SECOND AMENDMENT TO LOAN AGREEMENT AND JOINDER
EXHIBIT 10.2
SECOND AMENDMENT TO LOAN AGREEMENT AND JOINDER
This Second Amendment to Loan Agreement and Joinder (this “Amendment”), dated as of
March 14, 2008, is by and among DIVERSICARE PARIS, LLC, a Delaware limited liability company (the
“New Borrower”), those certain entities set forth on Schedule 1 hereto, which are
signatories hereto (such entities, collectively, the “Original Borrower” and together with
the New Borrower, individually and collectively, the “Borrower”), and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association (together with its successors and assigns, the
“Lender”).
RECITALS
A. Original Borrower and Lender are parties to that certain Loan Agreement dated as of August
10, 2007 as amended by First Amendment to Loan Agreement (the “First Amendment”) dated as of
December 18, 2007 (as amended, restated, supplemented and otherwise modified, the “Loan
Agreement”).
B. The Original Borrower and Lender desire to amend certain terms and provisions of the Loan
Agreement on the terms and conditions set forth herein.
C. The Lender desires that the New Borrower execute this Amendment for the purpose of
acknowledging that it is a Borrower under the Loan Agreement.
NOW, THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged),
the parties hereto (intending to be legally bound) hereby agree as follows:
1. Definitions. Terms capitalized herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement, as amended hereby.
2. Joinder and Assumption. From and after the date hereof, New Borrower hereby
absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower
thereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations,
liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing
Agreements (including, without limitation, the Liabilities), and (iii) covenants and agrees to be
bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of
or respecting the Borrower with respect to the Loan Agreement and each other Financing Agreements
and all of the representations and warranties contained in the Loan Agreement and the other
Financing Agreements. From and after the date hereof, any reference to the term “Borrower” in the
Loan Agreement and each other Financing Agreement shall also include the New Borrower.
3. Amendments to Loan Agreement. Subject to the terms and conditions contained
herein, the Borrower and the Lender hereby amend the Loan Agreement as follows:
(a) The definition of “Omega Master Lease Agreement” set forth in Section 1.1 of the Loan
Agreement is hereby amended to (i) delete the word “and” immediately preceding clause (e) thereof
and (ii) add the following new clauses (f) immediately following such clause (e): “and (f) that
certain Sixth Amendment to Consolidated, Amended and Restated Master Lease dated as of March 14,
2008, by and between DLC and Omega.”
(b) The definition of “Adjusted Leased Asset EBITDA” set forth in Section 1.1 of the Loan
Agreement, as amended and restated in the First Amendment, is hereby further amended to add the
following sentence to that definition:
“For purposes of determining Adjusted Leased Asset EBITDA, overhead costs of
Diversicare Management Services, Co. and Parent shall be allocated on the basis of
revenues of the Leased Assets in proportion to total consolidated revenues.”
(c) The definition of “Leased Asset Adjusted EBITDA” currently set forth in Section 1.1 of the
Loan Agreement is hereby deleted.
(d) Section 12.12 of the Loan Agreement is hereby amended to delete the contact information
for Lender and substitute in lieu thereof the following new contact information:
Bank of America, N.A.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx
Attention: Xxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx
Attention: Xxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
(e) Schedule 1 of the Loan Agreement is hereby amended to include the following new final row
in the table set forth therein:
Diversicare Paris, LLC |
Delaware limited | 0000 Xxxxxxxx Xxxxxxxxx | ||||||
| liability company | Xxxxxxxxx, XX 00000 | |||||||
(f) Schedule 1.1(a) of the Loan Agreement is hereby amended to include a reference to (i)
“Parkview Care Center” and (ii) “Paris Healthcare and Rehabilitation Center or such other name(s)
as communicated in writing by the Borrower to the Lender” under the “Texas” heading.
(g) The first paragraph of Schedule 1.1(e) of the Loan Agreement is hereby amended to delete
the reference to “and as further amended by that certain Fifth Amendment to Consolidated Amendment,
Amended and Restated Master Lease dated as of August 10, 2007” and substitute in lieu thereof a
reference to “, as further amended by that certain Fifth Amendment to Consolidated Amendment,
Amended and Restated Master Lease dated as of August 10, 2007 and as further amended by that
certain Sixth Amendment to Consolidated Amendment, Amended and Restated Master Lease dated as of
March 14, 2008 (the ‘Sixth Amendment’).”
2
(h) Section (b) of Schedule 1.1(e) of the Loan Agreement is hereby amended to delete the
reference to “August 3, 2007” and substitute in lieu thereof a reference to “August 3, 2007, as
amended by that certain First Amendment to Master Sublease dated ___, 2009 (adding Paris
Healthcare and Rehabilitation Center, or such other name(s) as communicated to the Lender by
Borrower in writing).”
(i) Section (b) of Schedule 1.1(e) of the Loan Agreement is hereby further amended to include
the following new clause (viii):
| “(viii) | Sublease dated ___, 2009, by Diversicare Texas I, LLC, as Master Sublessor, and Diversicare Paris, LLC, as Sublessee, with respect to the Paris Healthcare and Rehabilitation Center (or such other name(s) as communicated in writing by the Borrower to the Lender).” |
(j) Schedule 1.1(e) of the Loan Agreement is hereby further amended to include the following
new paragraphs 3 and 4:
“3. Single Facility Lease (Paris, Texas) dated October 31, 2007 by and between Long
Term Care Associates–Texas, Inc., a Texas corporation, as Lessor, and New Borrower,
as Lessee, as amended by First Amendment to Single Facility Lease (Paris, Texas)
dated March 14, 2008.
4. Lease Agreement dated as of March 18, 2005 by and between Health Care Ventures,
Inc., as Lessor, and Diversicare Leasing Corp., as Lessee, for Xxxxxx Health Care in
Martin, Tennessee.”
(k) Schedule 7.8 of the Loan Agreement is hereby amended to include the following references
in appropriate alphabetical order:
“Diversicare Paris, LLC (i) is qualified to do business, and does business, as a
foreign limited liability company in the State of Texas under the name ‘Parkview
Care Center’ and, (ii) if Borrower delivers written notice to the Lender that it
intends for Diversicare Paris, LLC to do business under another name (or other
names) upon execution of the Sixth Amendment by the parties thereto or thereafter,
will be qualified to do business under such other name(s).”
4. Conditions Precedent. The amendments contained in Section 3 hereof are subject to,
and contingent upon, the prior or contemporaneous satisfaction of the following conditions
precedent:
(a) The Borrower and Lender shall have executed and delivered to each other this Amendment,
(b) The Borrower and Lender shall have executed and delivered to each other that certain
Joinder No. 1 to Revolving Loan Note of even date herewith.
3
(c) The Borrower, Lender and Sterling Acquisition Corp., a Kentucky corporation, shall have
amended the Omega-Sterling Intercreditor Agreement in form and substance reasonably satisfactory to
the Lender, and
(d) The Borrower shall have delivered to the Lender correct and complete copies of the
resolutions of the Borrower Agent authorizing or ratifying the execution, delivery and performance
by the Borrower of this Amendment.
5. Acknowledgment; Post-Amendment Deliveries.
(a) Promptly upon execution thereof, but in any event, on or before April 30, 2008, the
Borrower shall have delivered to the Lender correct and complete copies of the Sixth Amendment to
Consolidated Amendment, Amended and Restated Master Lease by and between DLC and Omega.
(b) Promptly upon execution thereof, the Borrower shall deliver to the Lender correct and
complete copies of the Sublease by Diversicare Texas I, LLC, as Master Sublessor, and Diversicare
Paris, LLC, as Sublessee, with respect to the Paris Healthcare and Rehabilitation Center or such
other facility name(s) as communicated in writing by the Borrower to the Lender (as amended,
restated, supplemented or otherwise modified from time to time, the “Paris Sublease” and
the facility subleases thereunder, the “New Paris Facility”).
(c) Borrower and Lender acknowledge and agree (i) that upon execution thereof by the parties
thereto, the Paris Sublease will be a Commercial Lease and Restricted Agreement; (ii) that certain
Single Facility Lease dated October 31, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Single Facility Lease”) by and between Long Term Care
Associates – Texas, Inc., a Texas corporation, and New Borrower is a Commercial Lease and a
Restricted Agreement and (iii) that ninety (90) days following the completion of construction and
licensing of the New Paris Facility for its intended use as a skilled nursing facility, the Single
Facility Lease shall be terminated and of no further force or effect, if not sooner terminated by
the parties thereto.
6. Reference to and Effect on the Loan Agreement.
(a) Except as expressly provided herein, the Loan Agreement and all of the other Financing
Agreements shall remain unmodified and continue in full force and effect and are hereby ratified
and confirmed.
(b) Except as expressly provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of: (i) any right, power or remedy of the Lender under the
Loan Agreement or any of the other Financing Agreements, or (ii) any Default or Event of Default
under the Loan Agreement.
7. Costs, Expenses and Taxes. Without limiting the obligation of the Borrower to
reimburse the Lender for costs, fees, disbursements and expenses incurred by the Lender as
specified in the Loan Agreement, the Borrower agrees to pay on demand all reasonable costs, fees,
disbursements and expenses of the Lender in connection with the preparation, execution and delivery
of this Amendment and the other agreements, instruments and documents
4
contemplated hereby, including, without limitation, reasonable attorneys’ fees and
out-of-pocket expenses.
8. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants to the Lender, which representations and warranties shall survive the execution and
delivery hereof, that on and as of the date hereof and after giving effect to this Amendment:
(a) The Borrower has the requisite power and authority to execute, deliver and perform its
obligations under this Amendment. This Amendment has been duly authorized by all necessary action
of the Borrower. This Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights
generally and general principles of equity;
(b) The Borrower’s representations contained in Section 7 of the Loan Agreement are true and
correct in all material respects (without duplication of materiality) on and as of the date hereof
(unless expressly related to an earlier date, in which case such representations shall be true and
correct as of such earlier date); and
(c) No Default or Event of Default has occurred and is continuing.
9. Reference to Loan Agreement; No Waiver.
(a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this
Loan Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Loan Agreement as amended hereby. The term “Financing Agreements”
as defined in Section 1.1 of the Loan Agreement shall include (in addition to the Financing
Agreements described in the Loan Agreement) this Amendment and any other agreements, instruments or
other documents executed in connection herewith.
(b) The Lender’s failure, at any time or times hereafter, to require strict performance by the
Borrower of any provision or term of the Loan Agreement, this Amendment or the other Financing
Agreements shall not waive, affect or diminish any right of the Lender hereafter to demand strict
compliance and performance herewith or therewith. Any suspension or waiver by the Lender of a
breach of this Amendment or any Event of Default under the Loan Agreement shall not, except as
expressly set forth herein, suspend, waive or affect any other breach of this Amendment or any
Event of Default under the Loan Agreement, whether the same is prior or subsequent thereto and
whether of the same or of a different kind or character. None of the undertakings, agreements,
warranties, covenants and representations of the Borrower contained in this Amendment, shall be
deemed to have been suspended or waived by the Lender unless such suspension or waiver is: (i) in
writing and signed by the Lender, and (ii) delivered to the Borrower. In no event shall the
Lender’s execution and delivery of this Amendment establish a course of dealing among the Lender,
the Borrower or any other obligor or in any other way obligate the Lender to hereafter provide any
amendments or waivers with respect to the Loan Agreement. The terms and provisions of this
Amendment shall be limited precisely as written and shall not be deemed: (A) to be a consent to a
modification (except as expressly
5
provided herein) or waiver of any other term or condition of the Loan Agreement or of any
other Financing Agreement, or (B) to prejudice any right or remedy that the Lender may now have
under or in connection with the Loan Agreement or any of the other Financing Agreements.
10. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Lender and each of the other parties hereto and their respective successors and
assigns; provided, however, the Borrower may not assign this Amendment or any of the Borrower’s
rights hereunder without the Lender’s prior written consent. Any prohibited assignment of this
Amendment shall be absolutely null and void. This Amendment may only be amended or modified by a
writing signed by the Lender and the Borrower.
11. Severability. Wherever possible, each provision of this Amendment shall be
interpreted in such a manner so as to be effective and valid under applicable law, but if any
provision of this Amendment is held to be prohibited by or invalid under applicable law, such
provision or provisions shall be ineffective only to the extent of such provision and invalidity,
without invalidating the remainder of this Amendment.
12. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Illinois, and the rights and obligations of the parties hereunder shall be
construed in accordance with and be enforced and governed by the internal laws of the State of
Illinois, without regard to conflict of law or choice of law principles.
13. Counterparts; Facsimile or Other Electronic Transmission. This Amendment may be
executed in one or more counterparts, each of which taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or other
electronic transmission shall be equally as effective as delivery of a manually executed
counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile or other electronic transmission shall also deliver a manually executed counterpart
of this Amendment, but the failure to deliver a manually executed counterpart shall not affect the
validity, enforceability or binding effect of this Amendment.
***Signature Page Follows***
6
IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to Loan Agreement and Joinder
to be duly executed and delivered as of the date first above written.
| BORROWER: | ||||||
| DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, as Borrower Agent | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| ADVOCAT ANCILLARY SERVICES, INC., a Tennessee corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| ADVOCAT FINANCE, INC., a Delaware corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
7
| ADVOCAT DISTRIBUTION SERVICES, INC., a Tennessee corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| DIVERSICARE ASSISTED LIVING SERVICES, INC., a Tennessee corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, a Tennessee limited liability company |
||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| DIVERSICARE LEASING CORP., a Tennessee corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
| STERLING HEALTH CARE MANAGEMENT, INC., a Kentucky corporation | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||
8
| SENIOR CARE CEDAR HILLS, LLC, a Delaware limited liability company |
||||||||
| BY: | SENIOR CARE FLORIDA LEASING, LLC, its sole member |
|||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| SENIOR CARE GOLFCREST, LLC, a Delaware limited liability company |
||||||||
| BY: | SENIOR CARE FLORIDA LEASING, LLC, its sole member |
|||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| SENIOR CARE GOLFVIEW, LLC, a Delaware limited liability company |
||||||||
| BY: | SENIOR CARE FLORIDA LEASING, LLC, its sole member |
|||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
9
| SENIOR CARE FLORIDA LEASING, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| SENIOR CARE SOUTHERN PINES, LLC, a Delaware limited liability company |
||||||||
| BY: | SENIOR CARE FLORIDA LEASING, LLC, its sole member |
|||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE XXXXX XXXX, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
10
| DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE BRIARCLIFF, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
11
| DIVERSICARE XXXXXXX, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE HARTFORD, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE HILLCREST, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE LAMPASAS, LLC, a Delaware limited liability company |
||||||||
| BY:DIVERSICARE LEASING CORP., its
sole member |
||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
12
| DIVERSICARE PINEDALE, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE WINDSOR HOUSE, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE YORKTOWN, LLC, a Delaware limited liability company |
||||||||
| BY:DIVERSICARE LEASING CORP., its
sole member |
||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
13
| DIVERSICARE XXXXXXXXX, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE DOCTORS, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE ESTATES, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE HUMBLE, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
14
| DIVERSICARE KATY, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer | |||||||
| DIVERSICARE NORMANDY TERRACE, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer | |||||||
| DIVERSICARE TEXAS I, LLC, a Delaware limited liability company |
||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer | |||||||
| DIVERSICARE TREEMONT, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer | |||||||
15
| DIVERSICARE ROSE TERRACE, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE LEASING CORP., its sole member | |||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| DIVERSICARE PARIS, LLC, a Delaware limited liability company |
||||||||
| BY: | DIVERSICARE TEXAS I, LLC, its sole member |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Its: | Executive Vice President & Chief Financial Officer |
|||||||
| LENDER: | ||||||||
| LASALLE BANK NATIONAL ASSOCIATION | ||||||||
| By: | Bank of America, N.A. | |||||||
| Its: | ||||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||||
| Xxxxxxx Xxxxxx | ||||||||
| Senior Vice President | ||||||||
16
SCHEDULE 1
2. BORROWERS
Advocat Ancillary Services, Inc.
Advocat Finance, Inc.
Diversicare Management Services Co.
Advocat Distribution Services, Inc.
Diversicare Assisted Living Services, Inc.
Diversicare Assisted Living Services NC, LLC
Diversicare Leasing Corp.
Sterling Health Care Management, Inc.
Senior Care Cedar Hills, LLC
Senior Care Golfcrest, LLC
Senior Care Golfview, LLC
Senior Care Florida Leasing, LLC
Senior Care Southern Pines, LLC
Diversicare Xxxxx Xxxx, LLC
Diversicare Assisted Living Services NC I, LLC
Diversicare Assisted Living Services NC II, LLC
Diversicare Briarcliff, LLC
Diversicare Xxxxxxx, LLC
Diversicare Hartford, LLC
Diversicare Hillcrest, LLC,
Diversicare Lampasas, LLC
Diversicare Pinedale, LLC
Diversicare Windsor House, LLC
Diversicare Yorktown, LLC
Diversicare Xxxxxxxxx, LLC
Diversicare Doctors, LLC
Diversicare Estates, LLC
Diversicare Humble, LLC
Diversicare Katy, LLC
Diversicare Normandy Terrace, LLC
Diversicare Texas I, LLC
Diversicare Treemont, LLC
Diversicare Rose Terrace, LLC
Advocat Finance, Inc.
Diversicare Management Services Co.
Advocat Distribution Services, Inc.
Diversicare Assisted Living Services, Inc.
Diversicare Assisted Living Services NC, LLC
Diversicare Leasing Corp.
Sterling Health Care Management, Inc.
Senior Care Cedar Hills, LLC
Senior Care Golfcrest, LLC
Senior Care Golfview, LLC
Senior Care Florida Leasing, LLC
Senior Care Southern Pines, LLC
Diversicare Xxxxx Xxxx, LLC
Diversicare Assisted Living Services NC I, LLC
Diversicare Assisted Living Services NC II, LLC
Diversicare Briarcliff, LLC
Diversicare Xxxxxxx, LLC
Diversicare Hartford, LLC
Diversicare Hillcrest, LLC,
Diversicare Lampasas, LLC
Diversicare Pinedale, LLC
Diversicare Windsor House, LLC
Diversicare Yorktown, LLC
Diversicare Xxxxxxxxx, LLC
Diversicare Doctors, LLC
Diversicare Estates, LLC
Diversicare Humble, LLC
Diversicare Katy, LLC
Diversicare Normandy Terrace, LLC
Diversicare Texas I, LLC
Diversicare Treemont, LLC
Diversicare Rose Terrace, LLC
