COMMERCIAL SECURITY AGREEMENTSecurity Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLYAdcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities • Arkansas
MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (ARKANSAS) MADE BY NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC as Mortgagor to and for the benefit of KEYBANK NATIONAL ASSOCIATION as Lender Dated as of: December 28, 2012 PREPARED BY AND...Mortgage, Security Agreement • July 8th, 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 December 28, 2012 (this “Mortgage”), is executed by NORTHRIDGE HC&R 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.
COMMERCIAL GUARANTYAdcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities • Missouri
ASSIGNMENT OF LEASES AND RENTSAdcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities
THIS ASSIGNMENT OF LEASES AND RENTS (hereinafter referred to as this “Assignment”) made and entered into this 31st day of December, 2012, by and between SUMTER VALLEY PROPERTY HOLDINGS, LLC, a South Carolina limited liability company, having a mailing address of 1761 Pinewood Road, Sumter, South Carolina 29154 (hereinafter called “Borrower”), and METRO CITY BANK, having a mailing address of 5441 Buford Highway, Suite 109, Doraville, Georgia 30340 (hereinafter called “Lender”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
This SECURITY AGREEMENT, dated as of December 28, 2012 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by and among, WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, APH&R PROPERTY HOLDINGS, LLC, each a Georgia limited liability company (referred to herein collectively as “Grantors” and individually, a “Grantor”), in favor KEYBANK NATIONAL ASSOCIATION, a national banking association, as lender (“Lender”).
PLEDGE AND SECURITY AGREEMENT (Tenants)Pledge and Security Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made this 28th day of December, 2012, between ADCARE OPERATIONS, LLC, an Georgia limited liability company (“Grantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as lender (“Lender”).
PAYMENT GUARANTY Projects Commonly Known asPayment Guaranty • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
THIS PAYMENT GUARANTY (“Guaranty”) made as of December 28, 2012, by ADCARE OPERATIONS, LLC, a Georgia limited liability company, having an address of 1145 Hembree Road, Roswell, GA 30076 (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
MANAGEMENT AGREEMENTManagement Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 28, 2012, by and between COMMUNITY’S HEARTH AT VANDALIA, an Ohio corporation (“Operator”), and CHANCELLOR SENIOR MANAGEMENT, LTD., an Ohio limited liability company (hereinafter called “Manager”).
STATE OF SOUTH CAROLINA ) MORTGAGE AND SECURITYMortgage and Security Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • South Carolina
THIS MORTGAGE AND SECURITY AGREEMENT made this 31st day of December, 2012, between GEORGETOWN HC&R PROPERTY HOLDINGS, LLC(hereinafter referred to as “Mortgagor”), whose address is Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, GA 30305 and WINYAH NURSING HOME, LLC (collectively “Mortgagee”), whose address is P O Drawer 68, Pawleys Island, SC 29585.
ContractMemorandum of Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Illinois
MANAGEMENT FEE SUBORDINATION AGREEMENTSubordination Agreement • July 8th, 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 establish credit facilities for making loans and extending credit from time to time for the benefit of LIVING CENTER, LLC, a Georgia limited liability company (“Living Center”), KENMETAL, LLC, a Georgia limited liability company (“Kenmetal”), SENIOR NH, LLC, a Georgia limited liability company (“Senior NH”), BAN NH, LLC, a Georgia limited liability company (“Ban NH”), and OAK LAKE, LLC, a Georgia limited liability company (“Oak Lake”; Living Center, Kenmetal, Senior NH, Ban NH and Oak Lake, together with each of their successors and permitted assigns, are individually and collectively referred to herein as “Borrower”), pursuant to the terms of that certain Credit Agreement dated of even date herewith among Borrower, such other Persons joined thereto as a Borrower from time and Lender (as hereafter amended, restated, supplemented or replaced from time t
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
I, GARY L. WADE, on behalf of myself and my heirs, executors, guardians, administrators, successors, and assigns, and each of them jointly and severally, have entered into this Separation Agreement and Release (“the Agreement”), on this 1st day of July 2011, with ADCARE HEALTH SYSTEMS, INC. on behalf of itself, its officers, directors, shareholders, employees, and agents (in their individual and representative capacities), and any parent companies, affiliates, predecessors, successors, subsidiaries, and other related companies, and each of them, jointly and severally (collectively, “ADK”, or “Company”), and we agree to be bound by the following terms and conditions:
G U A R A N T YAdcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities
WHEREAS, Georgetown HC&R Nursing, LLC, hereinafter called “Guarantor,” has an interest in the financial affairs of GEORGETOWN HC&R PROPERTY HOLDINGS, LLC, hereinafter collectively called “Borrower”;
MANAGEMENT AGREEMENTManagement Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into on June 22, 2010, by and between Riverchase Village ADK, LLC (hereinafter called “Owner”), and AdCare Management Company, Inc., an Ohio corporation (hereinafter called “AdCare”).
SECOND MODIFICATION AGREEMENTSecond Modification Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS SECOND MODIFICATION AGREEMENT dated as of December 28, 2012 (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”).
SUBLEASE AGREEMENTSublease Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of December l, 2012 by and between ADK GEORGIA, LLC, a Georgia limited liability company (“Lessee”) and JEFF CO. NURSING, LLC, a Georgia limited liability company (“Jeff Co. Nursing”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Pennsylvania
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into this 21st day of December, 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.
6,950,000.00 December 31, 2012Adcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities
FOR VALUE RECEIVED, Sumter Valley Property Holdings, LLC and Georgetown HC&R Property Holdings, LLC, both Georgia Limited Liability Companies, (collectively the “Borrower”) promise to pay to the order of Metro City Bank, having an address at 5441 Buford Highway, Suite 109, Doraville, GA 30340, or its successors or assigns, (the “Lender”) the principal sum of SIX MILLION NINE HUNDRED FIFTY THOUSAND AND 00/100THS ($6,950,000.00) DOLLARS or so much outstanding thereof, together with interest thereon at the rate stated below from the date of this Promissory Note (“Note”) until maturity in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts, public and private, such principal and interest to be paid in the following manner, to-wit:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Tennessee
THIS PURCHASE AND SALE AGREEMENT is made and entered into as of February 15, 2013 (the “Effective Date”) by and among AVALON HEALTH CARE, LLC, a Tennessee limited liability company (“Seller”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
PAYMENT GUARANTY Projects Commonly Known asPayment Guaranty • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
THIS PAYMENT GUARANTY (“Guaranty”) made as of December 28, 2012, by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation, having an address of 1145 Hembree Road, Roswell, GA 30076 (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
MORTGAGE A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE.Adcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities
THIS MORTGAGE dated December 31, 2012, is made and executed between NORTHWEST PROPERTY HOLDINGS, LLC, whose address is 3050 PEACHTREE ROAD NW, SUITE 355, ATLANTA, GA 30305; A GEORGIA LIMITED LIABILITY COMPANY (referred to below as “Grantor”) and FIRST COMMERCIAL BANK, whose address is 303 W MARKET, P. O. BOX 574, DEXTER, MO 63841 (referred to below as “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is entered into and executed as of December 28, 2012, by and between CHP ACQUISITION COMPANY LLC, an Ohio limited liability company (“Pledgor”), and AdCare Health Systems, Inc., an Ohio corporation (“Pledgee”).
ContractFirst Modification of Note and First Modification of Mortgage and Security Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS INSTRUMENT PREPARED BY Reid H. Harbin, Esq. HARBIN & MILLER, LLC 3085 E. Shadowlawn Ave. Atlanta, Georgia 30305 Cross Reference to Mortgage and Security Agreement recorded as Instrument No. 2012025981 and Assignment of Leases and Rents recorded as Instrument No. 2012025982, recorded in Pulaski County, Arkansas records.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made and entered into as of March 14, 2013 (the “Effective Date”) by and between AVALON HEALTH CARE, LLC (“Seller”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
EMPLOYMENT AGREEMENT between AdCare Health Systems, Inc. (the “Company”) and Ronald W. Fleming (the “Officer”)Employment Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This Employment Agreement (“Agreement”) is entered into July 3, 2013 (the “Signing Date”), to be generally effective May 15, 2013 (the “Effective Date”).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • July 8th, 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 November 30, 2012 (the “Effective Date”), by and between ADK GEORGIA, LLC, a Georgia limited liability Company (“Sublessor”) and ADK JEFFERSONVILLE OPERATOR, LLC, a Georgia limited liability company (“Sublessee”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEEMENTAsset Purchase Agreeement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This First Amendment to the Asset Purchase Agreement (this “Amendment”) is entered into this 28th day of December, 2012, by and among Adcare Health Systems, Inc., an Ohio Corporation and its subsidiaries identified on the signature page hereto (hereinafter collectively referred to as “Seller”) and CHP Acquisition Company LLC, an Ohio limited liability company (hereinafter “Buyer’’). Any of the capitalized terms otherwise not defined herein shall have the meaning ascribed to them Asset Purchase Agreement between Seller and Buyer dated October 11, 2012 (the “Purchase Agreement”).
GUARANTY INDEMNIFICATION AGREEMENT [Rose Missouri Nursing, LLC]Guaranty Indemnification Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
This GUARANTY INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2012, by between AdCare Health Systems, Inc., an Ohio corporation (referred to herein as “Indemnitor”), and Christopher F. Brogdon and Connie B. Brogdon (collectively referred to herein as “Guarantors”). Idemnitor and Guarantors are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into as of March 20, 2012, by and between GYMAN PROPERTIES, LLC, an Arkansas limited liability company (“Seller”), and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
After recording return to: Richard G. Gaalema, Esq. Kitchens Kelley Gaynes, P.C.Real Estate, Security Agreement and Financing Statement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • South Carolina
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made and entered into as of April 19, 2012 (the “Effective Date”) by and between F & F VENTURES, LLC, an Oklahoma limited liability company and TULSA CHRISTIAN CARE, INC., d.b.a. COMPANIONS SPECIALIZED CARE CENTER (collectively, “Seller”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
MANAGEMENT AGREEMENTManagement Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Oklahoma
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into on September 19, 2011, by and among the entities listed on the signature page hereto (collectively, the “Operators”) and AdCare Oklahoma Management, LLC, a Georgia limited liability company (hereinafter called “Manager”).
ContractDebt Subordination Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Ohio
THIS INSTRUMENT IS SUBJECT TO A DEBT SUBORDINATION AGREEMENT DATED AS OF DECEMBER 28, 2012, BY AND AMONG PARENT, SUBORDINATED CREDITOR (AS EACH IS DEFINED THEREIN) AND THE HUNTINGTON NATIONAL BANK, AS ADMINISTRATIVE AGENT. BY ITS ACCEPTANCE OF THIS INSTRUMENT, THE HOLDER HEREOF AND ANY SUCCESSOR, ASSIGN, DEVISEE, REPRESENTATIVE OR SUBSEQUENT HOLDER OF THIS INSTRUMENT AGREES TO BE BOUND BY THE PROVISIONS OF SUCH DEBT SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT SUBORDINATED CREDITOR IS BOUND.
SECURITY AGREEMENTSecurity Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
WHEREAS, Georgetown HC&R Property Holdings, LLC and Georgetown HC&R Nursing, LLC (hereinafter collectively referred to as “Debtor”), have requested METRO CITY BANK (hereinafter referred to as “Secured Party” or “Lender”), to loan to Sumter Valley Property Holdings, LLC and Georgetown HC&R Property Holdings, LLC the sum of $6,950,000.00 (the “Loan”), evidenced by a Promissory Note (the “Note”) and guaranty agreements of even date herewith and in said principal amount; and
