exv10w1






Exhibit 10.1




TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




     This Tenth Amendment to Amended and Restated Master Lease (this “Amendment”) is
executed and delivered as of September 8, 2009 by and between STERLING ACQUISITION CORP., a
Kentucky corporation (“Lessor”), the address of which is 9690 Deereco Road, Suite 100,
Timonium, MD 21093, and DIVERSICARE LEASING CORP., a Tennessee corporation, the address of which is
1621 Galleria Boulevard, Brentwood, TN 37027.



RECITALS:




     A. Lessee has executed and delivered to Lessor a Consolidated Amended and Restated Master
Lease dated as of November 8, 2000, but effective as of October 1, 2000, as amended by a First
Amendment to Consolidated Amended and Restated Master Lease dated as of September 30, 2001, a
Second Amendment to Consolidated Amended and Restated Master Lease dated as of June 15, 2005, a
Third Amendment to Consolidated Amended and Restated Master Lease dated as of October 20, 2006, a
Fourth Amendment to Consolidated Amended and Restated Master Lease dated as of April 1, 2007, a
Fifth Amendment to Consolidated Amended and Restated Master Lease dated as of August 10, 2007, a
Sixth Amendment to Consolidated Amended and Restated Master Lease dated as of March 14, 2008 (the
“Sixth Amendment”), a Seventh Amendment to Consolidated Amended and Restated Master Lease
dated as of October 24, 2008, an Eighth Amendment to Consolidated Amended and Restated Master Lease
dated as of March 31, 2009, and a Ninth Amendment to Consolidated Amended and Restated Master Lease
dated as of May 5, 2009 (collectively, the “Existing Master Lease”) pursuant to which
Lessee leases from Lessor certain healthcare facilities.



     B. Pursuant to the Sixth Amendment, Lessor and Lessee agreed to construct the Paris Facility
on the Paris Land and for Lessee to lease the Paris Facility from Lessor pursuant to the Existing
Master Lease.



     C. Lessor and Lessee desire to confirm the Paris Base Rent Commencement Date and the Initial
Paris Base Rent and to amend the Existing Master Lease to permit certain additional advances of the
Funded Amount with respect to the Paris Facility after the Paris Base Rent Commencement date, all
on the terms and conditions of this Amendment.



     NOW THEREFORE, the parties agree as follows:



     1. Definitions. Any capitalized term used but not defined in this Amendment will have
the meaning assigned to such term in the Existing Master Lease.



     2. Paris Base Rent Commencement Date. Lessor and Lessee hereby confirm that the Paris
Base Rent Commencement Date is August 15, 2009.



     3. Initial Paris Base Rent.




     (a) Effective as of August 15, 2009, Lessor and Lessee hereby confirm that the Initial
Paris Base Rent (which is an annual amount) is Five Hundred Seventy Five Thousand Six
Hundred Thirty Three and 13/100 Dollars ($575,633.13).



 









 






     (b) Effective as of September 15, 2009, Lessor and Lessee hereby confirm that the
Initial Paris Base Rent (which is an annual amount) will be increased to Six Hundred Seventy
Two Thousand Three Hundred Twenty and 61/100 Dollars ($672,320.61).




     (c) Notwithstanding the provisions of Section 2(a) of the Sixth Amendment, but subject
to all of the other terms and provisions of the Existing Master Lease, Lessor shall make
advances of the Funded Amount after the Paris Base Rent Commencement Date with regard to:
(1) services performed at, and goods delivered to, the Paris Facility prior to the Paris
Base Rent Commencement Date, (2) delivery of the “as built” survey of the Paris Facility,
(3) delivery of endorsements to Lessor’s Owners Title Policy, (4) Lessor’s legal fees and
expenses, and (5) the State Surveyor Items (defined below); provided, however, that Lessee
may, at its option, pay directly for items (2), (3), and (4). Any such advances of the
Funded Amount shall result in an increase in the Initial Paris Base Rent effective as of the
first day of the next month after each such advance pursuant to the formula contained in the
Sixth Amendment. The amount of the Initial Paris Base Rent after all such advances have
been made shall be used in calculating the Paris Base Rent for the 12 month period
commencing on the first anniversary of the Paris Base Rent Commencement Date. Except as
provided in this Section 3(c) of this Amendment, Lessor and Lessee hereby confirm that
Lessor has no further obligation to make further advances of the Funded Amount on or after
the date of this Amendment.




     (d) As used in this Amendment, the “State Surveyor Items” mean (1) Sod hill at back of
Paris Facility to stop erosion, (2) Three 2’x4’ benches for main showers, and (3) two
additional sidewalks, and (4) such other minor items as may be required by the State in
connection with the initial licensing of the Paris Facility.



     4. Certification by Lessee. Pursuant to Section 7(a)(ii) of the Sixth Amendment,
Lessee hereby certifies to Lessor that, as of the date of this Certificate, no Event of Default
exists under the Master Lease or any of the Transaction Documents, all representations and
warranties set forth in the Master Lease and all of the other Transaction Documents are accurate
and complete, and there are no actions, suits or proceedings pending, or to the knowledge of
Lessee, threatened or involving (or that could involve) Lessee, the Paris Sublessee or all or any
part of the Facilities and that could impair the Facilities or the ability of Lessee and the Paris
Sublessee to perform under this Amendment or any of the other Transaction Documents.



     5. Representations and Warranties of Lessee. Lessee hereby represents and warrants to
Lessor that (i) it has the right and power and is duly authorized to enter into this Amendment;
(ii) the execution of this Amendment does not and will not constitute a breach of any provision
contained in any agreement or instrument to which Lessee is or may become a party or by which
Lessee is or may be bound or affected; and (iii) the Paris Sublessee has acquired all Licenses
needed to operate the Paris Facility for its Primary Intended Use.



     6. Expenses of Lessor. Lessee shall pay all reasonable expenses of Lessor incurred in
connection with this Amendment, including reasonable attorneys fees and expenses.



2









 





     7. Execution and Counterparts. This Amendment may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but
when taken together shall constitute one and the same Amendment.



     8. Headings. Section headings used in this Amendment are for reference only and shall
not affect the construction of the Amendment.



     9. Enforceability. Except as expressly and specifically set forth herein, the
Existing Master Lease remains unmodified and in full force and effect. In the event of any
discrepancy between the Existing Master Lease and this Amendment, the terms and conditions of this
Amendment will control and the Existing Master Lease is deemed amended to conform hereto.



[SIGNATURE PAGES AND ACKNOWLEDGEMENTS FOLLOW]





3









 








Signature Page to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	LESSOR:
	 
	 	 	 	 
	 

	 	STERLING ACQUISITION CORP.,

a Kentucky corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel J. Booth
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel J. Booth
	 

	 	Title:
	 	Chief Operating Officer
	 
	 	 	 	 





	 	 	 	 	 	 
	STATE OF MARYLAND

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF BALTIMORE

	 	 	)	 






     This instrument was acknowledged before me on the 3rd day of September, 2009, by Daniel J.
Booth, the COO of STERLING ACQUISITION CORP., a Kentucky corporation, on behalf of said company.



	 	 	 
	 

	 	/s/ Judith A. Jacobs
	 

	 	 
	 

	 	Notary Public, Baltimore County, MD

My commission expires: May 12, 2012






Signature Page 1 of 2





 









 








Signature Page to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	LESSEE:
	 
	 	 	 	 
	 

	 	DIVERSICARE LEASING CORP.,

a Tennessee corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP and CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     This instrument was acknowledged before me on the 2nd day of September,
2009, by Glynn Riddle, the EVP & CFO of DIVERSICARE LEASING CORP., a Tennessee corporation, on
behalf of said company



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My commission expires: 1/24/2010






Signature Page 2 of 2







 









 








Acknowledgment to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




     The undersigned hereby consent to the transactions contemplated by this Tenth Amendment to
Consolidated Amended and Restated Master Lease (the “Tenth Amendment”), ratify and affirm
their respective Guaranties, Pledge Agreements, Security Agreements, Subordination Agreements and
other Transaction Documents, and acknowledge and agree that the performance of the Master Lease
and obligations described therein are secured by their Guaranties, Pledge Agreements, Security
Agreement, Subordination Agreement and other Transaction Documents on the same terms and conditions
in effect prior to this Tenth Amendment.



	 	 	 	 	 
	 

	 	ADVOCAT, INC. a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     The foregoing instrument was acknowledged before me this 2nd day of September, 2009, by Glynn Riddle, who is EVP & CFO of ADVOCAT, INC. a Delaware corporation, on behalf of
the corporation, who acknowledged the same to be his or her free act and deed and the free act and
deed of the corporation.



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My Commission Expires: 1/24/2010






Acknowledgement
Page 1 of 5






 









 








Acknowledgment to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	DIVERSICARE MANAGEMENT SERVICES CO.,

a Tennessee corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     The foregoing instrument was acknowledged before me this 2nd day of
September, 2009, by Glynn Riddle, who is EVP & CFO of DIVERSICARE MANAGEMENT SERVICES CO.,
a Tennessee corporation, on behalf of the corporation, who acknowledged the same to be his or her
free act and deed and the free act and deed of the corporation.



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My Commission Expires: 1/24/2010






Acknowledgement
Page 2 of 5






 









 








Acknowledgment to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	ADVOCAT FINANCE INC.,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     The foregoing instrument was acknowledged before me this 2nd day of
September, 2009, by Glynn Riddle, who is EVP & CFO of ADVOCAT FINANCE INC., a Delaware
corporation, on behalf of the corporation, who acknowledged the same to be his or her free act and
deed and the free act and deed of the corporation.



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My Commission Expires: 1/24/2010






Acknowledgement
Page 3 of 5






 









 








Acknowledgment to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	STERLING HEALTH CARE MANAGEMENT, INC.,

a Kentucky corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     The foregoing instrument was acknowledged before me this 2nd day of
September, 2009, by Glynn Riddle, who is EVP & CFO of STERLING HEALTH CARE MANAGEMENT,
INC., a Kentucky corporation, on behalf of the corporation, who acknowledged the same to be his or
her free act and deed and the free act and deed of the corporation.



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My Commission Expires: 1/24/2010






Acknowledgement
Page 4 of 5






 









 








Acknowledgment to

TENTH AMENDMENT TO

CONSOLIDATED AMENDED AND RESTATED MASTER LEASE




	 	 	 	 	 
	 

	 	DIVERSICARE TEXAS I, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO
	 
	 	 	 	 
	 

	 	DIVERSICARE BALLINGER, LLC

DIVERSICARE DOCTORS, LLC

DIVERSICARE ESTATES, LLC

DIVERSICARE HUMBLE, LLC

DIVERSICARE KATY, LLC

DIVERSICARE NORMANDY TERRACE, LLC

DIVERSICARE TREEMONT, LLC

DIVERSICARE PARIS, LLC
	 
	 	 	 	 
	 

	 	BY:
	 	DIVERSICARE TEXAS I, LLC,

its sole member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Glynn Riddle
	 

	 	 	 	 
	 

	 	Name:
	 	Glynn Riddle
	 

	 	Title:
	 	EVP & CFO






	 	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 






     The foregoing instrument was acknowledged before me this 2nd day of
September, 2009, by Glynn Riddle, who is EVP & CFO of DIVERSICARE TEXAS I, LLC, on behalf
of itself and as the sole member of each of DIVERSICARE BALLINGER, LLC, DIVERSICARE DOCTORS, LLC,
DIVERSICARE ESTATES, LLC, DIVERSICARE HUMBLE, LLC, DIVERSICARE KATY, LLC, DIVERSICARE NORMANDY
TERRACE, LLC, DIVERSICARE TREEMONT, LLC, and DIVERSICARE PARIS, LLC, each a Delaware limited
liability company, on behalf of the limited liability companies, who acknowledged the same to be
his or her free act and deed and the free act and deed of the limited liability companies.



	 	 	 
	 

	 	/s/ Jacqueline S. Reed
	 

	 	 
	 

	 	Notary Public, Tenn. County, Williamson

My Commission Expires: 1/24/2010






Acknowledgement
Page 5 of 5