AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Exhibit 2.2
AMENDMENT TO THE ASSET PURCHASE AGREEMENT
This AMENDMENT TO THE ASSET PURCHASE AGREEMENT (Amendment) is entered into this 10th day of August, 2015 (Effective Date), by and among AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (the Parent), OXFORD TREATMENT CENTER, LLC, a Delaware limited liability company (the Company), BHR OXFORD REAL ESTATE, LLC, a Delaware limited liability company (BHR), and THE OXFORD CENTRE, INC., a Mississippi corporation, and RIVER ROAD MANAGEMENT, LLC, a Mississippi limited liability company (collectively, the Seller). The Parent, Company, BHR and Seller are collectively referred to herein as the Parties.
A. On May 12, 2015, Seller, the Parent and the Company entered into that certain asset purchase agreement (Agreement) for the purchase and sale of certain assets by the Seller, including that certain real property and those certain improvements thereon located at 297 County Road 244, Etta, Mississippi 38627 (Real Property), which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference;
B. The Parties now desire that BHR be the purchaser of the Real Property and the Real Property only;
C. Pursuant to Section 11.1 of the Agreement, the provisions of the Agreement may not be changed, modified, waived or altered except by an agreement in writing signed by the party entitled to the benefit of the provision(s) to be waived; and
D. The Parties desire to amend the Agreement as set forth in this Amendment.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree to the following terms and conditions.
1. Purchaser. The Parties hereby agree that the Real Property shall be transferred to BHR at Closing. Further, as of the Effective Date, BHR shall have all of the right, title and interest of the Company in and to the Agreement as it relates to the Real Property, but shall have no obligations of the Company under the Agreement. The Partiers further acknowledge and agree that nothing contained in this Amendment shall release the Parent or the Company from any of their respective obligations under the Agreement with respect to the Real Property or otherwise.
2. Capitalized Terms. Any capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.
3. Full Force and Effect. Except as modified herein, the Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Facsimiles or electronic copies shall be deemed originals.
[SIGNATURES ON FOLLOWING PAGE.]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
PARENT: | COMPANY: | |||||||
AMERICAN ADDICTION CENTERS, INC., | OXFORD TREATMENT CENTER, LLC, | |||||||
a Nevada corporation | a Delaware limited liability company | |||||||
By: | /s/ Michael T. Cartwright | By: | /s/ Michael T. Cartwright | |||||
Michael Cartwright, Chairman and CEO | Michael Cartwright, Chairman | |||||||
BHR: | SELLER: | |||||||
BHR OXFORD REAL ESTATE, LLC, | THE OXFORD CENTRE, INC., | |||||||
a Delaware limited liability company | a Mississippi corporation | |||||||
By: | /s/ Michael T. Cartwright | By: | /s/ Billy Young | |||||
Michael Cartwright, Chairman | Billy Young, President and CEO | |||||||
RIVER ROAD MANAGEMENT, LLC, | ||||||||
a Mississippi limited liability company | ||||||||
By: | /s/ Billy Young | |||||||
Billy Young, Member |
EXHIBIT A
TO THE AMENDMENT
LEGAL DESCRIPTION OF REAL PROPERTY
THIS PROPERTY IS A FRACTION OF THE SOUTH HALF OF SECTION 10, TOWNSHIP 7 SOUTH, RANGE 1 WEST, LAFAYETTE COUNTY, MISSISSIPPI. THIS FRACTION CONTAINS 106.360 ACRES, MORE OR LESS AND IS DESCRIBED IN MORE DETAIL AS FOLLOWS:
BEGINNING AT AN EXISTING 1/2 IRON PIN, SAID PIN BEING NORTH 88°4811 EAST A DISTANCE OF 985.76 FEET FROM AN EXISTING 1/2 IRON PIN BEING ACCEPTED AS THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 10, RUN THENCE NORTH 00°4458 WEST A DISTANCE OF 3197.76 FEET TO AN EXISTING 1/2 IRON PIN ON THE SOUTH RIGHT OF WAY OF COUNTY ROAD #244; THENCE SOUTH 60°1808 EAST ALONG SAID RIGHT OF WAY A RADIUS CURVE TO THE LEFT; THENCE ALONG SAID RIGHT OF WAY CURVE AN ARC LENGTH OF 482.22 FEET WITH A CHORD BEARING OF SOUTH 69°1312 EAST WITH A CHORD LENGTH OF 480.28 FEET, TO A POINT; THENCE SOUTH 78°0816 EAST ALONG SAID RIGHT OF WAY A DISTANCE OF 698.20 FEET TO A 1/2 IRON PIN SET; THENCE SOUTH 00°4458 EAST LEAVING SAID RIGHT OF WAY A DISTANCE OF 2562.60 FEET TO A 1/2 IRON PIN SET; THENCE SOUTH 89°1540 WEST A DISTANCE OF 1650.00 FEET TO THE POINT OF BEGINNING.
A-1