RESTRUCTURING STOCK ISSUANCE AND SUBSCRIPTION AGREEMENTRestructuring Stock Issuance and Subscription Agreement • October 24th, 2006 • Advocat Inc • Services-skilled nursing care facilities • Delaware
This Restructuring Stock Issuance and Subscription Agreement (“Agreement”) is entered into this 20th day of October, 2006 between Advocat Inc., a Delaware corporation (“Advocat”), and Omega Healthcare Investors, Inc., a Maryland corporation (“Omega”).
SUBORDINATED NOTEAdvocat Inc • October 24th, 2006 • Services-skilled nursing care facilities
FOR VALUE RECEIVED, Advocat Inc., a Delaware corporation, with an address of 1621 Galleria Boulevard, Brentwood, TN 37027 (“Borrower”), hereby promises to pay to Omega Healthcare Investors, Inc., a Maryland corporation with an address of 9690 Deereco Road, Suite 100, Timonium, MD 21093 (“Payee”), or to order, the principal sum of Two Million Five Hundred Thirty Three Thousand Six Hundred Fourteen Dollars and Fifty Three Cents ($2,533,614.53), and to pay interest from the date hereof on the unpaid principal amount hereof at a rate of interest at all times equal to seven percent (7%) per annum, which interest shall be accrued quarterly. Accrued interest shall be payable (subject to Section 2) in cash quarterly beginning on December 31, 2006 and continuing on the last day of each quarter thereafter. To the extent accrued interest is not paid quarterly, it shall be compounded quarterly. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The quarterly interest
THIRD AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED MASTER LEASEMaster Lease • October 24th, 2006 • Advocat Inc • Services-skilled nursing care facilities
This Third Amendment to Consolidated Amended and Restated Master Lease (this “Amendment”) is executed and delivered as of this 20th day of October, 2006, to be effective as of October 1, 2006 (the “Effective Date”) by and between STERLING ACQUISITION CORP., a Kentucky corporation (“Lessor”), the address of which is 9690 Deereco Road, Suite 100, Timonium, MD 21093, and DIVERSICARE LEASING CORP., a Tennessee corporation, the address of which is 1621 Galleria Boulevard, Brentwood, TN 37027.
