FIRST AMENDMENT
Exhibit 10.3
FIRST AMENDMENT
THIS
FIRST AMENDMENT (this “Amendment”) dated as of July
12, 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 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. In Section 7.14(b) of the Credit Agreement the reference to “Within one hundred (120) days after the Closing Date” is amended to read “By no later than December 15, 2011”. |
3. Conditions
Precedent. This amendment shall be effective upon the receipt by
the Administrative Agent of counterparts of this Amendment executed
by the Borrower, the Guarantors and the Required Lenders.
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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. 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.
6. 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.
7. 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.
8. No Other Changes. Except as modified hereby, all of the terms and provisions of
the Loan Documents shall remain in full force and effect.
9. 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
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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.
10. 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 First Amendment to be duly
executed as of the date first above written.
BORROWER:
|
ACADIA HEALTHCARE COMPANY, INC., | |
| a Delaware corporation | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: Xxxx X. Xxxxxx | ||
| Title: Chief Executive Officer | ||
GUARANTORS:
|
ACADIA HEALTHCARE HOLDINGS, LLC, | |
| a Delaware limited liability company | ||
| ACADIA MANAGEMENT COMPANY,
INC., a Delaware corporation |
||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: Xxxx X. Xxxxxx | ||
| Title: Chief Executive Officer | ||
| 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/ Xxxx X. Xxxxxx | ||
| Name: Xxxx X. Xxxxxx | ||
| Title: 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 | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: Xxxx X. Xxxxxx | ||
| Title: President |
[SIGNATURE PAGES FOLLOW]
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A., as Administrative Agent | |
| By: /s/ Xxxx X. Xxxxxxx | ||
| Name: Xxxx X. Xxxxxxx | ||
| Title: Vice President |
[SIGNATURE PAGES FOLLOW]
LENDERS:
|
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | |||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
| FIFTH THIRD BANK | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxxxx | |||
| Title: | Duly Authorized Signatory | |||
| CITIGROUP GLOBAL MARKETS, INC. | ||||
| By: | /s/ Xxxx Xxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | Vice President | |||
| REGIONS BANK | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| XXXXXXX XXXXX BANK, FSB | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ROYAL BANK OF CANADA | ||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Authorized Signatory | |||
| FIRST TENNESSEE BANK | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[SIGNATURE PAGES FOLLOW]
| CAPSTAR BANK | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
| GE CAPITAL FINANCIAL INC. | ||||
| By: | /s/ Xxxxxxx-Xxxxx Glade | |||
| Name: | Xxxxxxx-Xxxxx Glade | |||
| Title: | Duly Authorized Signatory | |||
