OPTION AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY



				Exhibit 10.463

OPTION AGREEMENT
FOR THE SALE AND PURCHASE OF REAL PROPERTY

THIS OPTION AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY (“Agreement”) is made and entered into as of the 5th day of February, 2016 (the “Effective Date”), by and between Xxxxxx Xxxxxxxx, or entities designated by Xxxxxx Xxxxxxxx (or its designated affiliate) (“Purchaser”) and the entities identified as landlords on Schedule 1 attached hereto and incorporated herein by reference (collectively, “Seller”).

WITNESSETH:

WHEREAS, Seller, as landlord, and the entities identified as tenants on Schedule 1 (collectively, “Tenant”) entered into that certain Master Lease Agreement of even date herewith (the “Lease”) pursuant to which the Tenant leased the improved real property defined in the Lease as the “Premises”; and

WHEREAS, it was a condition of Landlord and Tenant entering into the Lease that the parties hereto enter into this Agreement pursuant to which Purchaser is granted an option to purchase the Premises on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid to Seller, the receipt and sufficiency of which are hereby acknowledged by Seller, Seller and Purchaser hereby covenant and agree as follows:

ARTICLE ONE

OPTION; PROPERTY TO BE SOLD

1.1 Grant of Option. Seller does hereby grant and convey to Purchaser for the term hereof an exclusive and irrevocable option (the “Option”) to purchase the Premises (the legal descriptions for which are attached hereto as Exhibits “A-1 through “A-9”) upon the terms and conditions hereinafter set forth.

1.2 Term and Exercise of Option. The term of the Option shall commence on the Effective Date and shall terminate at 6:00 p.m. Eastern time on May 1, 2016 (the “Option Period”), unless exercised as set forth herein. The Option may be exercised prior to the end of the Option Period by Purchaser’s (i) delivery to Seller of written notice of its intent to exercise the option (the “Exercise Note”) and (ii) depositing with First American Title Insurance Company (or other escrow agent to be agreed upon) the sum of One Million and 00/100 Dollars (the “Xxxxxxx Money Deposit”). The Xxxxxxx Money Deposit shall be non-refundable except in the event that Closing does not occur as a result of (i) Seller’s default under the Purchase Agreement (as defined below) or (ii) Seller’s inability to deliver good title to the Premises.

ARTICLE TWO
PURCHASE AGREEMENT

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2.1 Purchase Agreement. Upon Purchaser’s exercise of the Option as provided in Section 1.2 above, Purchaser and Seller shall enter into a Purchase Agreement containing usual and customary representations, warranties and closing prorations (the “Purchase Agreement”).

ARTICLE THREE

PURCHASE PRICE

3.1 Purchase Price. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Premises shall be Fifty-Five Million and 00/100 Dollars ($55,000,000.00) subject to adjustments for usual and customary closing prorations. The Purchase Price shall be paid by Purchaser as follows: (i) $52,000,000.00 by wire transfer of immediately available funds at Closing (including the Xxxxxxx Money Deposit) and (ii) the balance evidenced by a promissory note (the “Note”) executed by Purchaser in favor of Seller. The Note shall be due and payable in twenty-four equal monthly installments of interest only at the rate of 10% per annum, subject to the Purchaser’s Lender approval. Purchaser may prepay any or all of the principal balance at any time without penalty.

ARTICLE FOUR

CONSUMMATION OF SALE

4.1 Closing. If the Option is exercised, the consummation of the purchase and sale herein contemplated (such consummation being herein referred to as the “Closing”) shall take place on or before August 1, 2016 on a date designated by Purchaser to Seller in writing.

4.2 Place of Closing. The Closing shall take place through an escrow closing at the location described in the Purchase Agreement.

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

5.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior understandings or agreements between the parties.

5.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, devisees, personal representatives, successors and assigns.

5.3 Waiver; Modification. Failure by Purchaser or Seller to insist upon or enforce any of its rights shall not constitute a waiver thereof. Either party hereto may waive the benefit of any provision or condition for its benefit contained in this Agreement. No oral waiver or modification hereof shall be binding upon the parties, and any modification shall be in writing and signed by the parties.

5.4 Construction. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than the other.

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5.5 Governing Law. This Agreement shall be governed by, and construed under, the laws of the state of Arkansas.

5.6 Assignment. Seller may assign its interest in this Agreement, either in whole or in part, without the prior written consent of Purchaser. Purchaser shall not assign its interest in this Agreement, in whole or in part, without the prior written consent of Seller.

5.7 Section Headings. The Section headings as herein used are for convenience or reference only and shall not be deemed to vary the content of this Agreement or the covenants, agreements, representations and warranties herein set forth or to limit the provisions or scope of any Section.

5.8 Counterparts. This Agreement may be executed in counterparts. A facsimile signature shall be effective as if an original.

ARTICLE SIX

NOTICES, ETC.

6.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be personally delivered, or sent by electronic mail, facsimile transmission, or sent by overnight commercial delivery service (provided a receipt is available with respect to such delivery), or mailed by first-class registered or certified mail, return receipt requested, postage prepaid (and shall be effective when received, if sent by electronic mail, personal delivery, facsimile transmission or by overnight delivery service, or on the third day (or earlier actual receipt) after mailing, if mailed):

(a) if to Seller:

AdCare Health Systems, Inc.
0000 Xxxxxxx Xxxx

Xxxxxxx, Xxxxxxx 00000

Attn: CEO

(b) if to Purchaser:

Skyline Health Care, LLC

000 Xxxxxxxx Xxxx

Xxxx-Xxxxx XX 00000

Attention: Xxxxxx Xxxxxxxx

Rejection or other refusal by the addressee to accept or the inability of the United States Postal Service to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the notice sent.

[Signatures on Following Pages]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.



		SELLER:

		VALLEY RIVER PROPERTY HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		HOMESTEAD PROPERTY HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		PARK HERITAGE PROPERTY
		HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		MT. V PROPERTY HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		MOUNTAIN TOP PROPERTY
		HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager

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		LITTLE ROCK HC&R PROPERTY
		HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		WOODLAND HILLS HC
		PROPERTY HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		NORTHRIDGE HC&R PROPERTY
		HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		APH&R PROPERTY HOLDINGS, LLC,
		a Georgia limited liability company

		By:	/s/Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager


		PURCHASER:



		By:	/s/Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Manager

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FACILITIES



Facility Name	Landlord	Tenant	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	__________	000 Xxxxx Xxxxxx Xxxxxx, XX 00000-0000	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	__________	0000 X. Xxxxxxxxx Xxxx Xxxxxx 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	__________	000 Xxx Xxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000-0000	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	__________	000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000-0000	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	__________	0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000-0000	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	__________	0000 Xxxxx Xx. Xxxxxx Xxxx, XX 00000-0000	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	__________	0000 Xxxx Xxxxxx Xx. Xxxxx Xxxxxx Xxxx, XX 00000-0000	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	__________	0000 X. Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000-0000	120 bed SNF
River Valley Health and Rehabilitation Center	Valley River Property Holdings, LLC	__________	0000 Xxxxxxx Xxxxxx Xxxx Xxxxx, XX 00000-0000	129 bed SNF