EXHIBIT 10.5
EIGHTH AMENDMENT TO MASTER AMENDMENT
TO LOAN DOCUMENTS AND AGREEMENT
THIS EIGHTH AMENDMENT TO MASTER AMENDMENT TO LOAN DOCUMENTS AND
AGREEMENT is made and entered into by and between AMSOUTH BANK, successor in
interest by merger to First American National Bank (hereinafter referred to as
"AmSouth" or as "First American"), ADVOCAT INC., a Delaware corporation (herein
referred to as "Advocat"), DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee
corporation and wholly-owned subsidiary of Advocat ("DMS"), ADVOCAT FINANCE,
INC., a Delaware corporation and wholly-owned subsidiary of DMS ("AFI"),
DIVERSICARE LEASING CORP., a Tennessee corporation and wholly-owned subsidiary
of AFI ("DLC"), ADVOCAT ANCILLARY SERVICES, INC., a Tennessee corporation and
wholly-owned subsidiary of DMS ("AAS"), DIVERSICARE GENERAL PARTNER, INC., a
Texas corporation and wholly-owned subsidiary of DLC ("DGP"), FIRST AMERICAN
HEALTH CARE, INC., an Alabama corporation and wholly-owned subsidiary of DLC
("FAHC"), DIVERSICARE LEASING CORP. OF ALABAMA, an Alabama corporation and
wholly-owned subsidiary of DLC ("DLCA"), ADVOCAT DISTRIBUTION SERVICES, INC., a
Tennessee corporation and wholly-owned subsidiary of DMS ("ADS"), DIVERSICARE
ASSISTED LIVING SERVICES, INC., a Tennessee corporation and a wholly-owned
subsidiary of AFI ("DALS"), DIVERSICARE ASSISTED LIVING SERVICES, NC, LLC, a
Tennessee limited liability company formed by DMS and DALS ("DALS-NC"),
DIVERSICARE ASSISTED LIVING SERVICES, NC I, LLC, a Delaware limited liability
company ("DALS-NC I"), DIVERSICARE ASSISTED LIVING SERVICES, NC II, LLC, a
Delaware limited liability company ("DALS-NC II") both of DALS-NC I and DALS-NC
II being subsidiary entities of DALS-NC, STERLING HEALTH CARE MANAGEMENT, INC.,
a Kentucky corporation and wholly-owned subsidiary of DLC ("SHCM"), DIVERSICARE
XXXXX XXXX, LLC, a Delaware limited liability company ("DAO"), DIVERSICARE GOOD
SAMARITAN, LLC, a Delaware limited liability company ("DGS"), DIVERSICARE
PINEDALE, LLC, a Delaware limited liability company ("DP"), DIVERSICARE WINDSOR
HOUSE, LLC, a Delaware limited liability company ("DWH"), DIVERSICARE HARTFORD,
LLC, a Delaware limited liability company ("DH"), DIVERSICARE BRIARCLIFF, LLC, a
Delaware limited liability company ("DB"), each of DAO, DGS, DP, DWH, DH, and DB
being subsidiary entities of DLC (Advocat and all of its direct and indirect
subsidiaries, as identified hereinabove, being sometimes referred to herein
collectively as the "Debtors," whether in their capacity as a Borrower,
Guarantor, Pledgor, Subsidiary or otherwise, as defined in the Loan Documents
referred to below).
W I T N E S S E T H:
WHEREAS, pursuant to the terms of Master Credit and Security Agreement
dated as of December 27, 1996 (the Master Credit and Security Agreement, as
amended as herein set forth, being herein called the "Master Credit and Security
Agreement"), First American and GMAC Commercial Mortgage Corporation, a
California corporation being one and the same as GMAC-CM Commercial Mortgage
Corporation ("GMAC") agreed to provide to DMS the Credit Facility (as defined
therein), to consist of a $10,000,000.00 line of credit for working capital to
be funded
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by First American (the "Working Capital Line"), and a $40,000,000.00
non-revolving line of credit for acquisitions and refinancings of Projects, as
defined in the Master Amendment, to be funded by GMAC, and Advocat and each
then-existing direct and indirect subsidiary of Advocat agreed to and did
execute a full and unconditional Guaranty and Suretyship Agreement of all
indebtedness incurred by DMS thereunder (each party so executing a Guaranty and
Suretyship Agreement, together with the parties thereafter executing a Guaranty
and Suretyship Agreement, as hereinafter set forth, are herein sometimes called
a "Guarantor" or collectively "Guarantors", and the Guaranty and Suretyship
Agreements are herein sometimes called a "Guaranty and Suretyship Agreement" or
collectively the "Guaranty and Suretyship Agreements"); and
WHEREAS, pursuant to the terms of Master Amendment to Loan Documents
and Agreement executed on November 8, 2000 by AmSouth, certain Debtors then
existing and GMAC and dated as of October 1, 2000 (the Master Amendment to Loan
Documents and Agreement, executed by the parties on November 8, 2000 and dated
as of October 1, 2000, as amended by that First Amendment to Master Amendment to
Loan Documents and Agreement executed by the parties on November 28, 2000 and
dated as of October 1, 2000, and as amended by that Second Amendment to Master
Amendment to Loan Documents and Agreement executed by the parties to be
effective as of December 15, 2002 (the "Second Amendment"), and as amended by
that Third Amendment to Master Amendment to Loan Documents and Agreement
executed by the Debtors and AmSouth to be effective as of July 11, 2003 (the
"Third Amendment"), and as amended by that Fourth Amendment to Master Amendment
to Loan Documents and Agreement executed by the Debtors and AmSouth to be
effective as of April 16, 2004 (the "Fourth Amendment"), and as amended by that
Fifth Amendment to Master Amendment and Loan Documents and Agreement executed by
the Debtors and AmSouth to be effective as of October 29, 2004 (the "Fifth
Amendment"), and as amended by that Sixth Amendment to Master Amendment to Loan
Documents and Agreement executed by the Debtors and AmSouth as of January 29,
2005, and as amended by that Seventh Amendment to Master Amendment to Loan
Documents and Agreement executed by the Debtors and AmSouth as of August 31,
2005, and as further amended as herein set forth, being herein called the
"Master Amendment"), AmSouth agreed to modify the Master Credit and Security
Agreement, the Indebtedness and the Loan Documents ("Indebtedness" and "Loan
Documents" being defined in the Master Amendment); and
WHEREAS, pursuant to the terms of the Master Amendment, in order to
renew the Indebtedness defined as the "NC Bridge Note" in the Master Amendment,
DALS executed a Renewal Promissory Note dated October 1, 2000 in the amount of
$9,412,383.87, which was further modified and extended by eight (8) separate
amendments to the Modified Revolving Note executed by DALS and AmSouth in
December 2000, December 15, 2002, July 11, 2003, January 9, 2004, April 16,
2004, July 16, 2004, October 29, 2004, and January 29, 2005 (the Renewal
Promissory Note and all amendments, modifications and extensions thereto are
herein referred to collectively as the "NC Bridge Loan Note"); and
WHEREAS, pursuant to the terms of the Master Amendment, in order to
renew and replace the "Original Overline Note," as defined in the Master
Amendment, DMS executed a Renewal Promissory Note (Overline Facility) dated
October 1, 2000 in the amount of $3,500,000.00, which was further modified and
extended by eight (8) separate amendments to the Modified Revolving Note
executed by DMS and AmSouth in December 2000, December 15, 2002, July 11, 2003,
January 4, 2004, April 16, 2004, July 16, 2004, October 29, 2004, and
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January 29, 2005 (the Renewal Promissory Note (Overline Facility) and all
amendments, modifications and extensions thereto are herein referred to
collectively as the "Overline Note"); and
WHEREAS, pursuant to the terms of the Fifth Amendment, in order to
renew, reduce, modify, extend and replace the December 15, 2002 Reduced and
Modified Renewal Revolving Promissory Note dated in the amount of $4,500,000.00
and executed by DMS (as amended, modified and extended pursuant to five (5)
separate amendments executed by DMA and Amsouth on July 11, 2003, August 2,
2003, January 9, 2004, April 16, 2004 and July 11, 2004,) which Reduced and
Modified Renewal Revolving Promissory Note replaced the December 27, 1996
Revolving Promissory Note in the amount of $10,000,000.00 as set forth in the
Master Amendment, DMS executed a Replacement Reduced and Modified Renewal
Revolving Promissory Note in the principal amount of $2,500,000.00 on October
29, 2004 as amended, modified, reduced and extended pursuant to that First
Amendment to Replacement Reduced and Modified Renewal Revolving Promissory Note
executed by DMS and AmSouth as of January 29, 2005, (the Replacement Modified
Renewal Revolving Promissory Note and all subsequent amendments, modifications
and extensions thereto are herein referred to collectively as the "Modified
Revolving Note") (the NC Bridge Loan Note, the Overline Note and the Modified
Revolving Note are herein sometimes referred to collectively as the "Notes");
and
WHEREAS, the Notes matured on January 29, 2006, and Debtors have failed
to satisfy the indebtedness arising thereunder; and
WHEREAS, the Wausau Letter of Credit as defined in the Sixth Amendment,
remains issued and outstanding and, for so long as any Indebtedness remains
outstanding, AmSouth shall continue to have a first priority security interest
in AmSouth Time Deposit Account Number 5329822777 in the name of Advocat; and
WHEREAS, the Indebtedness and Loan Documents are fully enforceable and
are not subject to any defense or counterclaim, or any claim of setoff or
recoupment; and
WHEREAS, the Debtors are presently in default of the Indebtedness and
their respective obligations arising under the Loan Documents and Debtors have
again represented to AmSouth that because of their financial conditions, they
are unable to pay the full amount of their liability for the Indebtedness; and
WHEREAS, AmSouth has agreed to further extend the maturity dates of the
Notes, and AmSouth has agreed to temporarily forbear from exercising its
remedies upon default subject to the terms and conditions herein set forth; and
WHEREAS, each of the parties acknowledges that it has been represented
by counsel in connection with the negotiation and execution of this Agreement,
that the same represents an arms-length transaction, and that each of the other
parties has acted in good faith in the making of this Agreement; and
WHEREAS, all terms capitalized herein, but not specially defined
herein, are intended to have the meanings ascribed to them in the Loan
Documents, unless the context clearly indicates otherwise; and
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WHEREAS, the parties stipulate and agree that the facts recited
hereinabove are true and correct; and
WHEREAS, the parties have agreed to modify the Indebtedness and Loan
Documents, and have otherwise agreed all as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing recitals (all
of which are incorporated herein as agreements, representations, warranties or
covenants of the Debtors), the payment of a commitment fee by Debtors to AmSouth
as set forth below, of the mutual covenants and promises contained herein, and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties hereby covenant,
amend and agree as follows:
1. The Modified Revolving Note is hereby amended to extend the Maturity
Date from January 29, 2006 to January 26, 2007 and modify the interest rate,
pursuant to the Second Amendment to Replacement Reduced and Modified Renewal
Revolving Promissory Note executed by DMS and AmSouth of even date herewith. The
parties acknowledge that as of the effective date hereof, the outstanding
principal balance of the Modified Revolving Note is $-0-.
2. The NC Bridge Loan Note is hereby amended to change the Maturity
Date defined therein from January 29, 2006 to April 29, 2007, and to modify the
interest rate and the amount of the monthly payments due thereunder in
accordance with the Ninth Amendment to Renewal Promissory Note executed by
AmSouth and DALS of even date herewith. The parties agree that as of the
effective date hereof, the outstanding principal balance of the NC Bridge Loan
Note is $2,211,889.88.
3. The Overline Note is hereby amended to change the Maturity Date
defined therein from January 29, 2006 to January 29, 2008 and to modify the
amount of the monthly payments due thereunder in accordance with the Ninth
Amendment to Renewal Promissory Note (Overline Facility) executed by AmSouth and
DMS of even date herewith. The parties agree that as of the effective date
hereof, the outstanding principal balance of the Overline Note is $3,051,991.67.
4. The Default Rate, as defined in the Master Credit and Security
Agreement set forth in the Notes, will remain in the amount set forth in
paragraph 4 of the Sixth Amendment.
5. Debtors acknowledge that they are presently in default of or are not
in compliance with certain covenants appearing in the Master Credit and Security
Agreement including but not limited to Section 5.1(c)(e)(o)(v), Section 5.2 (g),
Section 5.3(o)(s)(ab), and Section 5.4(g)(h). Provided that hereafter there
exists no other default under the Master Amendment or the Loan Documents, as
amended, AmSouth expressly agrees to forbear from exercising its remedies
arising as a result of such default or noncompliance with such covenants by
Debtors but only until January 29, 2008.
6. The Financial Covenants set forth in Paragraph 2 (c) of the Master
Amendment are hereby deleted and the Debtors shall comply with the following
financial covenants so long as any Indebtedness due hereunder remains
outstanding:
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(a) Debtors shall maintain a minimum Fixed Charge Coverage
Ratio of not less than 1.10 to 1.0 at all times, tested quarterly on a
four-quarter trailing basis beginning with the quarter ending December 31, 2005.
For purposes of this covenant only, "Fixed Charge Coverage Ratio" shall mean Net
Income from Continuing Operations as reported on Advocat's 10K and 10Q filings
with the SEC or loss resulting from continuing operations (excluding non-cash
provisions or gains for professional liabilities) plus depreciation and
amortization expenses and other non-cash charges, plus interest expense plus
lease and rent expense minus Payments of Professional Liability Costs, as shown
on Advocat's 10K and 10Q filings, from statement of cash flows divided by the
sum of interest expense, Scheduled Annual Principal Payments Under Third Party
Notes and lease and rent expense. For purposes of this covenant only, "Scheduled
Annual Principal Payments Under Third Party Notes" shall mean all monthly,
quarterly or other interim payments of principal made by Debtors, or any of
them, pursuant to the terms of any promissory note held by a third party
creditor, but shall not include that amount of a "balloon" principal payment due
under any such third party note on the date of the maturity as set forth in such
note, which amount exceeds the average of all principal payments made or due and
owing during the year immediately preceding such maturity date.
(b) Debtors shall maintain a Funded Debt to Adjusted EBITDA
ratio of 4.25 to 1.0 or less tested quarterly on a four-quarter tailing basis
beginning with the quarter ended on December 31, 2005. For purposes of this
covenant, Funded Debt have the same meaning as set forth in Section 1.1 y of the
Master Credit and Security Agreement, except that Funded Debt shall exclude
letters of credit that are secured by cash, such as the Wausau Letter of Credit,
and shall exclude the Omega Preferred Stock Series B Redeemable Convertible
Preferred Stock, and shall include all interest bearing debt obligations and
professional liability settlement obligations, including but not limited to
structured settlements reported on Debtors consolidated balance sheet. Adjusted
EBITDA shall be defined as "net income from continuing operations plus income
tax expense (or less income tax benefit) plus depreciation and amortization
expense plus interest expense, plus provisions for professional liability (or
less reductions in professional liability obligations reported), minus Payments
of Professional Liability Costs, as defined above.
7. Debtors represent to AmSouth that since they have no right to
request advances or loans from GMAC under the Acquisition Line or the
Acquisition Note, as defined in the Master Credit and Security Agreement, GMAC
is not required to join in the execution of this document or to execute any of
the Loan Documents now or hereafter executed by and between AmSouth and the
Debtors or any of them. Debtors shall cause GMAC to execute any amendments or
replacements to the Intercreditor Agreement dated December 27, 1996 and executed
by AmSouth, GMAC and the Debtors, as subsequently amended (the "Intercreditor
Agreement") as required by AmSouth in order to protect AmSouth's interests
hereunder. Debtors acknowledge that the failure of GMAC to consent in writing to
this Agreement or to the execution of such intercreditor agreement will not
result in a waiver of any of the Debtors' obligations hereunder.
8. All indebtedness and obligations now or hereafter owing to AmSouth
by Advocat, DMS, DALS-NC, or any other of the Debtors, or any combination
thereof, including but not limited to the Indebtedness, whether evidenced by the
Wausau Letter of Credit remaining outstanding, the Overline Note, the NC Bridge
Loan Note, or the Modified Revolving Note shall be guaranteed by all of Debtors
and shall continue to be evidenced by the Additional Continuing Guaranty and
Suretyship Agreements which shall continue in full force and effect.
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9. A default in any of the Loan Documents, this instrument, any
additional instruments and documents executed pursuant hereto, or in any
indebtedness or obligation now or hereafter owing by any, some or all of Debtors
to AmSouth, shall, at the option of AmSouth, constitute a default in any or all
of the Loan Documents or indebtedness now or hereafter owing by any, some or all
of the Debtors to AmSouth, provided that as between AmSouth and GMAC the further
provisions of the Intercreditor Agreement shall be applicable.
10. Upon execution of this Amendment, Advocat shall pay a commitment
fee to AmSouth in the total amount of $20,000.00 for the commitment and
obligations of AmSouth.
11. As of the Effective Date hereof, the Debtors each hereby
acknowledge and confirm that the terms of the Master Credit and Security
Agreement, as amended, and the Master Amendment, as amended, remain in full
force and effect. In addition, the parties delete Section 12 of the Third
Amendment and insert the following language instead:
The Debtors expressly agree that they shall provide AmSouth, at the
request of AmSouth, with copies of all monthly or other periodic operating,
financial or restructuring status reports that are generated by any Debtor for
the senior management of any Debtor or any of Debtors' boards of directors when
provided to management or the boards of directors. The Debtors shall provide
AmSouth with weekly written reports, unless AmSouth, in its sole discretion has
approved a verbal report regarding the following: (i) negotiations or
discussions regarding the sale of any Debtor entities or assets owned by any
Debtor, (ii) negotiations with other secured creditors of Debtors, and (iii)
other information as AmSouth may reasonably request to be included in the weekly
report. Debtors shall provide AmSouth, at AmSouth's request with monthly
borrowing base reports and monthly aging reports of accounts receivable and
accounts payable, monthly (within 30 days) consolidated income statements,
balance sheets and cash flow statements prepared in conformity with GAAP,
inclusive of management's analysis and discussion of operating, and financial
results and activities. At AmSouth's request, Debtors shall also provide AmSouth
with a monthly compliance certificate evidencing that the Debtors are in
compliance with their obligations under this Agreement. Debtors shall provide
AmSouth with quarterly (within 45 days) and annually (within 90 days)
consolidated income statements, balance sheets and cash flow statements prepared
in conformity with GAAP, inclusive of management's analysis and discussion of
operating, and financial results and activities Debtors shall provide AmSouth
with quarterly (within 45 days) and annual (within 90 days) compliance
certificates evidencing that the Debtors are in compliance with their
obligations under this Agreement. AmSouth representatives, accountants,
consultants, attorneys or other professionals shall have reasonable access to
the premises, upon reasonable advance notice, and books and records of the
Debtors for the purpose of (i) inspecting the collateral of the AmSouth and (ii)
reviewing and copying such books and records as reasonably determined by
AmSouth.
12. Debtors further covenant and agree that, upon execution of this
Agreement, they will cause to be paid all of the fees and expenses incurred by
AmSouth, its agents, attorneys, accountants, appraisers, employees and
representatives, pursuant to all actions contemplated by the Loan Documents no
later than fifteen (15) days after presentment of invoices for such fees and
expenses to Debtors by AmSouth. Failure of Debtors to timely pay such invoices
shall constitute a default hereunder.
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13. The indebtedness evidenced by the Modified Revolving Note, the
Overline Note, and the NC Bridge Loan Note, may be prepaid at any time without
premium or other prepayment penalty.
14. The Master Credit and Security Agreement, as amended, and any other
Loan Documents affected hereby, are amended to the extent necessary to conform
such instruments and documents to the provisions set forth herein.
15. Debtors hereby acknowledge and stipulate that none of them has any
claims or causes of action against AmSouth of any kind whatsoever. Debtors
hereby release AmSouth, and AmSouth's officers, directors, employees,
representatives, agents, attorneys, accountants and consultants. from any and
all claims, causes of action, demands and liabilities of any kind whatsoever,
whether direct or indirect, fixed or contingent, liquidated or non-liquidated,
disputed or undisputed, known or unknown, which Debtors, or any of them, has or
which arises out of any acts or omissions occurring prior to the execution of
this Agreement relating in any way to any event, circumstances, action or
failure to act from the beginning of time to the execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this instrument to
be effective January 29, 2006.
AMSOUTH BANK, successor in interest by merger to
First American National Bank
By: /s/ Xxx XxXxxxxx, Sr.
--------------------------------------------------
Xxx XxXxxxxx, Sr. Vice President
DIVERSICARE MANAGEMENT SERVICES CO., a
Tennessee corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
ADVOCAT INC., a Delaware corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx. Chief Financial Officer
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DIVERSICARE LEASING CORP.,
a Tennessee corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
ADVOCAT ANCILLARY SERVICES, INC.,
a Tennessee corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE GENERAL PARTNER, INC., a Texas corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
FIRST AMERICAN HEALTH CARE, INC.,
an Alabama corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
ADVOCAT FINANCE, INC., a Delaware corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE LEASING CORP. OF ALABAMA, INC., an
Alabama corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
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ADVOCAT DISTRIBUTION SERVICES, INC.,
a Tennessee corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE ASSISTED LIVING SERVICES, INC.,
a Tennessee corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE ASSISTED LIVING SERVICES, NC, LLC,
a Tennessee limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
STERLING HEALTH CARE MANAGEMENT, INC.,
a Kentucky corporation
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
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DIVERSICARE XXXXX XXXX, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE GOOD SAMARITAN, LLC, a Delaware limited
liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE PINEDALE, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE WINDSOR HOUSE, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE HARTFORD, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
DIVERSICARE BRIARCLIFF, LLC,
a Delaware limited liability company
By: /s/ L. Xxxxx Xxxxxx, Xx.
--------------------------------------------------
L. Xxxxx Xxxxxx, Xx., Chief Financial Officer
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