Exhibit
10.1(b)


 


 


WAIVER
AND FIRST AMENDMENT TO CREDIT AGREEMENT


 


This
Waiver and First Amendment to Credit Agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified,
this “Amendment”) is made as of April 30, 2020 by and among TRILLIUM HEALTHCARE GROUP, LLC, FAIRWAY HEALTHCARE
PROPERTIES, LLC, TRILLIUM HEALTHCARE CONSULTING, LLC, IANE PROPERTIES I, LLC, IANE PROPERTIES II, LLC and GREENSIDE
HEALTHCARE PROPERTIES, LLC, each a Florida limited liability company, (each as a “Corporate Guarantor”), each
of the parties listed on Annex A attached hereto (together with such other Persons joined thereto as Borrower from time to time,
individually and collectively, “Borrower”), and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability
company, as lender (“Lender”).


 


BACKGROUND


 


A. Borrower,
each Corporate Guarantor, Lender and the other parties signatory thereto, are parties to a certain Credit Agreement dated as of May 9,
2019 (as the same may from time to time be further amended, restated, supplemented or otherwise modified, collectively, the “Credit
Agreement”) pursuant to which Borrower established certain financing arrangements with Lender. The Credit Agreement and all
instruments, documents and agreements executed in connection therewith, or related thereto are referred to herein collectively as the
“Existing Loan Documents.” All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto
in the Credit Agreement.


 


B. Borrower
has requested and Lender has agreed to, among other things, (i) consent to the “Requested Action” (as defined herein), (ii)
amend the terms and conditions of the Existing Loan Documents, each pursuant to the terms and conditions of this Amendment, and (iii)
waive the certain “Specified Defaults” (as defined herein), each pursuant to the terms and conditions of this Amendment.


 


NOW,
THEREFORE, with the foregoing Background incorporated by reference and made a part hereof and intending to be legally bound, the
parties hereto hereby agree as follows:


 


1. Consent
to Release of Withdrawing Borrower. Borrower has requested that Lender consent to, notwithstanding anything to the contrary contained
in the Credit Agreement, (i) withdraw Premier Estates 520, LLC, a Florida limited liability company, Premier Estates 521, LLC, a Florida
limited liability company, Premier Estates 522, LLC, a Florida limited liability company, Premier Estates 523, LLC, a Florida limited
liability company, Premier Estates 524, LLC, a Florida limited liability company, Premier Estates 525, LLC, a Florida limited liability
company, and Premier Estates 526, LLC, a Florida limited liability company (collectively, the “Withdrawing Borrower”)
as a Borrower under the Credit Agreement and all other Loan Documents to which it is a party, and (ii) release Withdrawing Borrower from
any and all Obligations under the Loan Documents (collectively, the “Requested Action”). Lender hereby consents to,
acknowledges and approves the Requested Action such that it shall not constitute an Event of Default under the Credit Agreement. The
foregoing consent is also expressly limited to the Requested Action and shall not affect any breach of any Loan Documents related to
any action not described in this Amendment. Upon receipt of the Borrower’s countersignature hereto and compliance with the terms
and conditions of this Amendment, Withdrawing Borrower shall be released from all Obligations under the Loan Documents and Lender agrees
to file UCC Termination Statements for all liens of record against Withdrawing Borrower.


 


2. Amendment.
The Credit Agreement is hereby amended in the following manner:


 


(a) Section
2.03(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(a)Each
Revolving Loan shall bear interest on the outstanding principal amount thereof from the date made until such Revolving Loan is paid in
full, at a rate per annum equal to the LIBOR Rate plus five and ninety-five one-hundredths of one percent (5.95%) (together, the “Interest
Rate”). The Interest Rate on all amounts outstanding under the Credit Facility shall be adjusted daily based on any changes in
the LIBOR Rate.”


 




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(b) Section
2.03(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(e)Borrower
shall pay Lender a collateral monitoring fee (“Collateral Monitoring Fee”) equal to one and one-half percent (1.50%) per
annum of the average Borrowing Base during the prior month (or portion thereof, as applicable).”


 


(c) Section
6.06(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(a)Borrower
and Corporate Guarantor (on a consolidated basis) shall maintain at all times a Fixed Charge Coverage Ratio of at least 1.00 to 1:00
measured quarterly (i) on an Annualized Basis commencing with the three months ending June 30, 2020, (ii) on an Annualized Basis for
the six months ending September 30, 2020, (iii) on an Annualized Basis for the nine months ending December 31, 2020, and (iv) on a trailing
twelve-month basis for the fiscal quarter ending March 31, 2021 and for each fiscal quarter thereafter.”


 


(d) Section
6.07(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(ii)as
soon as available, but in any event within thirty (30) days after the end of each month, Parent’s internally prepared monthly consolidated
and consolidating financial statements, along with year-to-date information, including a balance sheet and income statement with respect
to the periods measured;”


 


(e) The
definition of “Revolving Loan Commitment” in Annex I to the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“Revolving
Loan Commitment” means an amount equal to Seven Million and No/100 Dollars ($7,000,000.00).


 


3. Notice
of Events of Default and Limited Waiver.


 


(a) Borrower
acknowledges the existence of the following Events of Default under the Credit Agreement (the “Specified Defaults”):
failure of the Borrower to comply with Section 6.06(a) of the Credit Agreement with respect to the Borrower’s Fixed Charge
Coverage Ratio for the fiscal quarters ending September 30, 2019, December 31, 2019, and March 31, 2020.


 


(b) The
Lender hereby waives compliance by the Borrower with Section 6.06(a) of the Credit Agreement with respect to the Specified Defaults
only. The Lender’s waiver of non-compliance with Section 6.06(a) of the Credit Agreement is limited to the specific instances
of the Specified Defaults and shall not be deemed a waiver of or consent to any other failure to comply with Section 6.06(a) of
the Credit Agreement or any other provision of the Credit Agreement. Such waiver shall not prejudice or constitute a waiver of any right
or remedies which the Lender may have or be entitled to with respect to any other breach of any of the foregoing Sections or any other
provision of the Credit Agreement. The waiver is for this particular instance and shall not be construed as a waiver of any other presently
existing or future Event of Default.


 




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4. Representations
and Warranties. Each Borrower represents and warrants to Lender that:


 


(a) All
warranties and representations made to Lender under the Credit Agreement and the Existing Loan Documents are true and correct as to the
date hereof.


 


(b) The
execution and delivery by each Borrower of this Amendment and the performance by it of the transactions herein contemplated (i) are and
will be within its powers, (ii) have been authorized by all necessary organizational action, and (iii) are not and will not be in contravention
of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which such Borrower
is a party or by which the property of such Borrower is bound, or be in conflict with, result in a breach of, or constitute (with due
notice and/or lapse of time) a default under any such indenture, agreement or undertaking or result in the imposition of any lien, charge
or encumbrance of any nature on any of the properties of such Borrower.


 


(c) This
Amendment and any assignment, instrument, document, or agreement executed and delivered in connection herewith, will be valid, binding
and enforceable in accordance with its respective terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability
of creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity
or at law.


 


(d) Except
with respect to the “Specified Defaults” referred to and defined in Section 3 hereof, no Event of Default or Default
has occurred and is continuing under the Credit Agreement or any of the other Existing Loan Documents.


 


5. Effectiveness
Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents to be in form
and substance satisfactory to Lender and Lender’s counsel):


 


(a) Borrower
shall deliver to Lender a fully executed copy of this Amendment and each of the documents set forth on the Closing Agenda attached hereto
as Exhibit A on or before the date hereof (or such later time as extended by Lender in its sole discretion);


 


(b) Payment
of (i) an amendment fee which Borrower hereby agrees Lender has fully earned and is nonrefundable as of the date hereof in an amount
equal to Twenty-Five Thousand and No/100 Dollars ($25,000.00) and (ii) all outstanding Expenses, if any, and any and all Expenses associated
with this Amendment; and


 


(c) Execution
and/or delivery of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the
Existing Loan Documents.


 


6. Ratification
of Existing Loan Documents. Except as expressly set forth herein, all of the terms and conditions of the Credit Agreement and Existing
Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Credit Agreement
shall mean the Credit Agreement as modified by this Amendment.


 


7. Release.
By execution of this Amendment, Borrower acknowledges and confirms that it does not have any offsets, defenses or claims arising out
of or relating to this Amendment, the Credit Agreement or the Existing Loan Documents against Lender, or any of its subsidiaries, affiliates,
officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. To the extent
that such offsets, defenses or claims may exist, each Borrower, for itself and its successors, assigns, parents, subsidiaries, affiliates,
predecessors, employees, agents, heirs and executors, as applicable (collectively, “Releasors”), jointly and severally,
release and forever discharge Lender and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors,
successors and assigns, both present and former (collectively, the “Lender Affiliates”) of and from any and all manner
of actions, causes of action, torts, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, asserted
or unasserted, in law or in equity, arising out of or relating to this Amendment, the Credit Agreement and the Existing Loan Documents
which Releasors ever had or now have against the Lender and/or Lender Affiliates, including, without limitations, any presently existing
claim or defense whether or not presently suspected, contemplated or anticipated.


 




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8. Security
Interest. Each Borrower hereby confirms and agrees that all security interests and liens granted to Lender continue in full force
and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor
of Lender and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity, priority and extent of
Lender’s existing security interest in and liens upon the Collateral.


 


9. GOVERNING
LAW. THIS AMENDMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED WITHOUT
THE AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE DRAFTSMAN.


 


10. Counterparts.
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such
counterparts together shall constitute one and the same respective agreement. Signature by facsimile or other electronic means shall
bind the parties hereto.


 


[SIGNATURE
PAGES FOLLOW]


 




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Signature
Page to Waiver and First Amendment to Credit Agreement


 


IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


 


	BORROWERS
    AND CORPORATE GUARANTORS:

     

    Address
    for notices to Borrowers:

     

    5115
    East SR 64

    Bradenton,
    LF 34208

    Attn:
    G. Shayne Bench

    Email:
    ShayneBench@TrilliumHCG.com

    Phone:
    941-539-5476

    Fax:
    941-751-2135
	TRILLIUM
    HEALTHCARE GROUP, LLC

    FAIRWAY
    HEALTHCARE PROPERTIES, LLC

    TRILLIUM
    HEALTHCARE CONSULTING, LLC

    IANE
    PROPERTIES I, LLC

    IANE
    PROPERTIES II, LLC 

    GREENSIDE
    HEALTHCARE PROPERTIES, LLC 

    FAIR
    OAKS RCF, LLC

    CREST
    HAVEN CARE CENTER, LLC

    PREMIER
    ESTATES 503, LLC

    ELMWOOD
    CARE CENTER, LLC

    ELMWOOD
    PE, LLC

    PREMIER
    ESTATES 509, LLC

    PREMIER
    ESTATES 507, LLC

    PREMIER
    ESTATES 505, LLC

    ROCK
    RAPIDS CARE CENTER, LLC

    ROCK
    RAPIDS PE, LLC

    PREMIER
    ESTATES 511, LLC

    PREMIER
    ESTATES 502, LLC

    PREMIER
    ESTATES 504, LLC

    PREMIER
    ESTATES 506, LLC

    NEW
    HAMPTON CARE CENTER, LLC

    PREMIER
    ESTATES OF MUSCATINE, LLC

    PREMIER
    ESTATES 508, LLC

    PREMIER
    ESTATES OF TOLEDO, LLC

    SUNNY
    KNOLL CARE CENTER, LLC

    PREMIER
    ESTATES 510, LLC

    NORTH
    PLATTE CARE CENTER, LLC

    NORTH
    PLATTE PE, LLC

    PREMIER
    ESTATES OF CRETE, LLC

    PREMIER
    ESTATES OF FREMONT, LLC

    PREMIER
    ESTATES OF KENESAW, LLC

    PREMIER
    ESTATES OF PAWNEE, LLC

    PREMIER
    ESTATES OF PIERCE, LLC

    PREMIER
    ESTATES OF WEST POINT, LLC

    REHABILITATION
    CENTER AT PARK PLACE, LLC

    PREMIER
    ESTATES OF DUBLIN, LLC

    

    



 


	 	By:	/s/
    G. Shayne Bench
	 	Name:	G.
    Shayne Bench

    

	 	Title:	Treasurer


 


	 	As
    Treasurer of each of the above entities and, in such capacity, intending by this signature to legally bind each of the above entities


 




    	 



     


    

 


Signature
Page to Waiver and First Amendment to Credit Agreement


 


	WITHDRAWING
    BORROWERS:

     
	PREMIER
    ESTATES 520, LLC

    PREMIER
    ESTATES 521, LLC

    PREMIER
    ESTATES 522, LLC

    PREMIER
    ESTATES 523, LLC

    PREMIER
    ESTATES 524, LLC

    PREMIER
    ESTATES 525, LLC

    PREMIER
    ESTATES 526, LLC

    

    

    






 


	 	By:	/s/
    G. Shayne Bench
	 	Name:	G.
    Shayne Bench
	 	Title:	Treasurer








 


	 	As
    Treasurer of each of the above entities and, in such capacity, intending by this signature to legally bind each of the above entities
















 




    	 



     


    




 


Signature
Page to Waiver and First Amendment to Credit Agreement


 





	LENDER:	GEMINO HEALTHCARE FINANCE, LLC, a

                                                                     Delaware limited liability company
 

	 	 	 
	Address
for notices to Lender:	 	 
	 	By:	/s/
    Stacy L. Allen
	One
    International Plaza, Suite 220	Name:	Stacy
    L. Allen
	Philadelphia,
    PA 19113	Title:	Executive
    Vice President
	Thomas
    Schneider, CEO	 	 
	P:
    (610) 870-5403	 	 
	F:
    (610) 870-5401	 	 
	Email:
    tom.schneider@gemino.com	 	 





 








    	 



     


    

 


ANNEX
A


 


BORROWERS





 


1.
Fair Oaks RCF, LLC


2.
Crest Haven Care Center, LLC


3.
Premier Estates 503, LLC


4.
Elmwood Care Center, LLC


5.
Elmwood PE, LLC


6.
Premier Estates 509, LLC


7.
Premier Estates 507, LLC


8.
Premier Estates 505, LLC


9.
Rock Rapids Care Center, LLC


10.
Rock Rapids PE, LLC


11.
Premier Estates 511, LLC


12.
Premier Estates 502, LLC


13.
Premier Estates 504, LLC


14.
Premier Estates 506, LLC


15.
New Hampton Care Center, LLC


16.
Premier Estates of Muscatine, LLC


17.
Premier Estates 508, LLC


18.
Premier Estates of Toledo, LLC


19.
Sunny Knoll Care Center, LLC


20.
Premier Estates 510, LLC


21.
North Platte Care Center, LLC


22.
North Platte PE, LLC


23.
Premier Estates of Crete, LLC


24.
Premier Estates of Fremont, LLC


25.
Premier Estates of Kenesaw, LLC


26.
Premier Estates of Pawnee, LLC


27.
Premier Estates of Pierce, LLC


28.
Premier Estates of West Point, LLC


29.
Rehabilitation Center at Park Place, LLC


30.
Premier Estates of Dublin, LLC


31.
Premier Estates 520, LLC


32.
Premier Estates 521, LLC


33.
Premier Estates 522, LLC


34.
Premier Estates 523, LLC


35.
Premier Estates 524, LLC


36.
Premier Estates 525, LLC


37.
Premier Estates 526, LLC