EX-10.1



 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 Party’s 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 party’s original executed counterpart and shall constitute a representation that such party’s 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