SUBLEASE AGREEMENTSublease Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS SUBLEASE AGREEMENT (this “Lease”) is entered into as of the 17th day of July, 2015 (the “Execution Date”) by and among VALLEY RIVER PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), VALLEY RIVER NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF FORT SMITH, 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”.
ContractModification Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
ADCARE HEALTH SYSTEMS, INC. 10% CONVERTIBLE SUBORDINATED NOTE DUE APRIL 30, 2017Convertible Note Agreement • August 13th, 2015 • Adcare Health Systems, Inc • 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.
AdCare Health Systems, Inc. Two Buckhead PlazaFacility Sublease Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This letter will confirm our agreement with respect to the equitable adjustments contemplated in the nine sublease agreements for Arkansas facilities (collectively, the “Leases”) leased by subsidiaries of AdCare Health Systems, Inc. (collectively, “ADK”) to affiliates of Highlands Arkansas Holdings, LLC (collectively, “Highlands Arkansas”), relating to a one-time equitable adjustment to Base Rent relating to projected professional liability and general liability insurance costs and projected costs.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This FIRST AMENDMENT TO PROMISSORY NOTE (this “First Amendment”) dated August 12, 2015, is by and among CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company, and CSCC NURSING, LLC, a Georgia limited liability company (collectively “Maker”), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation and ADCARE OKLAHOMA MANAGEMENT, LLC, a Georgia limited liability company (collectively, the “Guarantors”) and CONTEMPORARY HEALTHCARE SENIOR LIEN FUND I, L.P., a Delaware limited partnership (the “Holder”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS PURCHASE AND SALE AGREEMENT is made and entered into as of May 15th, 2015 (the “Effective Date”) by and between BENTON PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Seller”) and Bozeman Development, LLC, a Texas Limited Liability Company or its designee (“Purchaser”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Alabama
THIS ASSET PURCHASE AGREEMENT is entered into as of June11, 2015, by and between RIVERCHASE VILLAGE ADK, LLC, a Georgia limited liability company (“Seller”), and OMEGA COMMUNITIES, LLC, a Florida limited liability company (“Purchaser”).
PROMISSORY NOTEPromissory Note • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, PWW HEALTHCARE, LLC, PV SNF LLC, HC SNF, LLC, CC SNF, LLC, EW SNF LLC AND EW ALF, LLC, each a Florida limited liability company (hereinafter collectively referred to as “Maker”), jointly and severally, promise to pay to the order of ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (hereinafter, together with any other holder hereof, referred to as “Holder”), or to such other party or parties as Holder from may from time to time designate in writing, the principal sum of SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00), together with simple interest accruing on the unpaid balance of this Note at a rate equal to twelve and one-half percent (12.5%) per annum (the “Interest Rate”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) is made effective the 6th day of August, 2015 (the “Effective Date”), notwithstanding the actual date of execution, by and between RIVERCHASE VILLAGE ADK, LLC, a Georgia limited liability company (“Seller”) and OMEGA COMMUNITIES, LLC, a Florida limited liability company (“Purchaser”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of May, 2015 (the “Effective Date”) by and between CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Seller”) and GRACEWOOD MANOR, LLC, an Oklahoma limited liability company (“Purchaser”).
SUBLEASE AGREEMENTSublease Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the 20th day of July, 2015 (the “Execution Date”) by and among ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“Sublessor”), 2801 FELTON AVENUE, L.P., a Georgia limited partnership (“Bonterra Sublessee”), for the improved real property described on Exhibit “A-1” ( the “Bonterra Leased Property”), and 460 AUBURN AVENUE, L.P., a Georgia limited partnership (“Parkview Sublessee”; collectively with Bonterra Sublessee, the “Sublessees” and, individually, a “Sublessee”), for the improved real property described on Exhibit “A-2” ( the “Parkview Leased Property”; collectively with the Bonterra Leased Property, the “Leased Properties” and, individually, a “Leased Property”), on which Leased Properties are located the skilled nursing facilities more particularly identified on Exhibits “A-1” and “A-2” (collectively, the “Facilities”).
