This Document Prepared by and after Recording Return to: Alvin L. Kruse Amy L. Kurland Seyfarth Shaw LLPMortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Arkansas
PROMISSORY NOTEPromissory Note • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
ContractAbsolute Assignment of Rents and Leases • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Arkansas
14307580.3 (A.4)Guaranty of Payment and Performance • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
SECURITY AGREEMENTSecurity Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS SECURITY AGREEMENT (the “Agreement”) made as of the 1st day of January, 2012 by and between HEARTH & HOME OF VANDALIA, INC. an Ohio corporation, with offices at 5057 Troy Road, Springfield, Ohio, 45502 (referred to in this Agreement as the “Debtor”), and RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an office and place of business at Two Miranova Place, 12th Floor, Columbus, Ohio 43215 (referred to in this Agreement as the “Secured Party”).
LAND USE RESTRICTION AGREEMENT by and between BOKF, NA DBA BANK OF OKLAHOMA the Trustee, and EAGLEWOOD PROPERTY HOLDINGS, LLC the Borrower Pertaining to $6,610,000 The City of Springfield, Ohio First Mortgage Revenue Bonds Tax Exempt Series 2012A...Land Use Restriction Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS LAND USE RESTRICTION AGREEMENT (this “Restriction Agreement”) is dated as of April 12, 2012, by and between BOKF, NA DBA BANK OF OKLAHOMA, Tulsa, Oklahoma (the “Trustee”) and EAGLEWOOD PROPERTY HOLDINGS, LLC, a Georgia limited liability company (together with its successors and assigns permitted hereunder, the “Borrower”).
LOAN AGREEMENT Dated as of March 30, 2012 by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company, WOODLAND HILLS HC PROPERTY HOLDINGS, LLC,...Loan Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
THIS LOAN AGREEMENT dated as of March 30, 2012 (this “Agreement”), is executed by and between by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 1”), NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 2”), and WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower 3”) (collectively, “Borrowers”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (“Lender”).
NOTE PURCHASE AGREEMENT March 29, 2012Note Purchase Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New Jersey
LOAN AGREEMENT Between THE CITY OF SPRINGFIELD, OHIO and EAGLEWOOD PROPERTY HOLDINGS, LLC Relating to: The City of Springfield, Ohio $7,230,000 First Mortgage Revenue Bonds, Series 2012 (Eaglewood Property Holdings, LLC Project) Consisting of:Loan Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS LOAN AGREEMENT made and entered into as of April 12, 2012, between The City of Springfield, Ohio, a municipal corporation and political subdivision, duly created and existing under THE Springfield City Charter and the Constitution and statues of the State of Ohio (the “Issuer”), and Eaglewood Property Holdings, LLC, a Georgia limited liability company (the “Borrower”), under the following circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined or provided in Article I hereof):
LESSEE SECURITY AGREEMENTLessee Security Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS LESSEE SECURITY AGREEMENT is made, entered into and dated as of January 1, 2012, by and among ADCARE HEALTH SYSTEMS, INC., an Ohio corporation, having an address at 5057 Troy Road, Springfield, Ohio 45502 (hereinafter referred to as the “Grantor”), HEARTH & HOME OF VANDALIA, INC., an Ohio corporation, having an address at 8160 Corporate Park Drive, Suite 220, Cincinnati, Ohio 45242 (as hereinafter referred to as “Borrower” or “Landlord” or “Owner”), and RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an address and place of business at Two Miranova Place, 12th Floor, Columbus, Ohio 43215 (hereinafter referred to as “Secured Party”). Secured Party and The Secretary of Housing and Urban Development (hereinafter referred to as the “Secretary”), and their respective heirs and assigns, as their interests may appear, are hereinafter collectively referred to as the “Secured Party”.
OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT from EAGLEWOOD PROPERTY HOLDINGS, LLC BOKF, NA DBA BANK OF OKLAHOMA,as Trustee Relating to: $7,230,000THE CITY OFSPRINGFIELD, OHIO FIRST MORTGAGE REVENUE BONDS SERIES 2012...Open-End Mortgage, Assignment of Leases and Rents and Security Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Ohio
This OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (the “Mortgage”), dated as of the twelfth day of April, 2012, is fromEaglewood Property Holdings, LLC, a Georgia limited liability company (the “Grantor”), whose address is3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305, Atlanta, Georgia 30305, to BOKF, NA dba Bank of Oklahoma, a national banking association duly organized and existing under the laws of the United States of America and authorized to accept and execute trusts of the type contemplated by the Indenture (as herein defined), with corporate trust offices in Tulsa, Oklahoma, not in its individual capacity but as trustee under the Indenture (together with any successor trustee or co-trustee serving as such under the Indenture, the “Grantee”) whose address is 1Williams Center, Tulsa, Oklahoma 74192, Attention: Corporate Trust Department.
GUARANTY AGREEMENTGuaranty Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Ohio
THIS GUARANTY AGREEMENT (this “Agreement”), dated as of April 12, 2012, is made and entered into by AdCare Health Systems, Inc., an Ohio corporation and a corporate affiliate of Eaglewood Property Holdings, LLC, the address of which is Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 (hereinafter called “Guarantor”), to and for the benefit of BOKF, NA DBA BANK OF OKLAHOMA, as trustee under a Trust Indenture, dated as of April 12, 2012 (the “Indenture”), the address of which is One Williams Center, Tulsa Oklahoma 74192 (together with its successors and assigns, the “Trustee”), between the Trustee and the Issuer, The City of Springfield, Ohio (the “Issuer”);
ASSIGNMENT OF PURCHASE AND SALE AGREEMENTAssignment of Purchase and Sale Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company (“Assignor”) hereby transfers and assigns unto GL NURSING, LLC, a Georgia limited liability company (“Assignee”), all of Assignor’s right, title and interest in and to that certain Purchase and Sale Agreement effective as of January 17, 2012 (the “Agreement”), relating to that certain skilled nursing facility commonly known as Golden Years Manor and located at 1010 Barnes Street, Lonoke, Arkansas 72086 (the “Facility”). Assignee hereby assumes all obligations of Assignor under the Agreement.
