
$ | 32,362,768.50 | 6.472553700 | % | $ | 26,255,369.94 | 6.909307879 | % | ||||||||
| Citibank, N.A. |
$ | 32,362,768.50 | 6.472553700 | % | $ | 26,255,369.94 | 6.909307879 | % | ||||||||
| Deutsche Bank AG New York Branch |
$ | 26,968,973.75 | 5.393794750 | % | $ | 21,879,474.93 | 5.757756561 | % | ||||||||
| MUFG Union Bank, N.A. |
$ | 26,968,973.75 | 5.393794750 | % | $ | 21,879,474.93 | 5.757756561 | % | ||||||||
| Regions Bank |
$ | 26,968,973.75 | 5.393794750 | % | $ | 21,879,474.93 | 5.757756561 | % | ||||||||
| Xxxxx Fargo Bank, N.A. |
$ | 26,968,973.75 | 5.393794750 | % | $ | 21,879,474.93 | 5.757756561 | % | ||||||||
| JPMorgan Chase Bank, National Association |
$ | 26,968,973.75 | 5.393794750 | % | — | — | ||||||||||
| Jefferies Finance LLC |
$ | 10,000,000.00 | 2.000000000 | % | — | — | ||||||||||
| Xxxxxxx Xxxxx Bank, N.A. |
$ | 21,575,179.00 | 4.315035800 | % | $ | 17,503,579.96 | 4.606205253 | % | ||||||||
| Cadence Bank, N.A. |
$ | 13,484,486.87 | 2.696897374 | % | $ | 10,939,737.49 | 2.878878287 | % | ||||||||
| Lender |
Revolving Commitment |
Revolving Commitment Applicable Percentage |
Refinancing Tranche A Term Loan Commitment |
Refinancing Tranche A Term Loan Applicable Percentage |
||||||||||||
| UBS AG, Stamford Branch |
$ | 20,000,000.00 | 4.000000000 | % | — | — | ||||||||||
| SunTrust Bank |
$ | 11,284,000.12 | 2.256800024 | % | $ | 13,715,999.88 | 3.609473653 | % | ||||||||
| Pinnacle Bank |
$ | 10,787,589.50 | 2.157517900 | % | $ | 8,751,789.98 | 2.303102626 | % | ||||||||
| First Tennessee Bank National Association |
$ | 10,787,589.50 | 2.157517900 | % | $ | 8,751,789.98 | 2.303102626 | % | ||||||||
| Franklin Synergy Bank |
$ | 9,169,451.07 | 1.833890214 | % | $ | 7,439,021.49 | 1.957637234 | % | ||||||||
| Whitney Bank |
$ | 6,715,999.88 | 1.343199976 | % | $ | 8,163,475.05 | 2.148282908 | % | ||||||||
| Capital Bank Corporation |
$ | 5,393,794.75 | 1.078758950 | % | $ | 4,375,894.97 | 1.151551308 | % | ||||||||
| Capstar Bank |
$ | 5,393,794.75 | 1.078758950 | % | $ | 4,375,894.97 | 1.151551308 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total: |
500,000,000.00 | 100.000000000 | % | $ | 380,000,000.00 | 100.000000000 | % | |||||||||
|
|
|
|
|
|
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