SECOND AMENDED AND RESTATED GUARANTY (TERM LOAN)Guaranty • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Illinois
THIS SECOND AMENDED AND RESTATED GUARANTY (“Guaranty”) dated as of February 26, 2016, by DIVERSICARE HEALTHCARE SERVICES, INC., a Delaware corporation (“Guarantor”), is to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation in its capacity as administrative agent for the Lenders identified below (together with its successors and assigns, the “Administrative Agent”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT AND OMNIBUS RELEASETerm Loan and Security Agreement • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Illinois
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT AND OMNIBUS RELEASE (this “Amendment”) dated as of December 1, 2018, by and among CIBC BANK USA, formerly known as The PrivateBank and Trust Company, an Illinois banking corporation (together with its successors and assigns, “Administrative Agent”) in its capacity as administrative agent for the Lenders (as defined below), the Lenders, and the Affiliates of DIVERSICARE HEALTHCARE SERVICES, INC. identified on the signature pages as “Borrower” (individually and collectively, “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Kentucky
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of October 30, 2018, by and among DIVERSICARE OF FULTON, LLC, a Delaware limited liability company (“Fulton OpCo”), DIVERSICARE FULTON PROPERTIES, LLC, a Delaware limited liability company (“Fulton PropCo”), DIVERSICARE CLINTON, LLC, a Delaware limited liability company (“Clinton OpCo”), DIVERSICARE CLINTON PROPERTIES, LLC, a Delaware limited liability company (“Clinton PropCo”), DIVERSICARE OF GLASGOW, LLC, a Delaware limited liability company (“Glasgow OpCo”), and DIVERSICARE GLASGOW PROPERTIES, LLC, a Delaware limited liability company (“Glasgow Properties,” and together with Fulton OpCo, Fulton PropCo, Clinton OpCo, Clinton PropCo, and Glasgow OpCo, the “Sellers”), and FULTON NURSING AND REHABILITATION LLC, a Kentucky limited liability company (“Fulton OpCo Buyer”), HOLIDAY FULTON PROPCO LLC, a Kentucky limited liability company (“Fulton PropCo Buyer”), BIRCHWOOD NURSING AND REHABILITATION LLC, a Kentucky limited liab
GUARANTYGuaranty • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Maryland
This GUARANTY (“Guaranty”) is given as October 1, 2018 by DIVERSICARE HEALTHCARE SERVICES, INC., a Delaware corporation, formerly known as Advocat, Inc., ADVOCAT FINANCE, INC., a Delaware corporation, DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, and DIVERSICARE LEASING COMPANY II, LLC, a Delaware limited liability company (collectively referred to herein as “Guarantor”), in favor of the entities listed on Schedule 1 to this Guaranty (collectively, “Landlord”), with reference to the following facts:
SECURITY AGREEMENT (OHI – Diversicare)Security Agreement • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Maryland
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of October 1, 2018, by and among the entities listed on Schedule 1 to this Agreement (collectively, the “Tenant”), the entities listed on Schedule 2 to this Agreement (collectively, the “Subtenants”), and DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation (“DMS”, and together with Tenant and the Subtenants, each being sometimes referred to individually as a “Debtor” and collectively as “Debtors”), and the entities listed on Schedule 3 to this Agreement (collectively, “Secured Party”).
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • February 28th, 2019 • Diversicare Healthcare Services, Inc. • Services-skilled nursing care facilities • Illinois
THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of December 1, 2018, is by and among CIBC BANK USA, formerly known as The PrivateBank and Trust Company, an Illinois banking corporation (together with its successors and assigns, “Administrative Agent”) in its capacity as administrative agent for the Lenders (as defined below), the Lenders, DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, and certain of its affiliates parties hereto identified on the signature pages as “Borrower” (individually and collectively, “Borrower”).
