MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (ARKANSAS) MADE BY MOUNTAIN TOP PROPERTY HOLDINGS, LLC as Mortgagor to and for the benefit of KEYBANK NATIONAL ASSOCIATION as Lender Dated as of: May 31, 2013 PREPARED BY AND UPON...Mortgage, Assignment of Rents, Security Agreement and Fixture Filing • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING dated as of May 31, 2013 (this “Mortgage”), is executed by MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, having an address at 1145 Hembree Road, Roswell, GA 30076 (the “Mortgagor”) to and for the benefit of KEYBANK NATIONAL ASSOCIATION, its successors and assigns (“Lender”) whose address is 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144.
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLYAbsolute Assignment of Leases and Rents • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
CREDIT AGREEMENT among NW 61ST NURSING, LLC and such other Persons joined hereto as Borrowers from time to time, as Borrowers, with GEMINO HEALTHCARE FINANCE, LLC, as LenderCredit Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS CREDIT AGREEMENT (“Agreement”) is dated this 30th day of May, 2013, by and among NW 61ST NURSING, LLC, a Georgia limited liability company, and such other Persons joined hereto as a Borrower from time to time (collectively, “Borrowers” and each individually a “Borrower”) and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company, as lender (“Lender”).
SUBLEASE AGREEMENTSublease Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of 11:59 p.m. on June 30, 2013 by and between ADK GEORGIA, LLC, a Georgia limited liability company (“Lessee”) and TYBEE NH, LLC, a Georgia limited liability company (“Tybee NH”).
GUARANTY AGREEMENTGuaranty Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
This GUARANTY AGREEMENT (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Guaranty”) is made as of May 30, 2013 by NW 61ST NURSING, a Georgia limited liability company (“Guarantor”), in favor of GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).
FIRST AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTYSecured Loan Agreement and Payment Guaranty • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
This FIRST AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTY (this “Amendment”), made this 31st day of May, 2013, by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, APH&R PROPERTY HOLDINGS, LLC, WOODLAND HILLS HC NURSING, LLC, NORTHRIDGE HC&R NURSING, LLC, and APH&R NURSING, LLC, each a Georgia limited liability company (each a “Borrower,” and together, the “Borrowers”), ADCARE HEALTH SYSTEMS, INC., an Ohio corporation, ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company, and ADCARE OPERATIONS, LLC, a Georgia limited liability company (each a “Guarantor”, and together, the “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
REVOLVING NOTERevolving Note • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Note is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into this 30th day of May, 2013, 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.
ASSIGNMENT AND ASSUMPTION OF LEASES, RENTS, AND SECURITY DEPOSITSAssignment and Assumption of Leases • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS ASSIGNMENT AND ASSUMPTION OF LEASES, RENTS, AND SECURITY DEPOSITS AGREEMENT dated the 28th day of February, 2013, (the “Agreement”) is made and entered into by and between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation and NEW LINCOLN LTD., an Ohio limited partnership, collectively, as Seller (“Assignor”), and LINCOLN LODGE RETIREMENT RESIDENCE LLC, an Ohio limited liability company an Ohio nonprofit corporation as Buyer (“Assignee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of 12:01 a.m. on May 6, 2013 by and between HEARTH & HOME OF VANDALIA, INC., an Ohio corporation (“Assignor”), and H & H OF VANDALIA LLC, an Ohio limited liability company (“Assignee”).
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS AMENDMENT TO SECURED PROMISSORY NOTE (this “Amendment”) is made and entered into as of the 28 day of February, 2013 by and between CHP Acquisition Company, LLC an Ohio limited liability company (“Borrower”) and AdCare Health Systems, Inc., an Ohio corporation (“Lender”). Any capitalized items not other defined herein shall have the meaning ascribed to them in the Note (as defined below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made this 31st day of May, 2013, between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (“Grantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as lender (“Lender”).
Prepared by and return to: Scot C. Crow, Esq. Dickinson Wright PLLCRelease and Assumption Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This Separation and Release Agreement (the “Agreement”) is entered into between AdCare Health Systems, Inc. (the “Company” or “AdCare”) and Martin D. Brew (“Employee” or “Brew”) (the Company and Employee will be collectively referred to hereinafter as the “Parties” and individually as a “Party”).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of June 30, 2013 (the “Effective Date”), by and between ADK GEORGIA, LLC, a Georgia limited liability Company (“Sublessor”) and ADK SAVANNAH BEACH OPERATOR, LLC, a Georgia limited liability company (“Sublessee”).
AMENDED AND RESTATED REVOLVING NOTERevolving Note • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This Amended and Restated Revolving Note (this “Revolving Note”) is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Note is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.
THIRD MODIFICATION AGREEMENTModification Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS THIRD MODIFICATION AGREEMENT dated as of June 26, 2013 (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., an Ohio 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”).
SECOND AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTYSecured Loan Agreement and Payment Guaranty • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
This SECOND AMENDMENT TO SECURED LOAN AGREEMENT AND PAYMENT GUARANTY (this “Amendment”), made this 27th day of June, 2013, by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, APH&R PROPERTY HOLDINGS, LLC, WOODLAND HILLS HC NURSING, LLC, NORTHRIDGE HC&R NURSING, LLC, and APH&R NURSING, LLC, each a Georgia limited liability company (each a “Borrower,” and together, the “Borrowers”), ADCARE HEALTH SYSTEMS, INC., an Ohio corporation, ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company, and ADCARE OPERATIONS, LLC, a Georgia limited liability company (each a “Guarantor”, and together, the “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into May 30, 2013, by and between FIRST COMMERCIAL BANK, a Missouri corporation (“FCB”), and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (together with its successors and assigns, “Gemino”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Gemino Credit Agreement (as defined herein).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of June 30, 2013 (the “Effective Date”), by and between ADK GEORGIA, LLC, a Georgia limited liability Company (“Sublessor”) and ADK OCEANSIDE OPERATOR, LLC, a Georgia limited liability company (“Sublessee”).
MANAGEMENT FEE SUBORDINATION AGREEMENTManagement Fee Subordination Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
To induce GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), to make loans and extend credit from time to time for the benefit of GEORGETOWN HC&R NURSING, LLC, a Georgia limited liability company (“Georgetown”) and SUMTER N&R, LLC, a Georgia limited liability company (“Sumter”; Georgetown and Sumter, together with their respective successors and permitted assigns, are collectively referred to herein as the “Companies” ) pursuant to the terms of that certain Credit Agreement dated May 30, 2013, among the Companies and certain affiliates of the Companies, such other Persons joined thereto as a Borrower from time (such affiliates and other Persons are hereinafter referred to, together with the Companies, as “Borrower”) and Lender (as amended, restated, supplemented or replaced from time to time, the “Credit Agreement”), ADCARE ADMINISTRATIVE SERVICES, LLC, a Georgia limited liability company (together with its success
JOINDER AGREEMENT, SECOND AMENDMENT and SUPPLEMENT TO CREDIT AGREEMENTJoinder Agreement, Second Amendment and Supplement to Credit Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS JOINDER AGREEMENT, SECOND AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this “Agreement”) dated June 28, 2013, is made by and among NW 61ST NURSING, LLC, a Georgia limited liability company (“Existing Borrower”), GEORGETOWN HC&R NURSING, LLC, a Georgia limited liability company (“Georgetown”), SUMTER N&R, LLC, a Georgia limited liability company (“Sumter”; Georgetown and Sumter are hereinafter referred to collectively as “New Borrowers” and each individually as “New Borrower”); New Borrowers and Existing Borrower are hereinafter referred to collectively as “Borrowers” and each individually as a “Borrower”), and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (“Lender”). Each capitalized term used herein, unless otherwise defined herein, shall have the meaning ascribed to such term in that certain Credit Agreement dated May 30, 2013 (as at any time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), among Existing Borrower and Lender
REINSTATEMENT, SIXTH AMENDMENT AND ASSIGNMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This Reinstatement, Sixth Amendment and Assignment of Purchase and Sale Agreement (this “Sixth Amendment”) is made and entered into as of May 7, 2013 (the “Effective Date”) by and among FIRST COMMERCIAL BANK, a Missouri corporation (“Seller”), BROGDON FAMILY, LLC, a Georgia limited liability company (“Brogdon”), and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“ADK Property”).
