0001047469-12-002859 Sample Contracts
GUARANTYGuaranty • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Arizona
PROMISSORY NOTEPromissory Note • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
LOAN AGREEMENTLoan Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS LOAN AGREEMENT, made and entered into this 4th day of November, 2011, by and between Mt. Kenn Property Holdings, LLC (the “Borrower”), and THE BANK OF LAS VEGAS (“Lender”).
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
THIS GUARANTY OF PAYMENT AND PERFORMANCE dated as of December 30, 2011 (this “Guaranty”), is executed by WOODLAND MANOR NURSING, LLC, a Georgia limited liability company (the “Operator”), and ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (“AdCare”) (the Operator and AdCare being sometimes referred to herein collectively as the “Guarantors”), jointly and severally, to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (the “Lender”).
SECURITY AGREEMENT (AdCare - Lessee)Security Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Maryland
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of October 29, 2010 by and between ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“Debtor”), and GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Secured Party”).
LOAN AGREEMENTLoan Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS LOAN AGREEMENT, made and entered into this 4th day of November, 2011, by and between Mt. Kenn Property Holdings, LLC (the “Borrower”), Mt. Kenn Nursing, LLC, AdCare Health Systems, Inc. and Hearth & Home of Ohio, Inc. (collectively “Guarantor” or “Guarantors”) and Economic Development Corporation of Fulton County (“Lender” or “CDC”).
PURCHASE AGREEMENTPurchase Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of the 15 day of September, 2011 (the “Effective Date”), is made by and between JRT Group Properties, LLC, a Georgia limited liability company (“Seller”) and AdCare Hembree Road Property, LLC, a Georgia limited liability company (“Purchaser”).
GUARANTY (AdCare Health Systems Inc.)Guaranty • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Maryland
This GUARANTY (“Guaranty”) is given as of October 29, 2010 (“Effective Date”), by ADCARE HEALTH SYSTEMS INC., an Ohio corporation (“Guarantor”), in favor of GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Lessor”).
LOAN AGREEMENT Dated as of December 30, 2011 by and between WOODLAND MANOR PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as Borrower and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation, as LenderLoan Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
THIS LOAN AGREEMENT dated as of December 30, 2011 (this “Agreement”), is executed by and between WOODLAND MANOR PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Borrower”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (“Lender”).
LEASE AGREEMENTLease Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
WHEREAS, Lessor is the owner of certain nursing home facilities (each such facility being referred to herein as a “Facility” and collectively as the “Facilities”) identified as follows:
SUBORDINATION AGREEMENT (AdCare)Subordination Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS SUBORDINATION AGREEMENT (the “Agreement”) is made as of October 29, 2010, by “Triad Entities”), ADCARE HEALTH SYSTEMS INC., an Ohio corporation (“Guarantor”), ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“Lessee”), on their behalf and on behalf of all Affiliates of Lessee and Guarantor (as that term is defined below - each a “AdCare Affiliate” and, collectively, the “AdCare Affiliates”), in favor of GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Lessor”).
PLEDGE AGREEMENT (Hearth & Home of Ohio, Inc.)Pledge Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Maryland
This Pledge Agreement (this “Agreement”) is made as of October 29, 2010, between HEARTH & HOME OF OHIO, INC., an Ohio corporation (“Pledgor”), and GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Creditor”).
LETTER OF CREDIT AGREEMENT (AdCare)Letter of Credit Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Maryland
THIS LETTER OF CREDIT AGREEMENT (the “Agreement”), made and entered into as of October 29, 2010 by and between GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Lessor”), and ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“Lessee”).
GUARANTY AGREEMENTGuaranty Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS GUARANTY AGREEMENT (“this Agreement”), dated as of June 1, 2010, is made and entered into by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Guarantor”), to and for the benefit of BANK OF OKLAHOMA, N.A., as trustee under a Trust Indenture, dated as of June 1, 2010, the address of which is One Williams Center, Tulsa Oklahoma 74192 (together with its successors and assigns, the “Trustee”),
EMPLOYMENT AGREEMENT between AdCare Health Systems, Inc. (the “Company”) and David Rubenstein (the “Officer”)Employment Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
This Employment Agreement (“Agreement”) is entered into November 15, 2011, to be effective the later of December 19, 2011 or the date upon which Officer provides the Company with a fully executed release by Shoreline Healthcare Management, LLC (“Shoreline”) of all obligations owed by Officer to Shoreline under the Assignment and Assumption Agreement and First Amendment to Employment Agreement of September 12, 2011 (“Prior Obligations”), or as otherwise discussed herein.
GUARANTY AGREEMENTGuaranty Agreement • March 19th, 2012 • 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 November 29, 2011 by ADCARE OPERATIONS, LLC, 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”).
THIRD AMENDED AND RESTATED REVOLVING NOTERevolving Note • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This Third 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.
JOINDER AGREEMENT, FIFTH AMENDMENT and SUPPLEMENT TO CREDIT AGREEMENTJoinder Agreement, Fifth Amendment and Supplement to Credit Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Pennsylvania
THIS JOINDER AGREEMENT, FIFTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this “Agreement”) dated November 29, 2011, is made by and among ADK GEORGIA, LLC, a Georgia limited liability company (“ADK Georgia”), ADK POWDER SPRINGS OPERATOR, LLC, a Georgia limited liability company (“Powder Springs”), ADK LUMBER CITY OPERATOR, LLC, a Georgia limited liability company (“Lumber City”), ADK JEFFERSONVILLE OPERATOR, LLC, a Georgia limited liability company (“Jeffersonville”), ADK LAGRANGE OPERATOR, LLC, a Georgia limited liability company (“LaGrange”), ADK THOMASVILLE OPERATOR, LLC, a Georgia limited liability company (“Thomasville”), ADK OCEANSIDE OPERATOR, LLC, a Georgia limited liability company (“Oceanside”), ADK SAVANNAH BEACH OPERATOR, LLC, a Georgia limited liability company (“Savannah”), ADK THUNDERBOLT OPERATOR, LLC, a Georgia limited liability company (“Thunderbolt”), ATTALLA NURSING ADK, LLC, a Georgia limited liability company (“Attalla ADK”), MOUNTAIN TRACE NURSING ADK, LLC, an
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of the 31st day of October, 2011 (the “Effective Date”), is made by and between JRT Group Properties, LLC, a Georgia limited liability company (“Seller”) and AdCare Hembree Road Property, LLC, a Georgia limited liability company (“Purchaser”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
This EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 16, 2011, by and between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Company”), and DAVID RUBENSTEIN, an individual (“Officer”).
GUARANTY AGREEMENTGuaranty Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Ohio
THIS GUARANTY AGREEMENT (this “Guaranty”) is dated December 30, 2011, but effective as of 12:01 a.m. on January 1, 2012 by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation, and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company (collectively, the “Guarantors” and each, a “Guarantor”), to and for the benefit of EAGLEWOOD VILLA, LTD., an Ohio limited partnership (the “Lender”).
ASSIGNMENT AND ASSUMPTION OF SECOND AMENDED AND RESTATED MULTIPLE FACILITIES LEASE AND CONSENT OF LESSOR (Triad — AdCare)Assignment and Assumption of Lease • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS ASSIGNMENT AND ASSUMPTION OF SECOND AMENDED AND RESTATED MULTIPLE FACILITIES LEASE AND CONSENT OF LESSOR (this “Agreement”) is made and given as of this 29th day of October, 2010 by and among GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Lessor”), TRIAD HEALTH MANAGEMENT OF GEORGIA II, LLC, a Georgia limited liability company (“Assignor”), the “Other Triad Entities” listed on the signature page to this Agreement (together with Assignor, each a “Triad Entity”, and collectively, the “Triad Entities”), ADCARE HEALTH SYSTEMS INC., an Ohio corporation (“New Guarantor”), HEARTH & HOME OF OHIO, INC., an Ohio corporation (“New Lessee Parent”), ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“New Lessee”).
LOAN AGREEMENTLoan Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS LOAN AGREEMENT, made and entered into this 4th day of November, 2011, by and between Mt. Kenn Property Holdings, LLC (the “Borrower”), and APAX CAPITAL, LLC (“Lender”).
After Recording Please Return to: Cross Reference:Subordination, Non-Disturbance and Attornment Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
FIRST AMENDMENT TO LEASELease Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the 31st day of August, 2010, by and between WILLIAM M. FOSTER (“Lessor”) and ADK GEORGIA, LLC, a Georgia limited liability company (“Lessee”).