Amendment No. 1 to Guarantee and Collateral Agreement, dated as of March 30, 2018, by and among AAC Holdings, Inc. and Credit Suisse AG

Exhibit 10.2

AMENDMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 30, 2018 (this “Amendment”), is made and entered into by and among AAC Holdings, Inc., a Nevada corporation (the “Borrower”) and Credit Suisse AG, as Administrative Agent and Collateral Agent under the Credit Agreement (as defined below).

RECITALS

WHEREAS, reference is made to (i) the Credit Agreement, dated as of June 30, 2017 (as amended, restated, supplemented or otherwise modified prior to the date of this Amendment, the “Credit Agreement”), by and among the Borrower, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent and (ii) the Guarantee and Collateral Agreement, dated as of June 30, 2017 (as amended by the Assumption Agreement, dated as of March 1, 2018, made by the additional grantors named therein, in favor of Credit Suisse AG, as Collateral Agent for the Secured Parties, and as further amended, restated, supplemented or otherwise modified prior to the date of this Amendment, the “Guarantee and Collateral Agreement”), made by the Borrower and certain Subsidiaries of the Borrower, in favor of Credit Suisse AG, as Collateral Agent for the Secured Parties in connection with the Credit Agreement;

WHEREAS, pursuant to Section 9.08(c) of the Credit Agreement, the Borrower and the Administrative Agent wish to amend the Guarantee and Collateral Agreement by an agreement in writing to correct an administrative error or omission as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Defined Terms; Interpretation; Etc.  Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement.  This Amendment is a “Loan Document”.

SECTION 2.  Amendment.  On the date hereof, on the terms and subject to the conditions set forth in this Amendment and pursuant to and in accordance with Section 9.08(c) of the Credit Agreement, the parties hereto hereby agree that the second order in Section 6.05 of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety to read as follows:

“Second, to the Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties until the Payment in Full of the Obligations; and”

SECTION 3.  Conditions Precedent to Effectiveness.  This Amendment shall become effective solely upon the satisfaction of the following conditions precedent:

(a)  Each of the Borrower and the Administrative Agent shall have signed a counterpart signature page of this Amendment and shall have delivered (including by way of facsimile or other electronic transmission) the same to Milbank, Tweed, Hadley & McCloy LLP; and

(b)  Five (5) Business Days shall have elapsed from the date on which this Amendment has been distributed to the Lenders, and the Required Lenders have not delivered written notice to the Administrative Agent objecting to the amendment set forth herein during such period.

SECTION 4.  Effect on the Guarantee and Collateral Agreement.

(a)  Except as specifically amended by this Amendment, the Guarantee and Collateral Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b)  The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under any Loan Document.

(c)  The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Guarantee and Collateral Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein.

(d)  From and after the Effective Date, each reference in the Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Guarantee and Collateral Agreement, and each reference in the other Loan Documents to the “Guarantee and Collateral Agreement”, “thereunder”, “thereof” or words of like import referring to the Guarantee and Collateral Agreement shall mean and be a reference to the Guarantee and Collateral Agreement as modified by this Amendment.

(e)  This Amendment is, and shall be deemed to be, a Loan Document.

SECTION 5.  Miscellaneous.

(a)  Amendment, Modification and Waiver.  This Amendment may not be amended nor may any provision of this Amendment be waived except pursuant to a writing signed by each of the parties hereto.

(b)  Entire Agreement.  This Amendment, the Guarantee and Collateral Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter of this Amendment and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter of this Amendment.

(c)  Applicable Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

(d)   Jurisdiction.  Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Amendment shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action

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or proceeding relating to this Amendment or the other Loan Documents against the Borrower, its Subsidiaries or any of their respective properties in the courts of any jurisdiction.

(e)  Waiver of Objection to Venue and Forum Non Conveniens.  Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any New York State or Federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(f)  Consent to Service of Process.  Each party to this Amendment irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Amendment.  Nothing in any Loan Document shall affect the right of any party to this Amendment to serve process in any other manner permitted by law.

(g)  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(h)  Severability.  In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Amendment and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

(i)  Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective.  Delivery of an executed signature page to this Amendment by facsimile (or other electronic) transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.

(j)  Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to Amendment No. 1 to Guarantee and Collateral Agreement]

[Signature Page to Amendment No. 1 to Guarantee and Collateral Agreement]