Acadia Healthcare (ACHC) 8-K Entry into a Material Definitive Agreement

Exhibit 4

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 17, 2014 among U.S. BANK NATIONAL ASSOCIATION (“Trustee”), as Trustee under the Indenture referred to below, ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “Company”) and each of the guarantors party hereto (the “Guarantors”).

W I T N E S S E T H

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended from time to time, the “Indenture”), dated as of November 1, 2011 providing for the issuance of 12.875% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Company wishes to obtain certain secured debt (the “New Debt”) which would cause the Secured Leverage Ratio of the Company to exceed the threshold of 3.0 to 1.0 that is currently permitted under clause (29) of the definition of “Permitted Liens” in the Indenture, and therefore the Company desires to amend the Indenture to increase the Secured Leverage Ratio to 3.5 to 1.0 in the definition of “Permitted Liens” (the “Proposed Amendment”);

WHEREAS, the Guarantors will benefit directly or indirectly from the incurrence of the New Debt and therefore also desire to effectuate the Proposed Amendment;

WHEREAS, the Company has solicited (the “Consent Solicitation”) consents from the Holders of the Notes to effect the Proposed Amendment;

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, the Trustee has obtained evidence reasonably satisfactory to Trustee that the Holders of a majority in principal amount of the Notes consent to the Proposed Amendment;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

WHEREAS, in connection with the Consent Solicitation, Holders that have delivered and have not withdrawn a valid consent on a timely basis are entitled to receive a consent fee (the “Consent Fee”) with respect to the Notes in respect of which they have validly consented, payable within one business day following the expiration of the Consent Solicitation; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and agreement according to its terms have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee, the Company and each Guarantor hereby agree as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENTTO INDENTURE. Clause (29) of the definition of “Permitted Liens” contained in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

“(29) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.09(a) hereof;provided that at the time of incurrence such Indebtedness does not exceed the maximum principal amount of Indebtedness that, as of such date, and after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom on such date, would cause the Secured Leverage Ratio of the Company to exceed to 3.5 to 1.0;”

3. NEW YORK LAWTO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

4. This Supplemental Indenture shall become effective and binding on the Company, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the execution and delivery of it by the parties to this Supplemental Indenture, and the Proposed Amendment shall become operative upon the payment of the Consent Fee to the consenting Holders in accordance with the terms and conditions of the Consent Solicitation.

5. ORIGINAL INDENTUREAND SUPPLEMENTSAS ONE DOCUMENT. As amended and supplemented by this Supplemental Indenture and all other supplemental indentures previously executed, (collectively, the “Supplements”), the Indenture is in all respects ratified and confirmed, and the Indenture and the Supplements shall be read, taken and construed as one and the same instrument.

6. RESPONSIBILITYOF TRUSTEE. The Trustee assumes no responsibility for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein; and all of the provisions contained in the Indenture with respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like effect as if set forth herein.

7. REFERENCES. All references herein or in the Indenture to any Article, Section or provision of the Indenture shall be deemed to refer to such Article, Section or provision as hereby supplemented, unless in any case, the use or context otherwise requires.

8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECTOF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. SUCCESSORS. All agreements in this Supplemental Indenture shall bind the successors of each party hereto, except as otherwise provided in the Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, attested and delivered as of the date first written above.

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President
COMPANY:
ACADIA HEALTHCARE COMPANY, INC.
By:	/s/ Christopher L. Howard
Name:	Christopher L. Howard
Title:	Executive Vice President, General Counsel and Secretary

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GUARANTORS:

Abilene Behavioral Health, LLC Abilene Holding Company, LLC Acadia Management Company, LLC Acadia Merger Sub, LLC Acadiana Addiction Center, LLC Ascent Acquisition Corporation Ascent Acquisition Corporation - CYPDC Ascent Acquisition Corporation - PSC Austin Behavioral Hospital, LLC BCA of Detroit, LLC Behavioral Centers of America, LLC Cascade Behavioral Hospital, LLC Centerpointe Community Based Services, LLC Commodore Acquisition Sub, LLC Crossroads Regional Hospital, LLC Delta Medical Services, LLC Detroit Behavioral Institute, Inc. DMC-Memphis, LLC Generations Behavioral Health - Geneva, LLC Greenleaf Center, LLC Habilitation Center, Inc. HEP BCA Holdings Corp. Hermitage Behavioral, LLC HMIH Cedar Crest, LLC Kids Behavioral Health of Montana, Inc. Lakeland Hospital Acquisition, LLC Linden BCA Blocker Corp. Millcreek Schools, LLC Millcreek School of Arkansas, Inc. Northeast Behavioral Health, LLC Ohio Hospital for Psychiatry, LLC Options Treatment Center Acquisition Corporation PHC Meadowwood, LLC PHC of Michigan, Inc. PHC of Nevada, Inc. PHC of Utah, Inc. PHC of Virginia, LLC Piney Ridge Treatment Center, LLC Psychiatric Resource Partners, LLC Rebound Behavioral Health, LLC Red River Holding Company, LLC Red River Hospital, LLC Rehabilitation Centers, LLC Resolute Acquisition Corporation Riverview Behavioral Health, LLC Riverwoods Behavioral Health, LLC Rolling Hills Hospital, LLC RTC Resource Acquisition Corporation SBOF-BCA Holdings Corporation Seven Hills Hospital, Inc. Shaker Clinic, LLC Sonora Behavioral Health Hospital, LLC Southwestern Children’s Health Services, Inc. Southwood Psychiatric Hospital, LLC Success Acquisition, LLC Ten Broeck Tampa, LLC Ten Lakes Center, LLC Texarkana Behavioral Associates, L.C. The Refuge, A Healing Place, LLC TK Behavioral Holding Company, LLC TK Behavioral, LLC Valley Behavioral Health System, LLC Vermilion Hospital, LLC Village Behavioral Health, LLC Vista Behavioral Hospital, LLC Wellplace, Inc. Youth And Family Centered Services of New Mexico, Inc.

By:	/s/ Christopher L. Howard
Name:	Christopher L. Howard
Title:	Vice President and Secretary