JOINDER AGREEMENT, SECOND AMENDMENT and SUPPLEMENT TO CREDIT AGREEMENT
Exhibit 10.19
JOINDER AGREEMENT, SECOND AMENDMENT
and
SUPPLEMENT TO CREDIT AGREEMENT
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. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Credit Agreement. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references to any Person shall mean and include the successors and permitted assigns of such Person. All references to any of the Loan Documents shall include any and all amendments or modifications thereto and any and all restatements, extensions or renewals thereof. Wherever the phrase “including” shall appear in this Agreement, such word shall be understood to mean “including, without limitation.”
Borrowers have requested that Lender join New Borrowers to the Credit Agreement and extend credit to New Borrowers as Borrowers under the Credit Agreement. New Borrowers are executing this Agreement to become parties to the Credit Agreement in order to induce Lender to continue to extend credit under the Credit Agreement and as consideration for the Revolving Loans previously made.
Accordingly, and for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, Lender and Borrowers agree as follows:
1. Joinder of New Borrowers. In accordance with the Credit Agreement, New Borrowers by their signature below become Borrowers under the Credit Agreement with the same force and effect as if originally named therein as Borrowers, and New Borrowers hereby agree to all the terms and provisions of the Credit Agreement applicable to them as Borrowers thereunder. Each reference to a “Borrower” in the Credit Agreement shall be deemed to include New Borrowers. The Credit Agreement is hereby incorporated herein by reference.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:
(a) By deleting the first sentence of Section 2.01(b) of the Credit Agreement and by substituting in lieu thereof the following:
(b) On June 28, 2013, Borrowers shall execute and deliver a promissory note to Lender in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (as may be amended, modified or replaced from time to time, the “Revolving Note”).
(b) By deleting Section 2.09 of the Credit Agreement and by substituting in lieu thereof the following:
2.09 Commitment Fee. Lender has fully earned a non-refundable commitment fee (“Commitment Fee”) equal to Fifteen Thousand Dollars ($15,000), which Commitment Fee shall be paid by Borrowers to Lender (i) in an installment of $10,000, paid concurrently with the funding of the initial Loans hereunder, and (ii) in an installment of $5,000, paid on June 28, 2013.
(c) By deleting Section 6.07(a)(xi) of the Credit Agreement and by substituting in lieu thereof the following:
(xi) on or before July 31, 2013, ADK’s Form 10-K (as filed with the Securities and Exchange Commission); and
(d) By deleting Section 8.01(w) of the Credit Agreement and by substituting in lieu thereof the following:
(w) CHOW. The CHOW with respect to (i) each Healthcare Facility of NW 61st Nursing, LLC, Georgetown HC&R, LLC and Sumter N&R, LLC shall not have been unconditionally and in writing approved by each of the appropriate Governmental Authorities, intermediaries or other designated agents with respect to each such Borrower and each such Healthcare Facility on or before July 31, 2013; or
(e) By deleting the definitions of “Collateral Assignment of Transition Services Agreement”, “Minimum Balance”, “Transferor” and “Transition Services Agreement” set forth in Annex I to the Credit Agreement and by substituting in lieu thereof the following:
“Collateral Assignment of Transition Services Agreement” means, collectively, (i) the Collateral Assignment of Operations Transfer Agreement of even date herewith between NW 61st Nursing, LLC and Lender, (ii) the Collateral Assignment of Operations Transfer Agreement dated June 28, 2013, between Georgetown HC&R, LLC and Lender, and (iii) the Collateral Assignment of Operations Transfer Agreement dated June 28, 2013, between Sumter N&R, LLC and Lender.
“Minimum Balance” means $1,000,000.
“Transferor” means, as applicable, any or all of Receiver Care, LLC, Sumter Valley Nursing and Rehab Center, LLC, and Georgetown Healthcare & Rehabilitation Center, Inc.
“Transition Services Agreement” means, as applicable, any or all of (i) the Operations Transfer Agreement entered into as of January 1, 2013, among NW 61st Nursing, LLC, Transferor, and AdCare Oklahoma Management, L.L.C., (ii) the Operations Transfer Agreement entered into as of July 26, 2012, between Georgetown HC&R, LLC, and Transferor, and (iii) the Operations Transfer Agreement entered into as of April 27, 2012, between Sumter N&R, LLC, and Transferor.
3. Consent to Georgetown and Sumter Guaranties. Borrowers have requested that Lender consent to (a) the guaranty by Georgetown of certain indebtedness of Georgetown HC&R Property Holdings, LLC (“Georgetown Holdings”), and (b) the guaranty by Sumter of certain indebtedness of Sumter Valley Property Holdings, LLC (“Sumter Holdings”), notwithstanding the fact that such guaranties are prohibited by Sections 7.05 and 7.12 of the Credit Agreement. Upon satisfaction
of all conditions precedent to the effectiveness of this Agreement as set forth in Section 6 hereof, Lender hereby:
(a) consents, effective December 31, 2012, to the guaranty by Georgetown of certain indebtedness of Georgetown Holdings owing to Metro City Bank pursuant to a certain promissory note dated December 31, 2012, by Georgetown Holdings and Sumter Holdings in favor of Metro City Bank in the principal sum of $6,950,000 (the “Georgetown/Sumter Holdings Note”), in each case in the form presented to Lender prior to the date hereof; provided, that such guaranty and the actions taken by Georgetown in connection therewith do not at any time otherwise violate the terms of the Credit Agreement, including, without limitation, Section 7.02 thereof; and
(b) consents, effective December 31, 2012, to the guaranty by Sumter of certain indebtedness of Sumter Holdings owing to Metro City Bank pursuant to the Georgetown/Sumter Holdings Note, in each case in the form presented to Lender prior to the date hereof; provided, that such guaranty and the actions taken by Sumter in connection therewith do not at any time otherwise violate the terms of the Credit Agreement, including, without limitation, Section 7.02 thereof.
3. Acknowledgments of New Borrowers. New Borrowers acknowledge that they have requested Lender to extend financial accommodations to Borrowers on a combined basis in accordance with the provisions of the Credit Agreement, as hereby amended. In accordance with the terms of Article 10 of the Credit Agreement, New Borrowers acknowledge and agree that they shall be jointly and severally liable for any and all Revolving Loans and other Obligations heretofore or hereafter made by Lender to any Borrower and for all interest, fees and other charges payable in connection therewith. New Borrowers hereby appoint and designate NW 61st Nursing, LLC as, and NW 61st Nursing, LLC shall continue to act under the Credit Agreement as, the Borrower Representative of New Borrowers and each other Borrower for all purposes, including requesting borrowings and receiving accounts statements and other notices and communications to Borrowers (or any of them) from Lender. Each Loan made by Lender under the Credit Agreement or any of the other Loan Documents shall be disbursed in accordance with the Credit Agreement.
4. Security Interest. To secure the prompt payment and performance to Lender of all of the Obligations, New Borrowers hereby grant to Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of New Borrowers in and to all of the following, whether now owned or existing or owned, acquired or arising hereafter:
(a) all Accounts; (b) all Payment Intangibles; (c) all Instruments, Chattel Paper (including Electronic Chattel Paper), Documents, Letter-of-Credit Rights, Supporting Obligations and Commercial Tort Claims set forth on Schedule 5.23 to the Credit Agreement, in each case to the extent arising out of, relating to or given in exchange for or settlement of or to evidence the obligation to pay any Account or Payment Intangible; (d) all General Intangibles (including contract rights and trademarks, copyrights, patents and other intellectual property) that arise out of or relate to any Account or Payment Intangible or from which any Account or Payment Intangible arises; (e) all remedies, guarantees and collateral evidencing, securing or otherwise relating to or associated with any Account or Payment Intangible, including all rights of enforcement and collection; (f) all Commercial Lockboxes, Governmental Lockboxes, Collection Accounts and other Deposit Accounts into which Collections or other proceeds of Collateral or Advances are deposited, and all checks or Instruments from time to time representing or evidencing the same; (g) all cash, currency and other monies at any time in the possession or under the control of Lender or a bailee of Lender; (h) all books and records evidencing or relating
to or associated with any of the foregoing; (i) all information and data compiled or derived with respect to any of the foregoing (other than any such information and data subject to legal restrictions of patient confidentiality); and (j) all Collections, Accessions, receipts and Proceeds derived from any of the foregoing.
5. Representations and Warranties. New Borrowers represent and warrant to Lender that each New Borrower is a wholly owned Subsidiary of AdCare Operations, LLC. New Borrowers represent and warrant to Lender that New Borrowers are engaged in the same business as the other Borrowers as part of a joint and common enterprise; that this Agreement has been duly authorized, executed and delivered by New Borrowers and constitutes a legal, valid and binding obligation of New Borrowers, enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and that the Schedules attached hereto contain true, accurate and complete information with respect to New Borrowers and the matters covered therein and such Schedules shall be deemed to supplement and be a part of the Schedules to the Credit Agreement. In addition, New Borrowers represent and warrant to Lender that no Event of Default or Unmatured Event of Default exists on the date hereof; that the execution, delivery and performance of this Agreement have been duly authorized by all requisite company action on the part of Borrowers and this Agreement has been duly executed and delivered by Borrowers; and that all of the representations and warranties made by Borrowers in the Credit Agreement are true and correct on and as of the date hereof.
6. Conditions Precedent. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender:
(a) No Event of Default or Unmatured Event of Default shall exist;
(b) Lender shall have received from Borrowers a duly executed counterpart of this Agreement;
(c) Lender shall have received from Borrowers a duly executed Amended and Restated Revolving Note in the maximum principal amount of $1,500,000;
(d) Lender shall have received, reviewed and found acceptable in all respects all organizational documents for each New Borrower, including certified resolutions, a copy of the Articles of Organization for each New Borrower certified by such New Borrower’s state of formation, a copy of each New Borrower’s Operating Agreement, a good standing certificate of each New Borrower certified by such New Borrower’s state of formation, and a good standing certificate of each New Borrower certified by each other state in which such New Borrower is qualified to transact business;
(e) Lender shall have received from New Borrowers authorization to file UCC-1 financing statements and any other appropriate documentation to perfect or continue the perfection of Lender’s liens with respect to the assets of New Borrowers and Lender shall have received confirmation from each appropriate jurisdiction that such financing statements have been filed in the appropriate records;
(f) Lender shall have completed its due diligence to ensure that Lender’s security interests and liens are or will be first priority liens on the assets of New Borrowers and that there are no other liens on such assets other than those that are acceptable to Lender in its sole
discretion, and in connection therewith shall have obtained such intercreditor and subordination agreements (if any) as may be deemed necessary by Lender, in form and substance satisfactory to Lender;
(g) Lender shall have received from New Borrowers evidence of New Borrowers’ liability, property and casualty insurance coverage and insurance binders and lender’s loss payable endorsements with respect thereto naming Lender as certificate holder, lender’s loss payee and additional insured, as applicable;
(h) Lender shall have received from New Borrowers such other documents, instruments and agreements (including, without limitation, Depository Agreements in respect of the Government Lockbox) as Lender may require in its sole discretion in form and substance satisfactory to Lender;
(i) New Borrowers shall have delivered to Lender such financial, business and other information with respect to New Borrowers as Lender may have requested;
(j) There shall not have occurred any material adverse change in the operations or financial condition of Borrowers or Guarantors;
(k) Lender shall have received an opinion letter from Borrowers’ and Guarantors’ legal counsel with respect to such matters as Lender may request;
(l) Lender shall have received payment in immediately available funds of the outstanding installment of the Commitment Fee;
(m) New Borrowers shall have signed and delivered to Lender notices, in the form of Exhibit 4.02(d) to the Credit Agreement, directing the Obligors to make payment to the Government Lockbox; and
(n) Lender shall have completed its due diligence with respect to New Borrowers and the Properties of New Borrowers, the results of which shall be satisfactory to Lender.
7. Ratification and Reaffirmation. Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtedness and liabilities under the Loan Documents.
8. Additional Covenants. To induce Lender to enter into this Agreement, Borrowers covenant and agree that, within thirty (30) days after the later of (i) the date that the Centers for Medicare & Medicaid Services has made the electronic funds transfers (“EFTs”) available to a Borrower in connection with the CHOW process, or (ii) the date of this Agreement, Borrowers shall deliver to the Centers for Medicare & Medicaid Services (and provide evidence to Lender of the delivery thereof) a completed copy of Form CMS-588, together with all other documentation necessary to cause the Centers for Medicare & Medicaid Services to direct EFTs to the Government Lockbox.
9. Acknowledgments of All Borrowers. Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by
Borrowers); and the security interests and liens granted by Borrowers in favor of Lender are duly perfected, first priority security interests and liens.
10. No Novation, etc. Except as otherwise expressly provided in this Agreement, nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect.
11. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
12. Expenses of Lender. In consideration of Lender’s willingness to enter into this Agreement, Borrowers agree to reimburse Lender for Lender’s reasonable out-of-pocket expenses in connection with this Agreement, including, without limitation, the fees, disbursements and other charges of counsel for Lender.
13. Entire Agreement. This Agreement and the other Loan Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written. Each of the Schedules attached hereto is incorporated into this Agreement and by this reference made a part hereof.
14. Counterparts; Electronic Signatures. This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any manually-executed signature page hereto delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.
15. Effectiveness; Governing Law. This Agreement shall be effective when accepted by Lender (Borrowers hereby waiving notice of such acceptance) and thereupon shall be deemed a contract made in Pennsylvania, and shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws principles thereof.
16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, executors, successors and assigns.
17. Section Titles. Section titles and references used in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.
18. Manager’s Certification of Existing Borrower. By his execution and delivery of this Agreement, ▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby certifies that: (a) the Unanimous Consent of the Sole Member and the Managers (the “Consent”) of NW 61st Nursing, LLC dated as of May 30, 2013 remains in full force and effect; (b) pursuant to the Consent, the Managers or designees of Existing Borrower are authorized and empowered (either alone or in conjunction with any one or more of the other Managers of Existing Borrower) to take, from time to time, all or any part of the following actions on or in behalf of Existing
Borrower, as applicable: (i) to make, execute and deliver to Lender this Agreement and all other agreements, documents and instruments contemplated by or referred to herein or executed by Existing Borrower in connection herewith; and (ii) to carry out, modify, amend or terminate any arrangements or agreements at any time existing between Lender and Existing Borrower, as applicable; (d) any arrangements, agreements, security agreements, or other instruments or documents referred to or executed pursuant to this Agreement by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any other Manager of Existing Borrower, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Chief Financial Officer of Existing Borrower, or by the Chief Executive Officer of ADK (currently, ▇▇▇▇ ▇. ▇▇▇▇▇▇), Chief Financial Officer of ADK (currently, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) or an employee of Existing Borrower acting pursuant to delegation of authority, may be attested by such person and may contain such terms and provisions as such person shall, in his or her sole discretion, determine; (e) the Chief Executive Officer of ADK is a designee of Existing Borrower who is authorized and empowered (either alone or in conjunction with any one or more of the Managers or Chief Financial Officer of Existing Borrower) to take any action on behalf of Existing Borrower in conjunction with the Credit Agreement and this Agreement; (f) the Chief Financial Officer of ADK (currently, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) is a designee of Existing Borrower who is authorized and empowered to borrow money from time to time under the revolving line of credit per the terms of the Credit Agreement and this Agreement, to endorse the name of any Borrower to any checks, drafts and other instruments or orders for the payment of money, payable to any Borrower or its order for the purpose of depositing the same in any account or accounts of Lender with any bank, banker, or trust company or any of the branches of any said bank, and to deal with any and all checks, drafts, and other instruments or orders (including but not limited to preparation of Borrowing Base Certificate documentation) for the payment of money and the proceeds thereof as the property of Lender; and (g) set forth below is the name and signature of the current Chief Financial Officer of ADK, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, one designated representative and Chief Financial Officer of Existing Borrower, who is authorized to sign all Credit Agreements, security agreements, instruments, assignments, pledges, mortgages, security deeds, trust deeds and other documents among Lender and Existing Borrower:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Chief Financial Officer of ADK and Existing Borrower |
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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19. Release of Claims. To induce Lender to enter into this Agreement, each Borrower hereby releases, acquits and forever discharges Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that Borrowers now have or ever had against Lender arising under or in connection with any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender that none of them have transferred or assigned to any Person any claim that any of them has ever had or claimed to have against Lender.
20. Waiver of Jury Trial. The parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Agreement.
[Signatures commence on following page.]
IN WITNESS WHEREOF, Borrowers and Lender have duly executed this Agreement under seal as of the date and year first above written.
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NEW BORROWERS: |
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Address for notices to New Borrowers: |
GEORGETOWN HC&R NURSING, LLC | ||
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Manager |
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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(▇▇▇) ▇▇▇-▇▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager |
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SUMTER N&R, LLC | ||
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager | |
[Signatures continued on following page.]
Joinder Agreement, Second Amendment and Supplement to Credit Agreement (AdCare - Northwest)
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For purposes of the Manager’s Certification of Existing Borrower in Section 18 above: |
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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EXISTING BORROWER: | ||
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NW 61ST NURSING, LLC | ||
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager | |
[Signatures continued on following page.]
Joinder Agreement, Second Amendment and Supplement to Credit Agreement (AdCare - Northwest)
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LENDER: |
GEMINO HEALTHCARE FINANCE, LLC | |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Portfolio Manager |
[Consent and Reaffirmation of Guarantor appears on next page]
Joinder Agreement, Second Amendment and Supplement to Credit Agreement (AdCare - Northwest)
CONSENT AND REAFFIRMATION
The undersigned guarantor of the Obligations of Borrowers at any time owing to Lender hereby (i) acknowledges receipt of a copy of the foregoing Joinder Agreement, Second Amendment and Supplement to Credit Agreement; (ii) consents to Borrowers’ execution and delivery thereof and of the other documents, instruments or agreements Borrowers agree to execute and deliver pursuant thereto; (iii) agrees to be bound thereby; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the Obligations and reaffirms that such guaranty is and shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused its duly authorized officers to execute this Consent and Reaffirmation on and as of the date of such Joinder Agreement, Second Amendment and Supplement to Credit Agreement.
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief Executive Officer |
Joinder Agreement, Second Amendment and Supplement to Credit Agreement (AdCare - Northwest)