Original Tranche B Commitments. Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make a term loan (each such loan, an “Original Tranche B Loan”) to the Borrower in Dollars on the Closing Date (or the immediately succeeding Business Day), in an aggregate principal amount not to exceed such Tranche B Lender’s Tranche B Commitment. Subject to the terms and conditions hereof, the Borrower may prepay the Tranche B Loans but no amount paid or repaid with respect to the Tranche B Loans may be reborrowed. Tranche B Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein.

Tranche B Award Pool. An aggregate of 1,580,838 Shares, representing the forty percent (40%) of the Gross Share Reserve not included in the Tranche A Award Pool and consisting entirely of Shares issued from the Net Share Reserve plus any Notes, Restricted Stock or Restricted Stock Units originally granted as Tranche A Awards and thereafter added to the Lapsed Award Pool in accordance with [Section 3(c)(iii)] (the “Tranche B Award Pool”), shall be reserved for Awards to be granted from time to time after the Effective Date to Service Providers in the sole discretion of the Board. Awards from the Tranche B Award Pool (the “Tranche B Awards”) may consist of Notes (to the extent originally granted as Tranche A Awards and thereafter added to the Lapsed Award Pool in accordance with [Section 3(c)(iii)]), Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Other Stock-Based Awards and shall vest as may be provided in any written employment agreement between the Company and the Participant setting forth vesting provisions applicable to such Awards, or if there is no such written employment agreement between the Company and the Participant, in the Award Agreement for such Participant; provided, however, that if, at the time of a Change in Control, any Shares or Shares Convertible from Plan Notes in the Tranche B Award Pool remain unallocated (the “Unallocated Tranche B Shares”), the Awards in respect of the Unallocated Tranche B Shares shall be fully allocated and granted in the form(s), with such terms and conditions, and to one or more Service Providers as determined in the sole discretion of the Board; provided further that such Awards will vest immediately prior to, but subject to the consummation of, the Change in Control. Prior to the first anniversary of the Effective Date, the non-Employee Directors of the Reorganized Company shall receive an Award from the Tranche B Award Pool (the “Initial Director Tranche B Award”) in the form and having terms to be determined by the Board, provided that no Initial Director Tranche B Award shall be granted to any Director in an amount in excess of ​ per year. Following the first anniversary of the Effective Date, all Tranche B Awards granted to Directors shall be on terms that are consistent in all material respects with Tranche B Awards granted to other Employees who constitute senior management.

purchasing additional Tranche B-1 Term Loans shall purchase from the Fronting Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by RBC Capital Markets in its capacity as Lead Arranger hereunder, in accordance with such Repricing Participating Lender’s Tranche B-1 Participation Notice and as allocated by RBC Capital Markets in its capacity as Lead Arranger hereunder. Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be without representations from the Fronting Bank other than as provided for in the relevant Assignment and Assumption.

THIS TRANCHE B-1 REPRICING AMENDMENT (this “Amendment”) dated as of ​ 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 holding the Tranche B-1 Term Loan and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

In the event that, on or prior to the date that is six months after the Amendment No. 89 Funding Date, any Borrower # prepays, refinances, substitutes or replaces any Tranche B-23 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to [Section 2.05(b)(iii)] that constitutes a Repricing Transaction), or # effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-23 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan ​, # in the case of [clause (x)], a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-23 Term Loans so prepaid, refinanced, substituted or replaced and # in the case of [clause (y)], a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-23 Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of [Section 11.15] in respect of any amendment of this Agreement effective on or prior to the date that is six months after the Amendment No. 89 Funding Date, the Borrowers shall pay to the applicable non-consenting Term Loan ​ a premium equal to the premium that would apply if such Term Loan ​’s Tranche B-223 Term Loans being assigned were being prepaid and subject to the premium set forth in this [Section 2.05(a)] for such Tranche B-23 Term Loans.

By delivery of this letter agreement (this “Tranche B-1 Participation Notice”), each of the undersigned (each a “Repricing Participating Lender”), hereby irrevocably consents to the Amendment and the amendment of the Credit Agreement contemplated thereby and (check as applicable):

Tranche B Loans Discounted Payoff. Notwithstanding anything to the contrary herein or in any other Loan Document, the Tranche B ​ hereby expressly agree (and, by its execution of the Seventh Amendment, the Arranger and the Bookrunner shall be deemed to have expressly agreed) that the payment by the Borrower to the Administrative Agent, in Dollars in immediately available funds, of an amount equal to the sum of # ​ plus # any outstanding Expenses Payments required pursuant to [Section 10.04] (but in no event, together with all Expenses Payments made from and after the Seventh Amendment Effective Date, to exceed the Expenses Cap) (the sum of [clauses (a) and (b)])] being referred to as the “Tranche B Loans Discounted Payoff Amount”), but solely if such payment is made in connection with the consummation of the Primoris Transaction, shall constitute payment in full and satisfaction and discharge of # all Obligations of the Borrower and the other Loan Parties in respect of the entire outstanding principal of, and all accrued interest on, the Tranche B Loans (and all the Tranche B Loans shall, upon receipt by the Administrative Agent of such payment, cease to be outstanding for any purpose under this Agreement and the other Loan Documents) and # all other amounts or other Obligations (including the Repayment Premium and any other fees, costs, reimbursements and expenses) payable to, or accrued for the account of, any Tranche B Lender, the Arranger, the Boorkunner or any of their controlled Affiliates under this Agreement or any other Loan Document. It is understood and agreed that any reference in this Agreement or any other Loan Document to any principal of a Loan or any other amount “remaining outstanding” or “unpaid” or to any “payment in full”, or to any similar terms or phrases (including any such references in the lead-in to Articles V and VI and [Section 10.09(b)]), shall be interpreted after giving effect to the agreements set forth in this [Section 2.21]. The Administrative Agent shall allocate the Tranche B Loans Discounted Payoff Amount among the Tranche B ​ ratably in accordance with the aggregate principal amount of the Tranche B Loans held by them on the date of such payment.

Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

“Repricing Amendment” means any amendment to this Agreement the effect of which is to reduce the interest rate for, or effective yield of, the Tranche B Loans as determined by the Administrative Agent.

“Tranche B-1 Term Loan Lender” means, at any time, any Lender that has a Tranche B-1 Term Loan Commitment or an outstanding Tranche B-1 Term Loan at such time; provided that, on and after the Amendment No. 3 Funding Date, “Tranche B-1 Term Loan Lender” shall include any 2021-1 Incremental Term Loan Lender.