ADCARE HEALTH SYSTEMS, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE APRIL 30, 2015Adcare Health Systems, Inc • March 31st, 2014 • Services-skilled nursing care facilities • Georgia
This 10% SUBORDINATED CONVERTIBLE NOTE (including all 10% Subordinated Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of a series of 10% Subordinated Convertible Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the “Company”), on [*], 2014, pursuant to one or more Subscription Agreements between the Company and the Persons signatory thereto, accepted by the Company on [*], 2014 (collectively, the “Notes”). Certain capitalized terms used herein are defined in Section 24.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2014, is entered into by and among AdCare Health Systems, Inc., a Georgia corporation with headquarters located at 1145 Hembree Road, Roswell, Georgia 30076 (the “Company”), and the individuals and entities listed on Schedule A attached hereto (the “Schedule of Purchasers”) under the heading “Purchasers” (collectively, the “Purchasers” and each, a “Purchaser”) who became parties to this Agreement by executing and delivering a signature page in the form of Exhibit A attached hereto.
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
THIS FOURTH MODIFICATION AGREEMENT dated as of November 26, 2013 (this “Agreement”), is entered into by and among ADK THOMASVILLE OPERATOR, LLC (“Borrower 1”), ADK LUMBER CITY OPERATOR, LLC (“Borrower 2”), ADK LAGRANGE OPERATOR, LLC (“Borrower 4”), ADK POWDER SPRINGS OPERATOR, LLC (“Borrower 5”), ADK THUNDERBOLT OPERATOR, LLC (“Borrower 7”), ATTALLA NURSING ADK, LLC (“Borrower 9”), MOUNTAIN TRACE NURSING ADK, LLC, an Ohio limited liability company (“Borrower 10”), MT. KENN NURSING, LLC (“Borrower 11”), ERIN NURSING, LLC (“Borrower 12”), CP NURSING, LLC (“Borrower 13”), BENTON NURSING, LLC (“Borrower 14”), VALLEY RIVER NURSING, LLC (“Borrower 15”), PARK HERITAGE NURSING, LLC (“Borrower 16”), HOMESTEAD NURSING, LLC (“Borrower 17”), WOODLAND MANOR NURSING, LLC (“Borrower 18”), MOUNTAIN VIEW NURSING, LLC (“Borrower 19”), LITTLE ROCK HC&R NURSING, LLC (“Borrower 21”), GLENVUE H&R NURSING, LLC (“Borrower 24”) and COOSA NURSING ADK, LLC (“Borrower 25”), each a Georgia limited liability compan
FOURTH AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTYSecured Loan Agreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
This FOURTH AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTY (this “Amendment”), made as of the 28th day of March, 2014, by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, APH&R PROPERTY HOLDINGS, LLC, WOODLAND HILLS HC NURSING, LLC, NORTHRIDGE HC&R NURSING, LLC, and APH&R NURSING, LLC, each a Georgia limited liability company (each a “Borrower,” and together, “Borrowers”), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation and formerly an Ohio corporation (“Parent”), ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company, and ADCARE OPERATIONS, LLC, a Georgia limited liability company (each a “Guarantor”, and together, “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
AGREEMENTAgreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This AGREEMENT (this "Agreement") is entered into as of the 28th day of February, 2014 (the "Execution Date") by and among the entities listed on Exhibit ''A" attached hereto (hereinafter such entities are collectively referred to as the "Brogdon Entities"), GL NURSING, LLC, a Georgia limited liability company, CHRISTOPHER F. BROGDON, in his individual capacity ("Brogdon"), MARSH POINTE MANAGEMENT, LLC, a Georgia limited liability company ("Marsh Pointe"), ADCARE OKLAHOMA MANAGEMENT, LLC, a Georgia limited liability company (''ADK Oklahoma"), ADCARE ADMINISTRATIVE SERVICES, LLC, a Georgia limited liability company (''ADK Admin"), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (''ADK"), and HEARTH & HOME OF OHIO, INC., an Ohio corporation ("Hearth & Home") (hereinafter ADK Oklahoma, ADK Admin, ADK and Hearth & Home are sometimes collectively referred to as the ''ADK Entities").
NOTE, MORTGAGE AND LOAN AGREEMENT MODIFICATION AGREEMENTMortgage and Loan Agreement Modification Agreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS NOTE, MORTGAGE AND LOAN AGREEMENT MODIFICATION AGREEMENT (“Modification”) is made and entered into effective as of the 30th day of December, 2013, by and among SUMTER VALLEY PROPERTY HOLDINGS, LLC and GEORGETOWN HC&R PROPERTY HOLDINGS, LLC (hereinafter collectively referred to as the “Borrowers”) and METRO CITY BANK (hereinafter referred to as “Lender”).
AGREEMENT REGARDING EXIT FEESAgreement Regarding Exit Fees • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS AGREEMENT REGARDING EXIT FEES (this “Agreement”), made as of the 28th day of March, 2014 by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, APH&R PROPERTY HOLDINGS, LLC, WOODLAND HILLS HC NURSING, LLC, NORTHRIDGE HC&R NURSING, LLC, and APH&R NURSING, LLC, each a Georgia limited liability company (each a “Borrower,” and together, “Borrowers”), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation and formerly an Ohio corporation (“Parent”), ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company (“APH”), and ADCARE OPERATIONS, LLC, a Georgia limited liability company (“AdCare OpCo”; together with APH and Parent, “Guarantors,” and each a “Guarantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS FOURTH MODIFICATION AGREEMENT dated as of November 8, 2013 (this “Agreement”), is entered into by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (the “Borrower”), ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (“AdCare”), LITTLE ROCK HC&R NURSING, LLC, a Georgia limited liability company (the “Operator”) (AdCare and the Operator being sometimes referred to herein collectively as the “Guarantors”) (Borrower and the Guarantors being sometimes referred to herein collectively as the “Borrower/Guarantor Parties”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (“Lender”).
