Exhibit 10.136

 

THIRD AMENDED AND RESTATED REVOLVING NOTE

 


	
$7,500,000.00
    	
 
    	
Date: November 29, 2011   
    




 

FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promise to pay to GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company (the “Lender”), or its successors or assigns, the principal amount of each Revolving Loan from time to time made in accordance with the provisions of the Credit Agreement dated October 29, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement” the terms defined therein being used herein as therein defined), among the Borrowers and Lender.

 

The Borrowers promise to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Lender in Dollars in immediately available funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

 

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.

 

The Borrowers, for themselves, their successors and assigns, hereby waive diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

 

This Third Amended and Restated Revolving Note is an amendment and restatement of that certain Second Amended and Restated Revolving Note issued by certain of the Borrowers and AdCare Operations, LLC, in favor of Lender on June 2, 2011, in the maximum principal amount of $7,500,000 (the “Prior Note”).  This Revolving Note is not intended nor shall it be construed to be a novation or an accord and satisfaction of the indebtedness evidenced by the Prior Note.

 

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

 

[Remainder of Page Intentionally Left Blank]

 











 

Signature Page to Third Amended and Restated Revolving Note

 

	
 
    	
ADK   GEORGIA, LLC
    
	
 
    	
ADK   POWDER SPRINGS OPERATOR, LLC
    
	
 
    	
ADK   LUMBER CITY OPERATOR, LLC
    
	
 
    	
ADK   JEFFERSONVILLE OPERATOR, LLC
    
	
 
    	
ADK   LAGRANGE OPERATOR, LLC
    
	
 
    	
ADK   THOMASVILLE OPERATOR, LLC
    
	
 
    	
ADK   OCEANSIDE OPERATOR, LLC
    
	
 
    	
ADK   SAVANNAH BEACH OPERATOR, LLC
    
	
 
    	
ADK   THUNDERBOLT OPERATOR, LLC
    
	
 
    	
ATTALLA   NURSING ADK, LLC
    
	
 
    	
MOUNTAIN   TRACE NURSING ADK, LLC
    
	
 
    	
MT.   KENN NURSING, LLC
    
	
 
    	
ERIN   NURSING, LLC
    
	
 
    	
CP   NURSING, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Martin Brew
    
	
 
    	
 
    	
Martin   Brew, Chief Financial Officer