FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of June 16, 2015 to the Credit Agreement referenced below is by and among AAC Holdings, Inc., a Nevada corporation (the Borrower), the Guarantors, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacities as Administrative Agent, Swingline Lender and L/C Issuer.
W I T N E S S E T H
WHEREAS, a credit facility has been extended to the Borrower pursuant to the terms of that certain Credit Agreement dated as of March 9, 2015 (as amended, modified, supplemented, increased and extended from time to time, the Credit Agreement) among the Borrower, the Guarantors, the Lenders, the Swingline Lender, the L/C Issuer and the Administrative Agent; and
WHEREAS, the Loan Parties have requested that the Lenders amend the definition of Change of Control set forth in Section 1.01 of the Credit Agreement in order to eliminate the so-called dead hand provision thereof;
WHEREAS, the Lenders (by act of the Required Lenders) have agreed to provide such requested amendment subject to the terms and conditions 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. Introductory Paragraph and Recitals. The above introductory paragraph and recitals of this Amendment are incorporated herein by reference as if fully set forth herein.
2. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
3. Amendment. Clause (b) of the definition of Change of Control in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:
(b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
4. Condition Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.
5. Amendment is a Loan Document. This Amendment shall be deemed to be, and 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.
6. Representations and Warranties; No Default. Each Loan Party hereby represents and warrants to the Administrative Agent, each Lender, the Swingline Lender and the L/C Issuer 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 (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all 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 they are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date and (b) no Default or Event of Default exists.
7. 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 and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such Loan Partys obligations under the Loan Documents.
8. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents is valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.
9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
10. Counterparts; Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or form of electronic attachment (e.g., .pdf) shall be effective as such partys original executed counterpart and shall constitute a representation that such partys original executed counterpart will be delivered.
11. Fees and Expenses. The Loan Parties agree to pay all reasonable out-of-pocket fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen, PLLC, counsel to the Administrative Agent.
12. Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
BORROWER: | AAC HOLDINGS, INC., a Nevada corporation | |||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Chairman and Chief Executive Officer |
AAC HOLDINGS, INC.
FIRST AMENDMENT
GUARANTORS: | AMERICAN ADDICTION CENTERS, INC., | |||||
a Nevada corporation | ||||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Chairman and Chief Executive Officer | ||||||
FORTERUS HEALTH CARE SERVICES, INC., | ||||||
a Delaware corporation | ||||||
SAN DIEGO ADDICTION TREATMENT CENTER, INC., | ||||||
a Delaware corporation | ||||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Chairman | ||||||
B&B HOLDINGS INTL LLC, | ||||||
a Florida limited liability company |
AAC HOLDINGS, INC.
FIRST AMENDMENT
GREENHOUSE TREATMENT CENTER, LLC, | ||||||
a Texas limited liability company | ||||||
CONCORDE TREATMENT CENTER, LLC, | ||||||
a Nevada limited liability company | ||||||
SINGER ISLAND RECOVERY CENTER LLC, | ||||||
a Florida limited liability company | ||||||
RECOVERY FIRST OF FLORIDA, LLC, | ||||||
a Delaware limited liability company | ||||||
RI CLINICAL SERVICES, LLC, | ||||||
a Delaware limited liability company | ||||||
NEW JERSEY ADDICTION TREATMENT CENTER, LLC, | ||||||
a Delaware limited liability company | ||||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Manager |
FITRX, LLC, | ||||||
a Tennessee limited liability company | ||||||
AAC LAS VEGAS OUTPATIENT CENTER, LLC, | ||||||
a Delaware limited liability company | ||||||
AAC DALLAS OUTPATIENT CENTER, LLC, | ||||||
a Delaware limited liability company | ||||||
ADDICTION LABS OF AMERICA, LLC, | ||||||
a Delaware limited liability company | ||||||
PARALLAX CENTER, LLC, | ||||||
a Delaware limited liability company | ||||||
By: | American Addiction Centers, Inc., its sole member | |||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Chairman and Chief Executive Officer |
AAC HOLDINGS, INC.
FIRST AMENDMENT
CLINICAL REVENUE MANAGEMENT SERVICES, LLC, | ||||||
a Tennessee limited liability company | ||||||
By: | AAC Holdings, Inc., its sole member | |||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Chairman and Chief Executive Officer | ||||||
BEHAVIORAL HEALTHCARE REALTY, LLC, | ||||||
a Delaware limited liability company | ||||||
CONCORDE REAL ESTATE, LLC, | ||||||
a Nevada limited liability company | ||||||
GREENHOUSE REAL ESTATE, LLC, | ||||||
a Texas limited liability company | ||||||
BHR ALISO VIEJO REAL ESTATE, LLC, | ||||||
a Delaware limited liability company | ||||||
BHR RINGWOOD REAL ESTATE, LLC, | ||||||
a Delaware limited liability company |
AAC HOLDINGS, INC.
FIRST AMENDMENT
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Manager |
AAC HOLDINGS, INC.
FIRST AMENDMENT
THE ACADEMY REAL ESTATE, LLC, a Delaware limited liability company | ||||||
By: | Behavioral Healthcare Realty, LLC, its sole member | |||||
By: | /s/ Michael T. Cartwright | |||||
Name: Michael T. Cartwright | ||||||
Title: Manager | ||||||
PALM BEACH PROFESSIONAL GROUP, PROFESSIONAL CORPORATION, a Florida professional corporation | ||||||
LAS VEGAS PROFESSIONAL GROUP CALARCO, P.C., a Nevada professional corporation |
GRAND PRAIRIE PROFESSIONAL GROUP, P.A., a Texas professional association | ||||||
By: | /s/ Mark A. Calarco | |||||
Name: Mark A. Calarco | ||||||
Title: President, Secretary and Treasurer |
AAC HOLDINGS, INC.
FIRST AMENDMENT
BRENTWOOD PROFESSIONAL GROUP, P.C., a Tennessee professional corporation | ||||||
By: | /s/ Mark A. Calarco | |||||
Name: Mark A. Calarco | ||||||
Title: President and Treasurer | ||||||
SAN DIEGO PROFESSIONAL GROUP, P.C., a California professional corporation | ||||||
By: | /s/ Mark A. Calarco | |||||
Name: Mark A. Calarco | ||||||
Title: President, Secretary and Chief Financial Officer |
AAC HOLDINGS, INC.
FIRST AMENDMENT
BANK OF AMERICA, N.A., | ||||||
as Administrative Agent | ||||||
By: | /s/ Erik M. Truette | |||||
Name: Erik M. Truette | ||||||
Title: Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
LENDERS: | BANK OF AMERICA, N.A., | |||||
as a Lender, L/C Issuer and Swingline Lender | ||||||
By: | /s/ Mark Hardison | |||||
Name: Mark Hardison | ||||||
Title: Senior Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
SUNTRUST BANK, | ||||||
as a Lender | ||||||
By: | /s/ Mary E. Coke | |||||
Name: Mary E. Coke | ||||||
Title: Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
BMO HARRIS BANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ Eric Oppenheimer | |||||
Name: Eric Oppenheimer | ||||||
Title: Director |
AAC HOLDINGS, INC.
FIRST AMENDMENT
RAYMOND JAMES BANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ Alexander L. Rody | |||||
Name: Alexander L. Rody | ||||||
Title: Senior Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
RELIANT BANK, | ||||||
as a Lender | ||||||
By: | /s/ Stephen Fawehinmi | |||||
Name: Stephen Fawehinmi | ||||||
Title: Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
TEXAS CAPITAL BANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ Leslie Tieszen | |||||
Name: Leslie Tieszen | ||||||
Title: Senior Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT
WESTERN ALLIANCE BANK, | ||||||
as a Lender | ||||||
By: | /s/ Mark Niles | |||||
Name: Mark Niles | ||||||
Title: Vice President |
AAC HOLDINGS, INC.
FIRST AMENDMENT