LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities • Texas
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”), made as of August 10, 2007, between Diversicare Leasing Corp., a Tennessee corporation, hereinafter referred to as the “Lender”, and Bridge Associates LLC, as trustee for the SMSA Creditors’ Trust, a Texas trust, hereinafter referred to as “Borrower”.
LOAN AND SECURITY AGREEMENT dated as of August 10, 2007 by and among DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, as a Borrower and those certain additional Borrowers set forth on Schedule 1 hereto, and LASALLE BANK NATIONAL...Loan and Security Agreement • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities • Illinois
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of August 10, 2007, is by and among those certain entities set forth on Schedule 1 hereto, which are signatories hereto (such entities individually and collectively, the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”).
GUARANTYGuaranty • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities • Illinois
THIS GUARANTY (“Guaranty”) dated as of August 10, 2007, by ADVOCAT INC., a Delaware corporation (“Guarantor”), is to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”).
TERM LOAN NOTETerm Loan Note • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities
This Term Loan Note shall bear interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until the Stated Maturity Date, or until maturity due to acceleration or otherwise and, after maturity, until paid, at the rates per annum and upon the terms specified in the Loan Agreement. Accrued interest on the Term Loan shall be due and payable and shall be made by the Term Loan Borrower to the Lender in accordance with Section 2.2 of the Loan Agreement. Interest payments on such Term Loan shall be computed using the interest rate then in effect pursuant to the Loan Agreement and based on the outstanding principal balance of the Term Loan.
OPERATIONS TRANSFER AGREEMENTOperations Transfer Agreement • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities • Texas
This OPERATIONS TRANSFER AGREEMENT (“Agreement”), is entered into effective as of July 20, 2007, by and among DIVERSICARE TREEMONT, LLC, a Delaware limited liability company (“Diversicare Treemont”), DIVERSICARE DOCTORS, LLC, a Delaware limited liability company (“Diversicare Doctors”), DIVERSICARE ESTATES, LLC, a Delaware limited liability company (“Diversicare Estates”), DIVERSICARE KATY, LLC, a Delaware limited liability company (“Diversicare Katy”), DIVERSICARE HUMBLE, LLC, a Delaware limited liability company (“Diversicare Humble”), DIVERSICARE NORMANDY TERRACE, LLC, a Delaware limited liability company (“Diversicare Normandy”), and DIVERSICARE BALLINGER, LLC, a Delaware limited liability company (“Diversicare Ballinger”) (each of the forgoing are individually a “New Operator” and collectively the “New Operators”), DIVERSICARE TEXAS I, LLC, a Delaware limited liability company (“Diversicare Texas”) (Diversicare Texas and the New Operators are collectively the “Diversicare Parties”
FIFTH AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED MASTER LEASEMaster Lease • November 6th, 2007 • Advocat Inc • Services-skilled nursing care facilities • Texas
This Fifth Amendment to Consolidated Amended and Restated Master Lease (this “Amendment”) is executed and delivered as of August 10, 2007 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.
