Exhibit 10.1
THIRD AMENDMENT
THIS THIRD AMENDMENT (this “Amendment”) dated as of September 30, 2013 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 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 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 recently formed a new wholly-owned subsidiary, Crossroads Regional Hospital, LLC, a Delaware limited liability company, which desires to acquire substantially all of the assets (the “Transaction”) of Bayou Health Care, L.L.C., d/b/a Crossroads Regional Hospital, a Louisiana limited liability company (“Seller”);
WHEREAS, the Seller has previously incurred Indebtedness of approximately $1,050,000, in the form of a U.S. Small Business Administration “504” Loan (the “SBA Loan”) made by Louisiana Capital Certified Development Company, Inc. to Seller, which Indebtedness is secured by Liens on all of the Seller’s assets and cannot be paid off until after consummation of the Transaction;
WHEREAS, Borrower has requested certain modifications to the Credit Agreement and the requisite Lenders have agreed to such 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 (v) of Section 8.01 is amended to read as follows:
(v) Liens securing obligations in an aggregate amount not to exceed $3,000,000 outstanding at any one time.
2.2 Clause (o) of Section 8.03 is amended to read as follows:
(o) Indebtedness in an aggregate amount not to exceed $3,000,000 outstanding at any one time.
3.Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the requisite Lenders and the Administrative Agent.
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 affect 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 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]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written.
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BORROWER: | | | | ACADIA HEALTHCARE COMPANY, INC., |
| | | | a Delaware corporation |
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| | | | By: | | /s/ David Duckworth |
| | | | Name: | | David Duckworth |
| | | | Title: | | Chief Financial Officer |
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GUARANTORS: | | | | ABILENE BEHAVIORAL HEALTH, LLC, |
| | | | a Delaware limited liability company |
| | | | ACADIA - YFCS HOLDINGS, INC., a Delaware corporation |
| | | | ACADIA MANAGEMENT COMPANY, LLC, a Delaware limited liability company |
| | | | ACADIA MERGER SUB, LLC, a Delaware limited liability company |
| | | | ACADIANA ADDICTION CENTER, LLC, a Delaware limited liability company |
| | | | AMICARE BEHAVIORAL CENTERS, LLC, a Delaware limited liability company |
| | | | AMICARE CONTRACT SERVICES, LLC, a Delaware limited liability company |
| | | | ASCENT ACQUISITION CORPORATION, an Arkansas corporation |
| | | | ASCENT ACQUISITION CORPORATION—CYPDC, an Arkansas corporation |
| | | | ASCENT ACQUISITION CORPORATION—PSC, an Arkansas corporation |
| | | | BCA OF DETROIT, LLC, a Delaware limited liability company |
| | | | BEHAVIORAL CENTERS OF AMERICA, LLC,a Delaware limited liability company |
| | | | BEHAVIORAL HEALTH ONLINE, INC., a Massachusetts corporation |
| | | | CASCADE BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
| | | | CEDAR CREST CLINIC, a Texas non-profit corporation |
| | | | CENTERPOINTE COMMUNITY BASED SERVICES, INC., an Indiana corporation |
| | | | CHILD & YOUTH PEDIATRIC DAY CLINICS, INC, an Arkansas corporation |
| | | | CHILDREN’S BEHAVIORAL SOLUTIONS, LLC,a Delaware limited liability company |
| | | | COMMODORE ACQUISITION SUB, LLC,a Delaware limited liability company |
| | | |
| | | | By: | | /s/ David Duckworth |
| | | | Name: | | David Duckworth |
| | | | Title: | | Vice President and Treasurer |
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| | | | DELTA MEDICAL SERVICES, LLC, a Tennessee limited liability company |
| | | | DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation |
| | | | DMC-MEMPHIS, INC., a Tennessee corporation |
| | | | FVRE, LLC, an Arkansas limited liability company |
| | | | GENERATIONS BEHAVIORAL HEALTH—GENEVA, LLC, an Ohio limited liability company |
| | | | GREENLEAF CENTER, LLC, a Delaware limited liability company |
| | | | HABILITATION CENTER, INC., an Arkansas corporation |
| | | | HEP BCA HOLDINGS CORP., a Delaware corporation |
| | | | HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company |
| | | | HMIH CEDAR CREST, LLC, a Delaware limited liability company |
| | | | KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation |
| | | | LAKELAND HOSPITAL ACQUISITION CORPORATION, a Georgia corporation |
| | | | LAKEVIEW BEHAVIORAL HEALTH SYSTEM LLC, a Delaware limited liability company |
| | | | LINDEN BCA BLOCKER CORP., a Delaware corporation |
| | | | MED PROPERTIES, INC., an Arkansas corporation |
| | | | MEMORIAL HOSPITAL ACQUISITION CORPORATION, a New Mexico corporation |
| | | | MILLCREEK MANAGEMENT CORPORATION, a Georgia corporation |
| | | | MILLCREEK SCHOOL OF ARKANSAS, INC., an Arkansas corporation |
| | | | MILLCREEK SCHOOLS INC., a Mississippi corporation |
| | | | NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
| | | | OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company |
| | | | OPTIONS COMMUNITY BASED SERVICES, INC., an Indiana corporation |
| | | | OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,an Indiana corporation |
| | | | PEDIATRIC SPECIALTY CARE, INC., an Arkansas corporation |
| | | | PHC MEADOWWOOD, INC., a Delaware corporation |
| | | | PHC OF MICHIGAN, INC., a Massachusetts corporation |
| | | | PHC OF NEVADA, INC., a Massachusetts corporation |
| | | | PHC OF UTAH, INC., a Massachusetts corporation |
| | | | PHC OF VIRGINIA, INC., a Massachusetts corporation |
| | | | PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company |
| | | | PRC I, INC., a Delaware corporation |
| | | | PSYCHIATRIC RESOURCE PARTNERS, INC.,a Delaware limited liability company |
| | | | REBOUND BEHAVIORAL HEALTH, LLC,a South Carolina limited liability company |
| | | | RED RIVER HOSPITAL, LLC, a Delaware limited liability company |
| | | | REHABILITATION CENTERS, INC., a Mississippi corporation |
| | | |
| | | | By: | | /s/ David Duckworth |
| | | | Name: | | David Duckworth |
| | | | Title: | | Vice President and Treasurer |
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| | | | RENAISSANCE RECOVERY, INC., a Massachusetts corporation |
| | | | RESOLUTE ACQUISITION CORPORATION, an Indiana corporation |
| | | | | | |
| | | | RIVERWOODS BEHAVIORAL HEALTH, LLC, |
| | | | a Delaware limited liability company |
| | | | ROLLING HILLS HOSPITAL, INC., an Oklahoma corporation |
| | | | ROLLING HILLS PROPERTIES, INC., an Oklahoma corporation |
| | | | RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation |
| | | | SBOF-BCA HOLDINGS CORPORATION, a Delaware corporation |
| | | | SEVEN HILLS HOSPITAL, INC., a Delaware corporation |
| | | | SHAKER CLINIC, LLC, an Ohio limited liability company |
| | | | SONORA BEHAVIORAL HEALTH HOSPITAL, LLC,a Delaware limited liability company |
| | | | SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,an Arizona corporation |
| | | | SOUTHWOOD PSYCHIATRIC HOSPITAL, INC., a Pennsylvania corporation |
| | | | STONE CREST CLINC, a Michigan non-profit corporation |
| | | | SUCCESS ACQUISITION CORPORATION, an Indiana corporation |
| | | | SUNCOAST BEHAVIORAL, LLC, a Delaware limited liability company |
| | | | TBA TEXARKANA, L.L.C., a Texas limited liability company |
| | | | TEN BROECK TAMPA, INC., a Florida corporation |
| | | | TEN LAKES CENTER, LLC, a Delaware limited liability company |
| | | | TEXARKANA BEHAVIORAL ASSOCIATES, L.C.,a Texas limited liability company |
| | | | THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company |
| | | | TK BEHAVIORAL, LLC, a Delaware 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 |
| | | | VISTA BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
| | | | WELLPLACE, INC., a Massachusetts corporation |
| | | | YFCS HOLDINGS—GEORGIA, INC., a Georgia corporation |
| | | | YFCS MANAGEMENT, INC., a Georgia corporation |
| | | | YOUTH AND FAMILY CENTERED SERVICES OF FLORIDA, INC.,a Florida corporation |
| | | | YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC.,a New Mexico corporation |
| | | | YOUTH AND FAMILY CENTERED SERVICES, INC., a Georgia corporation |
| | | |
| | | | By: | | /s/ David Duckworth |
| | | | Name: | | David Duckworth |
| | | | Title: | | Vice President and Treasurer |
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ADMINISTRATIVE AGENT: | | | | BANK OF AMERICA, N.A., as Administrative Agent |
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| | | | By: | | /s/ Christine Trotter |
| | | | Name: | | Christine Trotter |
| | | | Title: | | Assistant Vice President |
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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 |
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| | | | FIFTH THIRD BANK |
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| | | | By: | | /s/ William D. Priester |
| | | | Name: | | William D. Priester |
| | | | Title: | | Senior Vice President |
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| | | | CITIBANK, N.A. |
| | | |
| | | | By: | | /s/ Alvaro De Velasco |
| | | | Name: | | Alvaro De Velasco |
| | | | Title: | | Vice President |
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| | | | ROYAL BANK OF CANADA |
| | | |
| | | | By: | | /s/ William Caggiano |
| | | | Name: | | William Caggiano |
| | | | Title: | | Authorized Signatory |
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| | | | JEFFERIES FINANCE LLC |
| | | |
| | | | By: | | /s/ J. Paul McDonnell |
| | | | Name: | | J. Paul McDonnell |
| | | | Title: | | Managing Director |
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| | | | REGIONS BANK |
| | | |
| | | | By: | | /s/ Peter Little |
| | | | Name: | | Peter Little |
| | | | Title: | | Vice President |
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| | | | RAYMOND JAMES BANK, N.A. |
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| | | | By: | | |
| | | | Name: | | |
| | | | Title: | | |
[SIGNATURE PAGES CONTINUE]
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| | | | GENERAL ELECTRIC CAPITAL CORPORATION |
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| | | | By: | | /s/ John Dale |
| | | | Name: | | John Dale |
| | | | Title: | | Duly Authorized Signatory |
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| | | | GE CAPITAL BANK (f/k/a GE CAPITAL FINANCIAL INC.) |
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| | | | By: | | /s/ Heather-Leigh Glade |
| | | | Name: | | Heather-Leigh Glade |
| | | | Title: | | Duly Authorized Signatory |
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| | | | CADENCE BANK, N.A. |
| | | |
| | | | By: | | /s/ William H. Crawford |
| | | | Name: | | William H. Crawford |
| | | | Title: | | Executive Vice President |
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| | | | CAPITAL ONE, N.A. |
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| | | | By: | | |
| | | | Name: | | |
| | | | Title: | | |
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| | | | BANK OF MONTREAL |
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| | | | By: | | |
| | | | Name: | | |
| | | | Title: | | |
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| | | | PINNACLE BANK |
| | | |
| | | | By: | | /s/ Allison H. Jones |
| | | | Name: | | Allison H. Jones |
| | | | Title: | | Senior Vice President |
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| | | | FIRST TENNESSEE BANK |
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| | | | By: | | |
| | | | Name: | | |
| | | | Title: | | |
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| | | | CAPSTAR BANK |
| | | |
| | | | By: | | /s/ Timothy B. Fouts |
| | | | Name: | | Timothy B. Fouts |
| | | | Title: | | Senior Vice President |
[SIGNATURE PAGES CONTINUE]
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| | | | JEFFERIES GROUP LLC |
| | | |
| | | | By: | | /s/ John Stacconi |
| | | | Name: | | John Stacconi |
| | | | Title: | | Global Treasurer |
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| | | | JFIN CLO 2007 LTD |
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| | | | BY: | | JEFFERIES FINANCE LLC, as Collateral Manager |
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| | | | | | By: | | /s/ J. Paul McDonnell |
| | | | | | Name: | | J. Paul McDonnell |
| | | | | | Title: | | Managing Director |
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| | | | JFIN FUND III LLC |
| | | |
| | | | By: | | /s/ J. Paul McDonnell |
| | | | Name: | | J. Paul McDonnell |
| | | | Title: | | Managing Director |
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| | | | JFIN CAPITAL 2013 LLC |
| | | |
| | | | By: | | /s/ J. Paul McDonnell |
| | | | Name: | | J. Paul McDonnell |
| | | | Title: | | Managing Director |