Unassociated Document


    

      
        

      

    

    
 

    EIGHTH
AMENDMENT TO CONSOLIDATED

    AMENDED
AND RESTATED MASTER LEASE

    


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

     

    B.           The
State of Arkansas has filed suit in the Circuit Court of Garland County,
Arkansas (the “Court”) to condemn
the real property described in Schedule 1 to this
Amendment (the “Condemned
Property”).

     

    C.           Pursuant
to a Consent Judgment among Lessee, Lessor and the State of Arkansas, Lessee and
Lessor have consented to such condemnation.

     

    D.           Lessor
and Lessee desire to delete the Condemned Property from the definition of “Land”
in the Master Lease.

     

    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 Master Lease.  From and after the date of
this Amendment, each reference in the Existing Master Lease or the other
Transaction Documents to the “Lease” or “Master Lease” means, as applicable, the
Existing Master Lease as modified by this Amendment.

     

    2. Condemned
Property.  Effective upon the entry by the Court of the Consent
Judgment, Exhibit
A-9 to the Existing Master Lease is amended and restated in its entirety
by Exhibit A-9
to this Amendment such that the Condemned Property is deleted from the real
property defined as the “Land” in the Master Lease and is no longer covered by
the Master Lease.

     

    3. 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; and (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.

     

    4. 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.

     

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

     

    6. 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]

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          Signature
Page to

          EIGHTH
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 24th day of March,
2009, by Daniel Booth, the COO of STERLING ACQUISITION CORP., a Kentucky
corporation, on behalf of said company.

    


    Judith A.
Jacobs                                                      

    Notary Public, Baltimore County,
MD

    My commission expires:  May
12, 2012

    


    



    
      
        
          Signature
Page 1 of 2

        

         


      

      
         


        
          

        

      

      
         


        
          Signature
Page to

          EIGHTH
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 25th day of March, 2009, by Glynn
Riddle, the EVP & CFO of DIVERSICARE LEASING CORP., a Tennessee corporation,
on behalf of said company

    


    


    Jacqueline S.
Reed                                                      

    Notary Public, Tenn. County,
Williamson

    My commission expires:
1/24/2010

    


    


    



    
      
        
          Signature
Page 2 of
2

        

         


      

      
         


        
          

        

      

      
         


        
          Acknowledgment
to

          EIGHTH
AMENDMENT TO CONSOLIDATED

          AMENDED
AND RESTATED MASTER LEASE

          


          


        

      

    


    The
undersigned hereby consent to the transactions contemplated by this Eighth
Amendment to Consolidated Amended and Restated Master Lease (the “Seventh 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 Seventh
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 25th day of March, 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.

    


    


    Jacqueline S.
Reed                                                      

    Notary
Public, Tenn. County, Williamson

    My
Commission Expires: 1/24/2010

    


    


    


    



    
      
        
          Acknowledgment
Page 1 of 5

        

         


      

      
         


        
          

        

      

      
         


        
          Acknowledgment
to

          EIGHTH
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 25th day of March, 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.

    


    


    Jacqueline S.
Reed                                                      

    Notary
Public, Tenn. County, Williamson

    My
Commission Expires: 1/24/2010

    


    


    


    


    


    



    
      
        
          Acknowledgment
Page  2 of 5

        

         


      

      
         


        
          

        

      

      
         


        
          Acknowledgment
to

          EIGHTH
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 25th day of March, 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.

    


    


    Jacqueline S.
Reed                                           

    Notary
Public, Tenn. County, Williamson

    My
Commission Expires: 1/24/2010

    


    


    


    


    


    



    
      
        
          Acknowledgment
Page 3 of 5

        

         


      

      
         


        
          

        

      

      
         


        
          Acknowledgment
to

          EIGHTH
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 25th day of March,
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.

    


    


    Jacqueline S.
Reed                                                      

    Notary
Public, Tenn. County, Williamson

    My
Commission Expires: 1/24/2010

    


    


    


    


    



    
      
        
          Acknowledgment
Page 4 of 5

        

         


      

      
         


        
          

        

      

      
         


        
          Acknowledgment
to

          EIGHTH
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

    


    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 25th
day of March, 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, and
DIVERSICARE TREEMONT, 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.

    


    


    Jacqueline S.
Reed                                                      

    Notary
Public, Tenn. County, Williamson

    My
Commission Expires: 1/24/2010

    


    



    
      
        
          Acknowledgment
Page 5 of 5

        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
and Schedules to

          EIGHTH
AMENDMENT TO CONSOLIDATED

          AMENDED
AND RESTATED MASTER LEASE

          


        

      

    


    Schedule
1

    


    Condemned
Property

    


    Part of
the Northeast Quarter of the Northeast Quarter of Section 22, Township 3 South;
Range 19 West, Garland County, Arkansas, more particularly described as
follows:

    


    Commencing
at a 2 inch pipe being used as the Northeast sixteenth corner of Section 22:
thence North 01° 24’
08” East along the West line of the Northeast Quarter of the Northeast Quarter
of Section 22 a distance of 517.69 feet to a point on the Northwesterly
prescriptive right of way line of Arkansas State Highway 128 as established by
Affidavit from AHTD dated December 15, 2004; thence in a Northeasterly direction
along said right of way line on a curve to the right having a radius of 425.84
feet a distance of 4.26 feet having a chord bearing of North 62° 38’ 50” East a distance of
4.26 feet to a point; thence North 62° 56’ 01” East along said
right of way line a distance of 109.43 feet to a point; thence North 64° 00’ 24” East along said
right of way line a distance of 298.50 feet to a point on the Northwesterly
right of way line of Arkansas State Highway 128 as established by AHTD Job
061137 for the POINT OF BEGINNING; thence North 10° 56' 53" East along said
right of way line a distance of 49.99 feet to a point; thence North 66° 27' 15" East along said
right of way line a distance of 240.21 feet to a point; thence South 65° 51' 16" East along said
right of way line a distance of 38.96 feet to a point on the Northwesterly
prescriptive right of way line of Arkansas State Highway 128 as established by
Affidavit from AHTD dated December 15, 2004; thence South 64° 10' 43" West along said
right of way line a distance of 68.93 feet to a point; thence South 64° 00' 24" West along said
right of way line a distance of 226.07 feet to the point of beginning and
containing 0.21 acres more or less as shown on plans prepared by the AHTD
referenced as Job 061137.

    


    End of
Description


    
      
        
          Schedule
1 – Page 1 of 1

        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
and Schedules to

          EIGHTH
AMENDMENT TO CONSOLIDATED

          AMENDED
AND RESTATED MASTER LEASE

          


        

      

    


    EXHIBIT
A-9

    


    DESCRIPION
OF LAND

    


    Name of
Facility:                
Garland Nursing and Rehabilitation Center

    


    Facility
Address:                
610 Carpenter Dam Road

    Hot Springs, Arkansas
71901

    


    Name of
Facility:                   Garland
Village Apartments

    


    Facility
Address:                  600
Carpenter Dam Road

    Hot Springs, Arkansas
71901

    


    Legal
Description:

    


    Garland Nursing and
Rehabilitation Center

    


    A part of
the NE 1⁄4 NE 1⁄4 of Section 22, Township 3 South, Range 19 West, Garland County,
Arkansas, and more particularly described as follows: Commence at the Northwest
corner of the said NE 1⁄4 NE 1⁄4 of Section 22; thence South along the West line of
said NE 1⁄4 NE 1⁄4 a distance of 281 feet to the point of beginning; thence East 402
feet; thence South 295 feet to the North right-of-way of State Highway No. 128;
thence South 63 degrees 25 minutes West along said right-of-way 450 feet to the
West line of said NE 1⁄4 NE 1⁄4; thence North 500 feet to the point of beginning.
LESS AND EXCEPT the following three tracts of land:

    


    Tract
A:  Begin at the Northwest corner of the said NE 1⁄4 NE 1⁄4; thence East
along the North line thereof a distance of 1,231.5 feet to the West right-of-way
line of State Highway No. 128, which is the point of beginning; thence West 10
feet; thence Southwesterly along a line which is parallel to and Northwesterly a
distance of 10 feet from said West right-of-way line of State Highway No. 128,
as presently located, a distance of 1,515 feet, more or less, to a point on the
West line of the said NE 1⁄4 NE 1⁄4 which is 10 feet more or less from said West
right-of-way line; thence South along the West line of said NE 1⁄4 NE 1⁄4 to the
West right-of-way line; thence Northeasterly along said West right-of-way line a
distance of 1,545.50 feet to the point of beginning; being a strip of ground 10
feet wide and adjacent to the West right-of-way of Sate Highway No. 128 (also
known as Carpenter Dam Road) which is the Southeasterly 10 feet of the total
tract of real property described in Deeds appearing in Deed Book 919 at Pages
42, 43, 45, 46, 47, 231 and 232, all in the records of the Circuit Clerk and
Ex-Officio Recorder of Garland County, Arkansas.

    


    Tract
B:  Commence at the Northwest corner of the said NE 1⁄4 NE 1⁄4; thence
South along the West line of said NE 1⁄4 NE 1⁄4 a distance of 281.0 feet; thence
East 300 feet to the point of beginning; thence continue East 102 feet; thence
South 211.69 feet; thence South 62 degrees 23 minutes West 31.76 feet; thence
North 27 degrees 52 minutes West 158.0 feet; thence North 86.76 feet to the
point of beginning.

    


    TRACT NO.
C

    Part of
the Northeast Quarter of the Northeast Quarter of Section 22, Township 3 South;
Range 19 West, Garland County, Arkansas, more particularly described as
follows:

    


    Commencing
at a 2 inch pipe being used as the Northeast sixteenth corner of Section 22:
thence North 01° 24’
08” East along the West line of the Northeast Quarter of the Northeast Quarter
of Section 22 a distance of 517.69 feet to a point on the Northwesterly
prescriptive right of way line of Arkansas State Highway 128 as established by
Affidavit from AHTD dated December 15, 2004; thence in a Northeasterly direction
along said right of way line on a curve to the right having a radius of 425.84
feet a distance of 4.26 feet having a chord bearing of North 62° 38’ 50” East a distance of
4.26 feet to a point; thence North 62° 56’ 01” East along said
right of way line a distance of 109.43 feet to a point; thence North 64° 00’ 24” East along said
right of way line a distance of 298.50 feet to a point on the Northwesterly
right of way line of Arkansas State Highway 128 as established by AHTD Job
061137 for the POINT OF BEGINNING; thence North 10° 56' 53" East along said
right of way line a distance of 49.99 feet to a point; thence North 66° 27' 15" East along said
right of way line a distance of 240.21 feet to a point; thence South 65° 51' 16" East along said
right of way line a distance of 38.96 feet to a point on the Northwesterly
prescriptive right of way line of Arkansas State Highway 128 as established by
Affidavit from AHTD dated December 15, 2004; thence South 64° 10' 43" West along said
right of way line a distance of 68.93 feet to a point; thence South 64° 00' 24" West along said
right of way line a distance of 226.07 feet to the point of beginning and
containing 0.21 acres more or less as shown on plans prepared by the AHTD
referenced as Job 061137.

    


    Garland Village
Apartments

    


    A part of
the NE 1⁄4 NE 1⁄4 of Section 22, Township 3 South, Range 19 West, Garland County,
Arkansas, and more particularly described as follows:

    


    Commence
at the Northwest corner of the said NE 1⁄4 NE 1⁄4 of Section 22; thence South 281.0
feet; thence East 300.0 feet to the point of beginning; thence North 15 feet;
thence East 218 feet; thence South 166 feet; thence South 62 degrees 23 minutes
West 162.69 feet; thence North 27 degrees 52 minutes West 158.0 feet; thence
North 86.74 feet to the point of beginning.

    


    All being
the same property conveyed to Omega Healthcare Investors, Inc. by Warranty Deed
from Diversicare Corporation of America – Arkansas recorded in Record Book 1452,
Page 735, Circuit Clerk and Ex-Officio Recorder, Garland County, Arkansas; and
further conveyed to Sterling Acquisition Corp., a Kentucky corporation, by
General Warranty Deed recorded in Book 2005, Pages 932-935 in the Office of the
Circuit Clerk and Ex-Officio Recorder, Garland County, Arkansas; provided that
Tract C above was conveyed to the State of Arkansas pursuant to a Consent
Judgment entered in the Circuit Court for the County of Garland, State of
Arkansas, and recorded in Book ____, Page ___ in the Office of the Circuit Clerk
and Ex-Officio Recorder, Garland County, Arkansas.