SUBLEASE AGREEMENTSublease Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the 1st day of May, 2015 (the “Execution Date”) by and between QC NURSING, LLC, a Georgia limited liability company (“Sublessor”) and SOUTHWEST LTC-QUAIL CREEK, LLC, a Texas limited liability company (“Sublessee”), for the improved real property described on Exhibit “A-1” (the “Premises”), on which Premises is located that certain 118-bed skilled nursing facility located at 13500 Brandon Place, Oklahoma City, Oklahoma 73142, 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”.
ADCARE HEALTH SYSTEMS, INC. 10% CONVERTIBLE SUBORDINATED NOTE DUE APRIL 30, 2017Adcare Health Systems, Inc • May 14th, 2015 • Services-skilled nursing care facilities • Georgia
This 10% CONVERTIBLE SUBORDINATED NOTE (including all 10% Convertible Subordinated Notes issued in transfer or replacement hereof, this “Note”) is one of a series of 10% Convertible Subordinated Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the “Company”), as contemplated by the Company’s Confidential Offering Memorandum dated March 24, 2015, and pursuant to Subscription Agreements relating thereto between the Company and the Persons signatory thereto (collectively, the “Notes”). Certain capitalized terms used herein are defined in Section 24.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2015, is entered into by and among AdCare Health Systems, Inc., a Georgia corporation (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.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 25th day of March, 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 6t t, 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 HEALTH CARE FINANCE, LLC, a Delaware limited liability company (hereinafter referred to as "Lender") with an office at One International Plaza, Suite 220, Philadelphia , Pennsylvania 19113.
FIFTH MODIFICATION AGREEMENTFifth Modification Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS FIFTH MODIFICATION AGREEMENT dated as of May 1, 2015 (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., a Georgia 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”) (the 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”).
MODIFICATION AGREEMENTModification Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS MODIFICATION AGREEMENT dated as of May 1, 2015 (this “Agreement”), is entered into by and among BENTON PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 1”), PARK HERITAGE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 2”), and VALLEY RIVER PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 3”) (collectively, the “Borrowers”), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (“AdCare”), BENTON NURSING, LLC, PARK HERITAGE NURSING, LLC, and VALLEY RIVER NURSING, LLC, each a Georgia limited liability company (the “Operators”) (AdCare and the Operators being sometimes referred to herein collectively as the “Guarantors”) (the 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”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 25th day of March, 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.
NINTH MODIFICATION AGREEMENTNinth Modification Agreement • May 14th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
THIS NINTH MODIFICATION AGREEMENT dated as of May 1, 2015 (this “Agreement”), is entered into by and among 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”), 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”), MOUNTAIN VIEW NURSING, LLC (“Borrower 19”), LITTLE ROCK HC&R NURSING, LLC (“Borrower 21”), COOSA NURSING ADK, LLC (“Borrower 25”), and QC NURSING, LLC (“Borrower 26”), each a Georgia limited liability company except as hereinabove set forth (the “Borrowers”), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (the “Guarantor”) (the Borrowers and the
