EX-10.11



 Exhibit 10.11 

PROMISSORY NOTE 
  

			
	$1,500,000.00	  	Carlsbad, California
		  	July 31, 2013

 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 92008-8825, 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 One Million Five Hundred Thousand Dollars ($1,500,000.00), with interest thereon as set forth herein. 

DEFINITIONS: 
 As used herein, the following terms
shall have the meanings set forth after each, and any other term defined In this Note shall have the meaning set forth at the place defined: 

(a) “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in California are authorized
or required by law to close. 
 (b) “Daily One Month LIBOR” means, for any day, the rate of interest equal to LIBOR then In effect
for delivery for a one (1) month period. 
 (c) “LIBOR” means the rate per annum (rounded upward, if necessary, to the
nearest whole 1/8 of 1%) and determined pursuant to the following formula: 
  

							
		 	LIBOR =	 	 Base LIBOR
	 	
		 		 	100% - LIBOR Reserve Percentage	 	

 (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as the
Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, for delivery of funds for one (1) month in an amount equal to
the outstanding principal balance of this Note. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the inter-Bank Market as Bank in its discretion
deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market. 
 (ii)
“LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve
Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the term of this Note. 
 INTEREST: 

(a) Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days
elapsed) at a rate per annum five percent (5.00%) above the Dally One Month LIBOR Rate In effect from time to time. Each change in the rate of interest hereunder shall become effective on the date each Daily One Month LIBOR Rate change Is
announced within Bank. 
 (b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any
other amounts due or to become due hereunder, any and all (i) withholdings, Interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any
manner to LIBOR, and (ii) future, supplemental, emergency or other changes In the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs Imposed by any domestic or
foreign governmental authority or resulting from compliance by 

  
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Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not
included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon
Borrower. 
 (c) Payment of Interest. Interest accrued on this Note shall be payable on the first day of each month, commencing
August 1, 2013. 
 (d) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal
owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest at an increased
rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 

REPAYMENT AND PREPAYMENT: 
 (a)
Repayment. The outstanding principal balance of this Note shall be due and payable in full on July 1, 2014. 
 (b)
Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. 

(c) Prepayment. Borrower may prepay principal on this Note at any time, in any amount and without penalty. 

EVENTS OF DEFAULT: 
 This Note is made pursuant to
and is subject to the terms and conditions of that certain Restated Credit Agreement between Borrower and Bank dated as of May 1, 2013, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance
of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note. 

MISCELLANEOUS: 
 (a)
Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment,
demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and
terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the
holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of
any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. 

(b) Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each
such Borrower shall be joint and several. 
 (c) Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of California. 

  
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 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written
above. 
  

			
	AMERICAN ADDICTION CENTERS, INC.
	(formerly known as Forterus, Inc.)
		
	By:	 	     /s/    Jerrod Menz

		 	Jerrod Menz, Chief Executive Officer


  
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