CONTINUING GUARANTYContinuing Guaranty • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
THIS CONTINUING GUARANTY (the “Guaranty”) entered into May 2, 2014 but effective as of the 15th day of April, 2014 (“Effective Date”), by JERROD N. MENZ, an individual residing in Tennessee (the “Guarantor”), in favor of RELIANT BANK with offices located at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027 (the “Lender”), in order to induce the Lender to extend credit to AAC HOLDINGS, INC., a Nevada corporation (the “Borrower”). The Guarantor and Lender are collectively referred to herein as the “Parties” and individually as a “Party.”
REPAYMENT GUARANTY (Secured Loan)Repayment Guaranty • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Texas
THIS REPAYMENT GUARANTY (“Guaranty”) is made, jointly and severally, as of October 8, 2013, by BEHAVIORAL HEALTHCARE REALTY, LLC, a Delaware limited liability company, MICHAEL CARTWRIGHT, an individual, and JERROD MENZ, an individual (collectively, “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”). The Guarantor and Lender are collectively referred to herein as the “Parties” and individually as a “Party”.
LOAN AGREEMENTLoan Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • California
THIS LOAN AGREEMENT (“Agreement”) is executed as of May 10, 2013, by and between THE ACADEMY REAL ESTATE, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”). The Borrower and Lender are collectively referred to herein as the “Parties” and individually as a “Party.”
CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Nevada
THIS CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into as of April 15, 2014 (the “Effective Date”), by and among CONCORDE REAL ESTATE, LLC, a Nevada limited liability company (“Borrower”), MICHAEL T. CARTWRIGHT (“Cartwright”), JERROD N. MENZ (“Menz”), AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC”), BEHAVIORAL HEALTHCARE REALTY, LLC, a Delaware limited liability company (“BHR” and, together with AAC, Cartwright and Menz, each a “Guarantor” and collectively “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
FORM OF RESTRICTED SHARE AWARD AGREEMENT UNDER THE AAC HOLDINGS, INC. (Employee)Restricted Share Award Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec
Pursuant to the AAC Holdings, Inc. 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), American Addiction Centers, Inc., formerly known as Forterus, Inc., formerly known as Mezey Howarth Racing Stables, Inc., and formerly known as MH 1, Inc. (the “Company”) hereby grants (the “Agreement”) to the individual named above (the “Grantee”) the number of Restricted Shares specified above (the “Restricted Shares”), subject to the restrictions and conditions set forth in this Agreement and the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Restricted Shares in the form of cash, past or future services rendered to the Company by the Grantee, or such other form of consideration as is acceptable to the Board of Directors of the Company (the “Board”). Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
FORM OF MANAGEMENT SERVICES AGREEMENTForm of Management Services Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
This Management Services Agreement (the “Agreement”) is made and entered into effective as of the day of , 2014 (the “Effective Date”) by and between (“Practice”) and American Addiction Centers, Inc. (“Manager”).
TERM LOAN AGREEMENT by and among AAC HOLDINGS, INC. as Borrower, Guarantor (as herein defined), and RELIANT BANK, as Lender Entered into May 2, 2014, but effective as of April 15, 2014Term Loan Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec
[vi] KIRK R. MANZ, an individual residing in Tennessee (“Manz;” American, Cartwright, Menz, and Manz are collectively referred to herein as the “Guarantor”).
LICENSE AGREEMENTLicense Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
This License Agreement (this “Agreement”) is made and entered into this 31st day of August 2012 by and between AJG Solutions, Inc., a Florida corporation (“Licensor”), and American Addiction Centers, Inc. f/k/a Forterus, Inc., a Nevada corporation (“Licensee”).
CONSENT AND AMENDMENT TO LOAN AGREEMENT AND NOTELoan Agreement and Note • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • California
THIS CONSENT AND AMENDMENT TO LOAN AGREEMENT AND NOTE (this “Agreement”) is entered into as of April 15, 2014 (the “Effective Date”), by and among THE ACADEMY REAL ESTATE, LLC, a Delaware limited liability company (“Borrower”), MICHAEL T. CARTWRIGHT (“Cartwright”), JERROD N. MENZ (“Menz”), AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC”), BEHAVIORAL HEALTHCARE REALTY, LLC, a Delaware limited liability company (“BHR” and, together with AAC, Cartwright and Menz, each a “Guarantor” and collectively “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
BUILDING LOAN AGREEMENTBuilding Loan Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Texas
THIS BUILDING LOAN AGREEMENT (this “Agreement”) is executed as of October 8, 2013, by and between GREENHOUSE REAL ESTATE, LLC, a Texas limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”). The Borrower and Lender are collectively referred to herein as the “Parties” and individually as a “Party.”
Payment of this Note is subordinated to the payment of all obligations of the maker hereof to Wells Fargo Bank National Association pursuant to the terms of the Subordination Agreement dated as of August 31, 2012, as amended or modified from time to...AAC Holdings, Inc. • July 11th, 2014 • Services-specialty outpatient facilities, nec • Tennessee
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
TERM NOTEAAC Holdings, Inc. • July 11th, 2014 • Services-specialty outpatient facilities, nec • California
FOR VALUE RECEIVED, the undersigned AMERICAN ADDICTION CENTERS, INC. (formerly known as FORTERUS, INC.) (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 5901 Priestly Drive, 1st Floor, Suite 130, Carlsbad, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Seven Hundred Eighty Thousand Dollars ($780,000.00), with interest thereon as set forth herein.
MODIFICATION AGREEMENTModification Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • California
THIS MODIFICATION AGREEMENT (“Agreement”) dated as of November 7, 2013 is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and THE ACADEMY REAL ESTATE, LLC, a Delaware limited liability company (“Borrower”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Nevada
This Director Indemnification Agreement, dated as of (this “Agreement”), is made by and between AAC Holdings, Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”).
June 13, 2014Credit Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
Payment of this Note is subordinated to the payment of all obligations of the maker hereof to Wells Fargo Dank National Association pursuant to the terms of the Subordination Agreement dated as of August 31, 2012, as amended or modified from time to...AAC Holdings, Inc. • July 11th, 2014 • Services-specialty outpatient facilities, nec • Tennessee
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEHAVIORAL HEALTHCARE REALTY, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Behavioral Healthcare Realty, LLC (the “Company”) is made and entered into effective as of April 15, 2014, by and among the Company, the Members and the Series A Preferred Owners set forth on “Exhibit A” attached hereto (the “Members” and “Series A Preferred Owners,” respectively).
AMENDMENT TO LOAN AGREEMENT AND NOTELoan Agreement and Note • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • California
THIS AMENDMENT TO LOAN AGREEMENT AND NOTE (this “Agreement”) is entered into as of April 15, 2014 (the “Effective Date”), by and among THE ACADEMY REAL ESTATE, LLC, a Delaware limited liability company (“Borrower”), MICHAEL T. CARTWRIGHT (“Cartwright”), JERROD N. MENZ (“Menz”), AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (“AAC”), BEHAVIORAL HEALTHCARE REALTY, LLC, a Delaware limited liability company (“BHR” and, together with AAC, Cartwright and Menz, each a “Guarantor” and collectively “Guarantors”; and Guarantors, together with Borrower, the “Borrower Parties”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
AMERICAN ADDICTION CENTERS, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 11th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 30, 2014 and entered into by and among AAC Holdings, Inc., a Nevada corporation (“Holdings”), American Addiction Centers, Inc. (formerly known as Forterus, Inc.), a Nevada corporation (“Borrower”), the Lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders (together with its successors and assigns, the “Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement, dated April 15, 2014 (as modified to the date hereof, “Credit Agreement”), by and among Holdings, Borrower, the Lenders party thereto and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
