GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New Jersey
THIS GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) made as of August 17, 2012, by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Guarantor”) in favor of CONTEMPORARY HEALTHCARE FUND I, L.P., a Delaware limited partnership (the “Lender”).
LOAN AGREEMENTLoan Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New Jersey
THIS LOAN AGREEMENT (this “Agreement”) is made as of August 17, 2012, by and among CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Owner”) and CSCC NURSING, LLC, a Georgia limited liability company (“Operator”) and together with the Owner and with their respective successors and assigns, being collectively referred to herein as, the “Borrowers,” and each, a “Borrower”), and CONTEMPORARY HEALTHCARE FUND I, L.P., a Delaware limited partnership (together with its successors and assigns, the “Lender”).
SECURITY AGREEMENTSecurity Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New Jersey
THIS SECURITY AGREEMENT (this “Agreement”) is made August 17, 2012, by and among CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company, and CSCC NURSING, LLC, a Georgia limited liability company (with their respective successors and assigns, being collectively referred to as “Borrowers”) and CONTEMPORARY HEALTHCARE FUND I, L.P., a Delaware limited partnership (with its successors and assigns, “Secured Party”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This First Amendment to Purchase and Sale Agreement (this “Assignment and Amendment”) is made and entered into as of October 31, 2012 (the “Effective Date”) by and between WINYAH NURSING HOME, LLC (“Seller”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This ASSIGNMENT OF LEASE AND RENTS (this” Assignment”), made as of August 17, 2012, by and between CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company, whose address is Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 and whose organization number is GA 12034119, and CSCC NURSING, LLC, a Georgia limited liability company, whose address is Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 and whose organization number is GA 12034132 (each a “Lessor” and, collectively the “Lessors”) and CONTEMPORARY HEALTHCARE SENIOR LIEN FUND I, L.P., a Delaware limited partnership (“Lender”).
ContractModification Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
ASSIGNMENT OF PURCHASE AND SALE AGREEMENTAssignment of Purchase and Sale Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Assignor”) hereby transfers and assigns unto WP OKLAHOMA 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 May 5, 2011, as the same has been amended and assigned through the date hereof (the “Agreement”), relating to the Facility (as defined in the Agreement) commonly known as “Whispering Pines Nursing Center” and located at 501 East Robinson, Norman, Oklahoma. Assignee hereby assumes all obligations of Assignor under the Agreement with respect to such Facility.
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
THIS GUARANTY OF PAYMENT AND PERFORMANCE dated as of September 20, 2012 (this “Guaranty”), is executed by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Guarantor”), to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (the “Lender”).
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This Amendment to Purchase Agreement (the “Amendment”) is made as of the 19th day of July 2012, by and between 1761 Pinewood Holdings, LLC, a Delaware limited liability company (“Seller”), and AdCare Property Holdings, LLC, an Ohio limited liability company (“Purchaser”). Seller and Purchaser are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
PAYOFF CONFIRMATION LETTER September 20, 2012Payoff Confirmation Letter • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
Reference is made to (i) that certain Credit Agreement dated October 29, 2010 (as at any time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Gemino Healthcare Finance, LLC (together with its successors and assigns, “Lender”), ADK Georgia, LLC, ADK Powder Springs Operator, LLC, ADK Lumber City Operator, LLC, ADK Jeffersonville Operator, LLC, ADK LaGrange Operator, LLC, ADK Thomasville Operator, LLC, ADK Oceanside Operator, LLC, ADK Savannah Beach Operator, LLC, ADK Thunderbolt Operator, LLC, Attalla Nursing ADK, LLC, Mountain Trace Nursing ADK, LLC, Mt. Kenn Nursing, LLC, Erin Nursing, LLC and CP Nursing, LLC (collectively, “Borrowers” and each individually, a “Borrower”); (ii) that certain Guaranty Agreement dated October 29, 2010, by AdCare Health Systems, Inc. (“AdCare Heath Systems”) in favor of Lender with respect to the indebtedness and obligations owing by Borrowers to Lender (as at any time amended, restated, supplemented or otherwise
TEMPORARY EXTENSION AGREEMENTTemporary Extension Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS EXTENSION OF THE PROMISSORY NOTE is made and entered into this 29th day of August, 2012, by and between APH & R PROPERTY HOLDINGS, LLC. (hereinafter referred to as “Borrower”) and METRO CITY BANK, (hereinafter referred to as “Lender”).
THIRD AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This Third Amendment to Purchase Agreement (the “Amendment”) is made as of the 27th day of September 2012, by and between 1761 Pinewood Holdings LLC, a Delaware limited liability company (“Seller”), and AdCare Property Holdings, LLC, an Ohio limited liability company (“Purchaser”). Seller and Purchaser are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This Second Amendment to Purchase Agreement (the “Amendment”) is made as of the 31st day of August 2012, by and between 1761 Pinewood Holdings LLC, a Delaware limited liability company (“Seller”), and AdCare Property Holdings, LLC, an Ohio limited liability company (“Purchaser”). Seller and Purchaser are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
ASSIGNMENT OF PURCHASE AND SALE AGREEMENTAssignment of Purchase and Sale Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Assignor”) hereby transfers and assigns unto EDWARDS REDEEMER PROPERTY HOLDINGS, LLC and ER NURSING, LLC, each a Georgia limited liability company (collectively “Assignee”), all of Assignor’s right, title and interest in and to that certain Purchase and Sale Agreement effective as of May 5, 2011, as the same has been amended and assigned through the date hereof (the “Agreement”), relating to the Facility (as defined in the Agreement) commonly known as “Edwards Redeemer Nursing Center” and located at 1530 Northeast Grand Blvd., Oklahoma City, Oklahoma. Assignee hereby assumes all obligations of Assignor under the Agreement with respect to such Facility. Assignor and Assignee acknowledge that the Purchase Price for the Facility shall be $2,100,000.00.
AGREEMENT OF SALE By and among ADCARE HEALTH SYSTEMS, INC., an Ohio corporation and its subsidiaries identified on the signature page hereto (collectively, “Seller”) and CHP ACQUISITION COMPANY LLC an Ohio limited liability company (“Buyer”) Dated as...Agreement of Sale • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS AGREEMENT OF SALE (this “Agreement”), is made this 11TH day of October, 2012, by and among ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (“ADK”) and its subsidiaries identified on the signature page hereto (hereinafter, ADK and such subsidiaries are collectively referred to as “Seller”), and CHP ACQUISITION COMPANY LLC, an Ohio limited liability company (or its nominee, designee or assignee), (hereinafter, “Buyer”).
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
MORTGAGOR: CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company, having an address of Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Pennsylvania
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into this 20th day of September, 2012, by and between ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (hereinafter referred to as “Borrower”), with its chief executive office at Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305, 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.
PROMISSORY NOTEPromissory Note • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
LOAN AND SECURITY AGREEMENT Dated as of September 20, 2012 by and amongLoan and Security Agreement • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
In consideration of the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
