UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of Principal Executive Offices) |
(Zip Code) | |||
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 21, 2020, Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), entered into a Thirteenth Amendment (the “Amendment”) to its Amended and Restated Credit Agreement, dated as of December 31, 2012 (as amended, restated or otherwise modified to date, the “Amended and Restated Credit Agreement”). As of the effective date thereof, the Amendment increases the maximum covenant levels for the Company’s consolidated leverage ratio for the next three fiscal quarters as reflected in the following table:
| Fiscal Quarter Ending |
Pre-Amendment Maximum Consolidated |
Post-Amendment Maximum Consolidated Leverage Ratio |
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| June 30, 2020 |
5.75x |
6.50x |
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| September 30, 2020 |
5.75x |
6.50x |
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| December 31, 2020 |
5.50x |
6.25x |
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| March 31, 2021 |
5.25x |
5.25x |
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| June 30, 2021 |
5.25x |
5.25x |
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| September 30, 2021 and thereafter |
5.00x |
5.00x |
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The foregoing is only a summary of the material terms of the Amendment and does not purport to be complete, and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent required, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |||
| 10 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACADIA HEALTHCARE COMPANY, INC. | ||||||
| Date: April 22, 2020 |
By: |
/s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
Exhibit 10
THIRTEENTH AMENDMENT
THIS THIRTEENTH AMENDMENT (this “Amendment”) dated as of April 21, 2020 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 requested the Pro Rata Facilities Lenders make certain modifications to the Credit Agreement, and the Required Pro Rata Facilities Lenders have agreed to such modifications on the terms 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. Amendment to the Credit Agreement. The table in Section 8.11(a) is amended and restated in its entirety to read as follows:
| Fiscal Quarter Ending |
Maximum Consolidated |
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| September 30, 2018 |
6.00:1.0 | |||
| December 31, 2018 |
6.00:1.0 | |||
| March 31, 2019 |
6.25:1.0 | |||
| June 30, 2019 |
6.25:1.0 | |||
| September 30, 2019 |
6.25:1.0 | |||
| December 31, 2019 |
6.00:1.0 | |||
| March 31, 2020 |
5.75:1.0 | |||
| June 30, 2020 |
6.50:1.0 | |||
| September 30, 2020 |
6.50:1.0 | |||
| December 31, 2020 |
6.25:1.0 | |||
| March 31, 2021 |
5.25:1.0 | |||
| June 30, 2021 |
5.25:1.0 | |||
| September 30, 2021 and thereafter |
5.00:1.0 |
3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent:
4.1 Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party, the Required Pro Rata Facilities Lenders and the Administrative Agent.
4.2 Fees. Receipt by the Administrative Agent of any fees required to be paid to the Pro Rata Facilities Lenders in connection with this Amendment as set forth on the Administrative Agent’s invoice signed by the Borrower on or prior to the date hereof in connection with this Amendment.
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.
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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, each of the parties hereto has caused a counterpart of this Thirteenth Amendment to be duly executed and delivered as of the date first above written.
| BORROWER: | ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation | |||
| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Chief Financial Officer | ||||
| GUARANTORS: | ABILENE HOLDING COMPANY, LLC, | |||
| 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 CECIL COUNTY, LLC, a Virginia limited liability company |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| ATS OF DELAWARE, LLC, a Virginia limited liability company |
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| 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 |
||||
| 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 |
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| 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 |
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| 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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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| CLEARBROOK TREATMENT CENTERS LAND LLC, a Pennsylvania limited liability company |
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| 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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| CONWAY 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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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| DISCOVERY HOUSE UTAH, INC., a Utah corporation |
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| DISCOVERY HOUSE WC INC., a Maine corporation |
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| 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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|
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DISCOVERY HOUSE-LT, INC., a Utah corporation |
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| DISCOVERY HOUSE-NC, LLC, a Pennsylvania limited liability company |
||||
| DISCOVERY HOUSE-UC, INC., a Utah corporation |
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| DMC - MEMPHIS, LLC, a Tennessee limited liability company |
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| DUFFY’S NAPA VALLEY REHAB, LLC, a Delaware limited liability company |
||||
| 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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| GIFFORD 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 |
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| By: /s/ David Duckworth |
||||
| Name: David Duckworth |
||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| GREENBRIER HOSPITAL, L.L.C., a Louisiana limited liability company |
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| GREENBRIER REALTY, L.L.C., a Louisiana limited liability company |
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| GREENLEAF CENTER, LLC, a Delaware limited liability company |
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| HABILITATION CENTER, LLC, an Arkansas limited liability company |
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| HABIT OPCO, LLC, a Delaware limited liability company |
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| HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company |
||||
| HCP POLARIS INVESTMENT, LLC, a Delaware limited liability company |
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| HENRYVILLE INN, LLC, a Pennsylvania limited liability company |
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| HMIH CEDAR CREST, LLC, a Delaware limited liability company |
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| HUNTINGTON TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| INDIANAPOLIS TREATMENT CENTER, LLC, an Indiana limited liability company |
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| KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation |
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| LAKELAND HOSPITAL ACQUISITION, LLC, a Georgia limited liability company |
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| MCCALLUM GROUP, LLC, a Missouri limited liability company |
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| MCCALLUM PROPERTIES, LLC, a Missouri limited liability company |
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| MILLCREEK SCHOOL OF ARKANSAS, LLC, an Arkansas limited liability company |
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| MILLCREEK SCHOOLS, LLC, a Mississippi limited liability company |
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| MILWAUKEE HEALTH SERVICES SYSTEM, LLC a California limited liability company |
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| NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
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| OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company |
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| OPTIONS TREATMENT CENTER ACQUISITION CORPORATION, an Indiana corporation |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| PARKERSBURG TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| PARK ROYAL FEE OWNER, LLC, a Delaware limited liability company |
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| PHC MEADOWWOOD, LLC, a Delaware limited liability company |
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| PHC OF MICHIGAN, LLC, a Massachusetts limited liability company |
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| PHC OF NEVADA, INC., a Massachusetts corporation |
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| PHC OF UTAH, INC., a Massachusetts corporation |
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| PHC OF VIRGINIA, LLC, a Massachusetts limited liability company |
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| PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company |
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| POCONO MOUNTAIN RECOVERY CENTER LAND LLC, a Pennsylvania limited liability company |
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| POCONO MOUNTAIN RECOVERY CENTER, LLC, a Pennsylvania limited liability company |
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| POLARIS HOSPITAL HOLDINGS, LLC, a Nevada limited liability company |
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| PSYCHIATRIC RESOURCE PARTNERS, LLC, a Delaware limited liability company |
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| QUALITY ADDICTION MANAGEMENT, INC., a Wisconsin corporation |
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| R.I.S.A.T., LLC, a Rhode Island limited liability company |
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| REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company |
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| RED RIVER HOLDING COMPANY, LLC, a Delaware limited liability company |
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| RED RIVER HOSPITAL, LLC, a Delaware limited liability company |
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| REHABILITATION CENTERS, LLC, a Mississippi limited liability company |
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| RESOLUTE ACQUISITION CORPORATION, an Indiana corporation |
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| RICHMOND TREATMENT CENTER, LLC, an Indiana limited liability company |
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| RIVERVIEW BEHAVIORAL HEALTH, LLC, a Texas limited liability company |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| RIVERWOODS BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
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| ROCK CREST DRIVE, LLC, a Pennsylvania limited liability company |
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| ROCK CREST LLC LIMITED LIABILITY COMPANY, a Pennsylvania limited liability company |
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| ROLLING HILLS HOSPITAL, LLC, an Oklahoma limited liability company |
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| SAHARA HEALTH SYSTEMS, L.L.C., a Louisiana limited liability company |
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| RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation |
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| SAN DIEGO HEALTH ALLIANCE, a California corporation |
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| SAN DIEGO TREATMENT SERVICES, LLC a California limited liability company |
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| SERENITY KNOLLS, a California corporation |
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| SEVEN HILLS HOSPITAL, LLC, a Delaware limited liability company |
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| SHAKER CLINIC, LLC, an Ohio limited liability company |
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| SHELTERED LIVING INCORPORATED, a Texas corporation |
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| SIERRA TUCSON, LLC, a Delaware limited liability company |
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| SKYWAY HOUSE, LLC, a Delaware limited liability company |
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| SOBER LIVING BY THE SEA, INC., a California corporation |
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| SONORA BEHAVIORAL HEALTH HOSPITAL, LLC, a Delaware limited liability company |
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| SOUTHERN INDIANA TREATMENT CENTER, LLC, an Indiana limited liability company |
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| SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC., an Arizona corporation |
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| SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC, a Pennsylvania limited liability company |
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| STRUCTURE HOUSE, LLC, a Delaware limited liability company |
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| SUCCESS ACQUISITION, LLC, an Indiana limited liability company |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| SUWS OF THE CAROLINAS, INC., a Delaware corporation |
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| TEN LAKES CENTER, LLC, an Ohio limited liability company |
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| TEXARKANA BEHAVIORAL ASSOCIATES, L.C., a Texas limited liability company |
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| THE CAMP RECOVERY CENTER, LLC, a California limited liability company |
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| TK BEHAVIORAL, LLC, a Delaware limited liability company |
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| TK BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company |
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| TRANSCULTURAL HEALTH DEVELOPMENT, INC., a California corporation |
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| TREATMENT ASSOCIATES, INC., a California corporation |
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| TRUSTPOINT HOSPITAL, LLC, a Tennessee limited liability company |
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| VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company |
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| VERMILION HOSPITAL, LLC, a Delaware limited liability company |
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| VILLAGE BEHAVIORAL HEALTH, LLC, a Delaware limited liability company |
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| VIRGINIA TREATMENT CENTER, LLC, a Virginia limited liability company |
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| VISTA BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company |
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| VISTA BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
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| VITA NOVA, LLC, a Rhode Island limited liability company |
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| VOLUNTEER TREATMENT CENTER, LLC, a Tennessee limited liability company |
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| WCHS, INC., a California corporation | ||||
| WEBSTER WELLNESS PROFESSIONALS, LLC, a Missouri limited liability company |
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| WELLPLACE, LLC, a Massachusetts limited liability company |
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| WHEELING TREATMENT CENTER, LLC, a West Virginia limited liability company |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| WHITE DEER REALTY, LLC, a Pennsylvania limited liability company |
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| WHITE DEER RUN, LLC, a Pennsylvania limited liability company |
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| WICHITA TREATMENT CENTER INC., a Kansas corporation |
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| WILLIAMSON TREATMENT CENTER, LLC a West Virginia limited liability company |
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| WILMINGTON TREATMENT CENTER, LLC, a Virginia limited liability company |
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| YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC., a New Mexico corporation |
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| YOUTH CARE OF UTAH, INC., a Delaware corporation |
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| BOWLING GREEN INN OF PENSACOLA, LLC, a Virginia limited liability company |
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| TEN BROECK TAMPA, LLC, a Florida limited liability company |
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| THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company |
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| THE REFUGE – THE NEST, LLC, a Florida limited liability company |
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| THE PAVILION AT HEALTHPARK, LLC, a Florida limited liability company |
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| EL PASO BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company |
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| MISSION TREATMENT CENTERS, INC., a Nevada corporation |
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| MISSION TREATMENT SERVICES, INC., a California corporation |
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| By: /s/ David Duckworth | ||||
| Name: David Duckworth | ||||
| Title: Vice President and Treasurer | ||||
[SIGNATURE PAGES CONTINUE]
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |||
| By: /s/ Linda Lov | ||||
| Name: Linda Lov | ||||
| Title: Assistant Vice President | ||||
| LENDERS: | BANK OF AMERICA, N.A., | |||
| as a Lender, L/C Issuer and Swing Line Lender | ||||
| By: /s/ H. Hope Walker | ||||
| Name: H. Hope Walker | ||||
| Title: Senior Vice President | ||||
| FIFTH THIRD BANK, NATIONAL ASSOCIATION | ||||
| By: /s/ Ellie Robertson | ||||
| Name: Ellie Robertson | ||||
| Title: Officer | ||||
| CITIBANK, N.A. | ||||
| By: /s/ Alvaro De Velasco | ||||
| Name: Alvaro De Velasco | ||||
| Title: Vice President | ||||
| REGIONS BANK | ||||
| By: /s/ J. Michael Mauldin | ||||
| Name: J. Michael Mauldin | ||||
| Title: SVP and MD | ||||
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||||
| By: /s/ Jill Wong | ||||
| Name: Jill Wong | ||||
| Title: Director | ||||
| By: /s/ Gordon Yip | ||||
| Name: Gordon Yip | ||||
| Title: Director | ||||
| MUFG UNION BANK, N.A. | ||||
| By: /s/ Kevin Wood | ||||
| Name: Kevin Wood | ||||
| Title: Director | ||||
[SIGNATURE PAGES CONTINUE]
| UBS AG, STAMFORD BRANCH | ||||
| By: /s/ Houssem Daly | ||||
| Name: Houssem Daly | ||||
| Title: Associate Director | ||||
| By: /s/ Darlene Arias | ||||
| Name: Darlene Arias | ||||
| Title: Director | ||||
| RAYMOND JAMES BANK, N.A. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CADENCE BANK, N.A. | ||||
| By: /s/ Will Donnelly | ||||
| Name: Will Donnelly | ||||
| Title: Vice President | ||||
| CAPITAL ONE, N.A. | ||||
| By: /s/ Anthony B. Sendik | ||||
| Name: Anthony B. Sendik | ||||
| Title: Duly Authorized Signatory | ||||
| BANK OF MONTREAL | ||||
| By: /s/ Eric Oppenheimer | ||||
| Name: Eric Oppenheimer | ||||
| Title: Managing Director | ||||
| PINNACLE BANK | ||||
| By: /s/ Allison H. Jones | ||||
| Name: Allison H. Jones | ||||
| Title: Senior Vice President | ||||
| CAPSTAR BANK | ||||
| By: /s/ Marc D. Mattson | ||||
| Name: Marc D. Mattson | ||||
| Title: Executive Vice President | ||||
[SIGNATURE PAGES CONTINUE]
| DEUTSCHE BANK AG NEW YORK BRANCH | ||||
| By: /s/ Philip Tancorra | ||||
| Name: Philip Tancorra | ||||
| Title: Vice President | ||||
| By: /s/ Yumi Okabe | ||||
| Name: Yumi Okabe | ||||
| Title: Vice President | ||||
| JEFFERIES FINANCE LLC | ||||
| By: /s/ J.R. Young | ||||
| Name: J.R. Young | ||||
| Title: Managing Director | ||||
| JFIN CLO 2014-II LTD. | ||||
| JFIN CLO 2014 LTD. | ||||
| JFIN CLO 2015 LTD. | ||||
| BY: Apex Credit Partners, as Portfolio Manager | ||||
| By: /s/ Andrew Stern | ||||
| Name: Andrew Stern | ||||
| Title: Managing Director | ||||
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||||
| By: /s/ Dawn Lee Lum | ||||
| Name: Dawn Lee Lum | ||||
| Title: Executive Director | ||||
| WELLS FARGO BANK, N.A. | ||||
| By: /s/ Jordan Harris | ||||
| Name: Jordan Harris | ||||
| Title: Managing Director | ||||
| FRANKLIN SYNERGY BANK | ||||
| By: /s/ Scott H. McGuire | ||||
| Name: Scott H. McGuire | ||||
| Title: Senior Vice President | ||||
| TRUIST BANK | ||||
| By: /s/ Katie Lundin | ||||
| Name: Katie Lundin | ||||
| Title: Director | ||||
[SIGNATURE PAGES CONTINUE]
| HANCOCK WHITNEY BANK | ||||
| By: /s/ Joshua N. Livingston | ||||
| Name: Joshua N. Livingston | ||||
| Title: Duly Authorized Signatory | ||||
| EATON VANCE | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| FIRST HORIZON BANK | ||||
| By: /s/ Cathy Wind | ||||
| Name: Cathy Wind | ||||
| Title: SVP | ||||
| AXA CHINA REGION LEVERAGED LOANS FUND AXA GERMANY LEVERAGED LOANS FUND AXA IRELAND LEVERAGED LOAN FUND AXA UK LEVERAGED LOANS FUND COLUMBUS DIVERSIFIED LEVERAGED LOANS FUND COLUMBUS GLOBAL DEBT FUND MATIGNON DERIVATIVES LOANSUNLIMITED COMPANY MATIGNON LEVERAGED LOANS LTD MATIGNON LOANS FUND MATIGNON LOANS IARD FUND XL INVESTMENTS LTD
By: AXA INVESTMENT MANAGERS, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||