EX-10.1(12) 6 filename6.htm EXECUTION VERSION RELEASE AGREEMENT

EX-10.1(12) 6 filename6.htm

Exhibit 10.1.12

EXECUTION VERSION

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 19th day of June, 2012, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING V, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).

RECITALS

A. Pursuant to that certain Credit Agreement dated as of January 31, 2012, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent and the Lenders (as amended, modified and restated from time to time, the “Credit Agreement”), Lenders agreed to make available to Borrowers certain revolving loans more fully described therein. Capitalized terms used but not defined in this Agreement shall have the meanings that are set forth in the Credit Agreement.

B. The Parent Borrower has informed the Administrative Agent and the Lenders that (i) the Borrowers intend to obtain a release of Mount Washington Property, L.L.C., a Delaware limited liability company (the “Released Borrower”) and certain Real Property Assets listed on Exhibit A attached hereto (collectively, the “Released Assets”) and (ii) since such Released Assets have not been included in the Borrowing Base, the release is not subject to the release provisions as set forth in Section 9.12 of the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent on behalf of the Lenders and the Borrowers hereby agree as follows:

1. Recitals The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof.

2. Release of Released Borrower. The Administrative Agent hereby releases, on behalf of itself and the Lenders, the Released Borrower from all Obligations under the Credit Agreement, the Notes and any other Loan Documents, such release including, without limitation, any pledge of the Equity Interests of the Released Borrower pursuant to the Security Agreement; provided that such release shall be without any recourse, representation, or warranty whatsoever.

3. Release of Released Assets. The Administrative Agent hereby releases any and all liens, encumbrances, security interests, pledges, mortgage, deeds of trust, or charges that it has or may have in or on the Released Assets pursuant to the Credit Agreement or other Loan Documents on behalf of itself and the Lenders; provided that such release shall be without any recourse, representation, or warranty whatsoever.

4. UCC Terminations; Mortgage Releases. The Administrative Agent will prepare and file the Uniform Commercial Code (“UCC”) notices of termination and such other release documents as shall give effect to the release of the Released Borrower and Released Assets as contemplated by paragraphs 2 and 3 hereof and the terms of the Credit Agreement and execute, record and/or file (at Parent Borrower’s expense) such other release documentation as may be reasonably requested by the Parent Borrower so long as such documents are in form and substance satisfactory to the Administrative Agent.

5. Counsel Fees. The Borrowers shall pay to Administrative Agent’s counsel all reasonable fees of such counsel incurred in connection with the preparation and filing of all such release documentation, of this Agreement and any related documents.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

7. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or e-mail image shall be effective as delivery of a manually executed counterpart of this Amendment.

9. Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(SIGNATURES APPEAR ON FOLLOWING PAGES)

IN WITNESS WHEREOF, the Administrative Agent, for the benefit of the Lenders has caused this Release Agreement to be duly executed by its authorized officer, and Parent Borrower has caused the same to be accepted by its authorized officer, as of the day and year first above written.

ADMINISTRATIVE AGENT:				GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent
				By:		/s/ Xxxxx Xxxxxx
				Name:		Xxxxx Xxxxxx
				Title:		Its Duly Authorized Representative

[AVIV –RELEASE AGREEMENT (MT. WA)]

Acknowledged and accepted:

AVIV FINANCING V, L.L.C., a Delaware limited liability company
By:		AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership, Its: Sole member
		By:		AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, Its: General partner
				By:		AVIV REIT, INC., a Maryland corporation, Its: General partner
						By:		/s/ Xxxxx X. Xxxxxxxxx
						Name:		Xxxxx X. Xxxxxxxxx
						Its:		President and CEO

[AVIV – RELEASE AGREEMENT (MT. WA)]

EXHIBIT A

Released Assets

Site No.		Released Borrower		Released Xxxxx Xxxxxxx		Xxxxxx		Xxxxx
00		Xxxxx Xxxxxxxxxx Property, L.L.C.		0000 Xxxxxxxxx Xx., Xxx Xxxxxx, Xxxxxxxxx 00000		Eau Claire		WI