SUBLEASE AGREEMENTSublease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS SUBLEASE AGREEMENT (this “Lease”) is entered into as of the 16th day of January, 2015 (the “Execution Date”) by and among MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), MOUNTAIN TOP ALF, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF MOUNTAIN VIEW RCF, LLC, a Delaware limited liability company (“Tenant”), for the improved real property described on Exhibit “A-1” (the “Facility”), and the “Landlord Personal Property” associated therewith described on Exhibit “A-2” (the Landlord Personal Property together with the Facility, being collectively the “Premises”), which are used as a licensed healthcare facility of the type described on Schedule 1 (the “Business”). Certain capitalized terms used in this Lease are defined on Exhibit “B”.
ContractSublease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this "Sublease") is entered into as of the 18th day of February, 2015 (the "Execution Date") by and between CP NURSING, LLC, a Georgia limited liability company ("Sublessor'') and C.R. OF COLLEGE PARK, LLC, a Georgia limited liability company ("Sublessee"), for the improved real property described on Exhibit "A-1" (the "Premises"), on which Premises is located that certain 100-bed skilled nursing facility located at 1765 Temple Avenue, College Park, Georgia 30337, including the "Sublessor Personal Property" associated therewith described on Exhibit "A-2" (the Sublessor Personal Property together with the Premises, being collectively the "Facility"). Certain capitalized terms used in this Sublease are defined on Exhibit "B".
ContractAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities • Arkansas
PROMISSORY NOTEAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities • Illinois
LEASE AGREEMENTLease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • South Carolina
THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 27th day of February, 2015 (the “Execution Date”) by and between SUMTER VALLEY PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Lessor”) and BLUE RIDGE OF SUMTER LLC, a South Carolina limited liability company (“Lessee”), for the improved real property described on Exhibit “A-1” and any and all improvements now or hereinafter located on such real property, together with all parking and loading areas, all easements, rights of way, and other rights appurtenant thereto (collectively, the “Premises”), on which Premises is located that certain 96 bed skilled nursing facility located at 1761 Pinewood Road, Sumter, South Carolina 29154 commonly known as “Sumter Valley Nursing and Rehab” (the “Facility”) including the “Lessor Personal Property” associated therewith described on Exhibit “A-2”. Certain capitalized terms used in this Lease are defined on Exhibit “B”.
ContractLease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS LEASE AGREEMENT (this "Lease") is entered into as of the 22nd day of September, 2014 (the "Execution Date") by and between COOSA NURSING ADK, LLC, a Georgia limited liability company ("Landlord'') and C.R. OF COOSA VALLEY, LLC, a Georgia limited liability company ("Tenant'), for the improved real property described on Exhibit "A-1" (the "Premises"), on which Premises is located that certain 124-bed senior living facility located at 513 Pine View Avenue, Glencoe, Alabama 35905, including the "Landlord Personal Property" associated therewith described on Exhibit "A-2" (the Landlord Personal Property together with the Premises, being collectively the "Facility"). Certain capitalized terms used in this Lease are defined on Exhibit "B".
18968925.2 (A.4)Payment and Performance • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
SUBLEASE AGREEMENTSublease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of January 31, 2015 by and between ADK GEORGIA, LLC, a Georgia limited liability company ("Sublessor") and 3223 FALLIGANT AVENUE ASSOCIATES, L.P., a Georgia limited partnership ("Sublessee").
ContractAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities • Arkansas
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is made and entered into as of the 20th day of March, 2015, by and between GEORGETOWN HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Lessor”) and BLUE RIDGE IN GEORGETOWN, LLC, a South Carolina limited liability company (“Tenant”).
SETTLEMENT AND INDEMNIFICATION AGREEMENTSettlement and Indemnification Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This Settlement and Indemnification Agreement (this "Agreement"), is made and entered into as of March 26, 2015, and is entered into by and between Adcare Health Systems, Inc and its wholly owned subsidiaries and affiliates (collectively, "Adcare") and Chris Brogdon ("Brogdon") and any affiliates or entities in which Chris Brogdon has an ownership interest including but not limited to the entities identified on the signature page hereof (such affiliates or entities are hereinafter collectively referred to as the "Brogdon Entities").
18846491.3 (A.4)Payment And • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
MODIFICATION OF MORTGAGE NOTEModification of Mortgage Note • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS MODIFICATION OF MORTGAGE NOTE (this "Modification of Note") is made as of October 1, 2014, by and between HEARTH & CARE OF GREENFIELD, LLC, an Ohio limited liability company (hereinafter called "Maker"), and RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, successor by merger to Red Mortgage Capital, Inc., an Ohio corporation (hereinafter called "Holder"), and approved by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT ("HUD"). This Modification of Note is attached to and incorporated in that certain mortgage note (the "Note") dated as of July 29, 2008, executed and delivered by Maker to Holder in connection with the project known as Hearth & Care of Greenfield, FHA Project No. 046-22026.
AMENDMENT TO SECOND AMENDED AND RESTATED NOTEAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities
Georgia corporation (“AdCare”). Any capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note (as defined below).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 30th day of January, 2015, by and among NW 61ST NURSING, LLC, a Georgia limited liability company ("NW 61st"), GEORGETOWN HC&R NURSING, LLC, a Georgia limited liability company ("Georgetown"), SUMTER N&R, LLC, a Georgia limited liability company ("Sumter"; NW 61st, Georgetown and Sumter are hereinafter referred to collectively as "Borrowers" and each individually as a "Borrower"), each with its chief executive office at 1145 Hembree Road, Roswell, Georgia 30076, and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (hereinafter referred to as "Lender") with an office at One International Plaza, Suite 220, Philadelphia, Pennsylvania 19113.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Oklahoma
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Oklahoma
This Settlement Agreement and Release (this "Agreement") is made, entered into and effective as of the 30th day of March, 2015 (the "Effective Date"), by and among Troy Clanton (“Clanton”), Rose Rabon (“Rabon”) and South Star Services, Inc. (“SSSI”, which together with Clanton and Rabon are referred to collectively as the “Plaintiffs”), and Chris Brogdon (“Brogdon”), Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, and Oak Lake, LLC (collectively, the “Brogdon Parties”), and Adcare Oklahoma Management, LLC, Adcare Health Systems, Inc., Adcare Property Holdings, LLC, and Boyd Gentry (collectively the “Adcare Parties”, which together with the Brogdon Parties are referred to collectively as the “Defendants”). Clanton, Rabon, SSSI, Brogdon, Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, Oak Lake, LLC, Adcare Oklahoma Management, LLC, Adcare Health Systems, Inc., Adcare Property Holdings, LLC, and Boyd Gentry are sometimes refe
AMENDMENT TO PROMISSORY NOTEPromissory Note • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of the 25th day of March, 2015 by and between RIVERCHASE VILLAGE ADK, LLC, a Georgia limited liability company (“Riverchase”) and ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (“AdCare”). Any capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note (as defined below).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 30th day of January, 2015, by and between ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (hereinafter referred to as "Borrower"), with its chief executive office at 1145 Hembree Road, Roswell, Georgia 30076, and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (hereinafter referred to as "Lender") with an office at One International Plaza, Suite 220, Philadelphia, Pennsylvania 19113.
MODIFICATION AGREEMENTModification Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of October 1, 2014, by and among THE PAVILION CARE CENTER, LLC, an Ohio limited liability company (hereinafter called "Borrower"); RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, successor by merger to Red Mortgage Capital, Inc., an Ohio corporation (hereinafter called "Lender"); and the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner (hereinafter called the "Secretary").
MODIFICATION OF MORTGAGE NOTEAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities
THIS MODIFICATION OF MORTGAGE NOTE (this "Modification of Note") is made as of October 1, 2014, by and between THE PAVILION CARE CENTER, LLC, an Ohio limited liability company (hereinafter called "Maker"), and RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, successor by merger to Red Mortgage Capital, Inc., an Ohio corporation (hereinafter called "Holder"), and approved by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT ("HUD"). This Modification of Note is attached to and incorporated in that certain mortgage note (the "Note") dated as of November 27, 2007, executed and delivered by Maker to Holder in connection with the project known as The Pavilion, FHA Project No. 043-22028.
SUBLEASE AGREEMENTSublease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of July 1, 2014 by and between ADK GEORGIA, LLC, a Georgia limited liability company ("Sublessor") and C.R. OF THOMASVILLE, LLC, a Georgia limited liability company ("Sublessee").
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is made and entered into as of the 20th day of March, 2015, by and between MOUNTAIN TRACE NURSING ADK, LLC, an Ohio limited liability company (“Lessor”) and BLUE RIDGE ON THE MOUNTAIN, LLC, a North Carolina limited liability company (“Lessee”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
(this "Amendment") is made and entered into as of the 25th day of March, 2015, by and among ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (the "Company"), and WILLIAM MCBRIDE, III ("Executive").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 25th day of March, 2015, by and between ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (the “Company”), and ALLAN J. RIMLAND (“Executive”).
MODIFICATION AGREEMENTModification Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of October 1, 2014, by and among HEARTH & CARE OF GREENFIELD, LLC, an Ohio limited liability company (hereinafter called "Borrower"); RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, successor by merger to Red Mortgage Capital, Inc., an Ohio corporation (hereinafter called "Lender"); and the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner (hereinafter called the "Secretary").
THIRD AMENDMENTThird Amendment • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS THIRD AMENDMENT (this “Amendment”) is made and entered into as of the 25th day of March, 2015 (the “Effective Date”) by and among the entities listed on the signature page hereto as the “Brogdon Entities”, CHRISTOPHER F. BROGDON, in his individual capacity (“Brogdon”), 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”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This Settlement Agreement and Release (this "Agreement") is made, entered into and effective as of the 30th day of March, 2015 (the "Effective Date"), by and among Starr Indemnity & Liability Company (“Starr”), Columbia Casualty Company (“Columbia”), Chris Brogdon (“Brogdon”), Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, and Oak Lake, LLC (collectively, the “Brogdon Parties”), and AdCare Oklahoma Management, LLC, AdCare Health Systems, Inc., AdCare Property Holdings, LLC, and Boyd Gentry (collectively the “AdCare Parties”, which together with the Brogdon Parties are referred to collectively as the “Defendants”). Starr, Columbia, Brogdon, Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, Oak Lake, LLC, AdCare Oklahoma Management, LLC, AdCare Health Systems, Inc., AdCare Property Holdings, LLC, and Boyd Gentry are sometimes referred to herein individually as a "Party" and referred to collectively herein as the "Parties".
