PROMISSORY NOTE IPromissory Note • November 8th, 2006 • Advocat Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, the undersigned DIVERSICARE AFTON OAKS, LLC, a Delaware limited liability company (the “Afton Oaks Borrower”), DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability company (the “NC I Borrower”), DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited liability company (the “NC II Borrower”), DIVERSICARE BRIARCLIFF, LLC, a Delaware limited liability company (the “Briarcliff Borrower”), DIVERSICARE CHISOLM, LLC, a Delaware limited liability company (the “Chisolm Borrower”), DIVERSICARE HARTFORD, LLC, a Delaware limited liability company (the “Hartford Borrower”), DIVERSICARE HILLCREST, LLC, a Delaware limited liability company (the “Hillcrest Borrower”), DIVERSICARE LAMPASAS, LLC, a Delaware limited liability company (the “Lampasas Borrower”), DIVERSICARE PINEDALE, LLC, a Delaware limited liability company (the “Newport Borrower”), DIVERSICARE WINDSOR HOUSE, LLC, a Delaware limited liability company (the “Windsor Borrower”), and DIV
PAYMENT AND PERFORMANCE GUARANTY AGREEMENTPayment and Performance Guaranty Agreement • November 8th, 2006 • Advocat Inc • Services-skilled nursing care facilities • Alabama
THIS PAYMENT AND PERFORMANCE GUARANTY AGREEMENT (this “Guaranty”) is made effective as of the 7th day of August, 2006, by ADVOCAT INC., a Delaware corporation (the “Guarantor”), for the benefit of CAPMARK FINANCE INC., a California corporation, formerly known as GMAC Commercial Mortgage Corporation (including its successors, transferees and assigns, “Lender”).
REPLACEMENT INTERCREDITOR AGREEMENT (Accounts Receivable)Intercreditor Agreement • November 8th, 2006 • Advocat Inc • Services-skilled nursing care facilities • Tennessee
THIS INTERCREDITOR AGREEMENT is made as of the 4th day of August, 2006 (the “Effective Date”), by and between AMSOUTH BANK, an Alabama state banking corporation (“AmSouth”), Diversicare Afton Oaks, LLC, a Delaware limited liability company (the “Afton Oaks Borrower”); Diversicare Pinedale, LLC, a Delaware limited liability company (the “Newport Borrower”); Diversicare Windsor House, LLC, a Delaware limited liability company (the “Windsor Borrower”); Diversicare Briarcliff, LLC, a Delaware limited liability company (the “Briarcliff Borrower”); Diversicare Hartford, LLC, a Delaware limited liability company (the “Hartford Borrower”); Diversicare Chisolm, LLC, a Delaware limited liability company (the “Chisolm Borrower”); Diversicare Hillcrest, LLC, a Delaware limited liability company (the “Hillcrest Borrower”); Diversicare Yorktown, LLC, a Delaware limited liability company (the “Yorktown Borrower”); Diversicare Lampasas, LLC: a Delaware limited liability company (the “Lampasas Borrower
LOAN AGREEMENTLoan Agreement • November 8th, 2006 • Advocat Inc • Services-skilled nursing care facilities • Alabama
THIS LOAN AGREEMENT (this “Agreement”) is made effective as of the 7th day of August, 2006, by and between DIVERSICARE AFTON OAKS, LLC, a Delaware limited liability company (the “Afton Oaks Borrower”), DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability company (the “NC I Borrower”), DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited liability company, (the “NC II Borrower”), DIVERSICARE BRIARCLIFF, LLC, a Delaware limited liability company (the “Briarcliff Borrower”), DIVERSICARE CHISOLM, LLC, a Delaware limited liability company (the “Chisolm Borrower”), DIVERSICARE HARTFORD, LLC, a Delaware limited liability company (the “Hartford Borrower”), DIVERSICARE HILLCREST, LLC, a Delaware limited liability company (the “Hillcrest Borrower”), DIVERSICARE LAMPASAS, LLC, a Delaware limited liability company (the “Lampasas Borrower”), DIVERSICARE PINEDALE, LLC, a Delaware limited liability company (the “Newport Borrower”), DIVERSICARE WINDSOR HOUSE, LLC
