EX-10.60







Exhibit 10.60




THIRD AMENDMENT TO LOAN AGREEMENT




     This Third Amendment to Loan Agreement (this “Amendment”), dated as of December 12, 2008,
is by and among those certain entities set forth on Schedule 1 hereto, which are
signatories hereto (such entities individually and collectively, the “Borrower”), and BANK
OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank National
Association (together with its successors and assigns, the “Lender”).



RECITALS




     A. Borrower and Lender are parties to that certain Loan Agreement dated as of August 10, 2007 (as
amended, restated, supplemented and otherwise modified, the “Loan Agreement”).



     B. The parties hereto desire to amend certain terms and provisions of the Loan Agreement on the
terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable
consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties
hereto (intending to be legally bound) hereby agree as follows:



     1. Definitions. Terms capitalized herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement, as amended hereby.



     2. Amendments to Loan Agreement. Subject to the terms and conditions contained
herein, the Borrower and the Lender hereby amend the Loan Agreement as follows:



          (a) Section 1.1 of the Loan Agreement is hereby amended to add the following new terms in
appropriate alphabetical order:





‘ACH Transactions’ means any cash management or related services (including the
Automated Clearing House processing of electronic fund transfers through the direct Federal
Reserve Fedline system) provided by Lender for the account of Borrower or its Subsidiaries.




‘Available Beds’ means Parent’s licensed beds minus Parent’s beds removed
from service. The definition of ‘Available Beds’ used herein shall at all times be
consistent with the definition of ‘Available Beds’ in Parent’s filings with the United
States Securities and Exchange Commission, unless otherwise agreed to in writing by the
Lender. The Borrower and Lender agree that as of November ___, 2008, the number of Available
Beds is equal to [5,296].




‘Bank Product’ means any of the following financial accommodations extended to
Borrower or its Subsidiaries by Lender: (a) ACH Transactions, (b) cash and treasury
management, including controlled disbursement, accounts or services or (c) transactions
under Hedging Agreements.



 









 






‘Bank Product Agreements’ means those agreements entered into from time to time by
Borrower or its Subsidiaries with Lender in connection with the obtaining of any of the Bank
Products.




‘Bank Product Obligations’ means (a) all obligations, liabilities, reimbursement
obligations, fees, or expenses owing by Borrower or its Subsidiaries to Lender pursuant to
or evidenced by a Bank Product Agreement and irrespective of whether for the payment of
money, whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising.




‘Maintenance Capital Expenditures’ means, as of any date of determination, an amount
equal to the lesser of (a) actual Capital Expenditures and (b) an amount equal to (i) the
number of Available Beds as of such date of determination multiplied by (ii) $600.”



          (b) The definition of “Financing Agreements” set forth in Section 1.1 of the Loan Agreement is
hereby amended to delete the reference to “any Hedging Agreement, the Certificates and the Master
Letter of Credit Agreement” and substitute in lieu thereof a reference to “the Certificates, the
Master Letter of Credit Agreement, any Hedging Agreement and any other Bank Product Agreement.”




          (c) The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the Loan
Agreement is hereby amended to delete the reference to “Net Capital Expenditures” and substitute
in lieu thereof a reference to “Maintenance Capital Expenditures.”




          (d) The definition of “Indebtedness” set forth in Section 1.1 of the Loan Agreement is hereby
amended to delete the reference to “Hedging Obligations” and substitute in lieu thereof a reference
to Bank Product Obligations. Each other Financing Agreement is hereby amended to delete any
reference to “Hedging Obligation” (or the plural thereof, as applicable) therein and substitute in
lieu thereof a reference to “Bank Product Obligation” (or the plural thereof, as applicable).




          (e) The definition of “Liabilities” set forth in Section 1.1 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:





“‘Liabilities’ means any and all of each of the Borrower’s liabilities, obligations
and Indebtedness to the Lender of any and every kind and nature, whether heretofore, now or
hereafter owing, arising, due or payable and howsoever evidenced, created, incurred,
acquired, or owing, whether primary, secondary, direct, indirect, contingent, absolute,
fixed or otherwise (including, without limitation, payments of or for principal, interest,
fees, costs, expenses, and/or indemnification, and obligations of performance) and whether
arising or existing under written agreement, oral agreement, or by operation of law,
including, without limitation, all of each Borrower’s Indebtedness, liabilities and
obligations to the Lender under this Agreement (whether relating to any of the Loans or
otherwise and including, without limitation, all of each Borrower’s Bank Product
Obligations) or the Financing Agreements to which Borrower is a party, and any
refinancings, substitutions, extensions, renewals, replacements and modifications for or of
any or all of the foregoing.”



 









 





          (f) Section 1.1 of the Loan Agreement is hereby amended to delete the definitions of “Hedging
Obligation” and “Net Capital Expenditures,” each in its entirety.




     3. Conditions Precedent. The amendment contained in Section 2 hereof is subject to,
and contingent upon, the prior or contemporaneous satisfaction of the following conditions
precedent:



          (a) The Borrower and Lender shall have executed and delivered to each other this Amendment,
and




          (b) The Lender shall have received a Reaffirmation of Guaranty by Guarantor in form and
substance satisfactory to the Lender in its sole and absolute discretion;




          (c) The Lender shall have received a Reaffirmation of each Pledge Agreement by the respective
Pledgors, each in form and substance satisfactory to the Lender in its sole and absolute
discretion;




          (d) The Borrower shall have paid to the Lender an amendment fee in the amount of $75,000 which
fee shall be nonrefundable and deemed fully earned as of the date hereof; and




          (e) The Lender shall have received, in form and substance reasonably satisfactory to the
Lender, all consents, agreements, and other documents which Lender may at any time reasonably
request.




     4. Termination of Waiver. Effective as of the date hereof, the “Conditional Waiver”
(as such term is defined in that certain Limited Waiver dated November 3, 2008, by and among the
Borrower and Lender) is hereby revoked. On and after the date hereof the Borrower shall be
required to comply in full with the Minimum Fixed Charge Coverage Ratio set forth in Section
9.12(a) of the Loan Agreement.



     5. Reference to and Effect on the Loan Agreement.



          (a) Except as otherwise expressly provided herein, the Loan Agreement and all of the other
Financing Agreements shall remain unmodified and continue in full force and effect and are hereby
ratified and confirmed.




          (b) Except as otherwise expressly provided herein, the execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of: (i) any right, power or remedy of the Lender
under the Loan Agreement or any of the other Financing Agreements, or (ii) any Default or Event of
Default under the Loan Agreement.




     6. Costs, Expenses and Taxes. Without limiting the obligation of the Borrower to
reimburse the Lender for costs, fees, disbursements and expenses incurred by the Lender as
specified in the Loan Agreement, the Borrower agrees to pay on demand all reasonable costs, fees,
disbursements and expenses of the Lender in connection with the preparation, execution and delivery
of this Amendment and the other agreements, instruments and documents



 









 







contemplated hereby,
including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses.



     7. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants to the Lender, which representations and warranties shall survive the execution and
delivery hereof, that on and as of the date hereof and after giving effect to this Amendment:



          (a) The Borrower has the requisite power and authority to execute, deliver and perform its
obligations under this Amendment. This Amendment has been duly authorized by all necessary action
of the Borrower. This Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect
of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’
rights generally and general principles of equity;




          (b) The Borrower’s representations set forth in the Loan Agreement and in the Financing
Agreements are true, correct and complete on and as of the date hereof; and




          (c) No Default or Event of Default has occurred and is continuing.




     8. Release by the Borrower. In further consideration of the Lender’s execution of
this Waiver, the Borrower (on behalf of itself and its directors, officers, managers, members,
employees, successors and assigns) hereby forever remises, releases, acquits, satisfies and forever
discharges the Lender and its successors, assigns, affiliates, officers, employees, directors,
agents and attorneys (collectively, the “Releasees”) from any and all claims, demands,
liabilities, disputes, damages, suits, controversies, penalties, fees, costs, expenses, actions and
causes of action (whether at law or in equity) and obligations of every nature whatsoever, whether
liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the
Borrower (or any of its directors, officers, managers, members, employees, successors or assigns)
ever had or now has against or seek from any or all of the Releasees, that arise from or relate to
any actions, omissions, conditions, events or circumstances prior to the date hereof, including,
without limitation, with respect to the Liabilities, any Collateral, the Loan Agreement, and/or any
of the other Financing Agreements.



     9. Reference to Loan Agreement; No Waiver.



          (a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this
Loan Agreement,” “this Agreement”, “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Loan Agreement as amended hereby. The term “Financing Agreements”
as defined in Section 1.1 of the Loan Agreement shall include (in addition to the Financing
Agreements described in the Loan Agreement) this Amendment and any other agreements, instruments or
other documents executed in connection herewith.




          (b) The Lender’s failure, at any time or times hereafter, to require strict performance by the
Borrower of any provision or term of the Loan Agreement, this Amendment or the other Financing
Agreements shall not waive, affect or diminish any right of the Lender hereafter to demand strict
compliance and performance herewith or therewith. Any suspension or waiver by the Lender of a
breach of this Amendment or any Event of Default under the Loan


 









 







Agreement shall not, except as
expressly set forth herein, suspend, waive or affect any other breach of this Amendment or any
Event of Default under the Loan Agreement, whether the same is prior or subsequent thereto and
whether of the same or of a different kind or character. None of the undertakings, agreements,
warranties, covenants and representations of the Borrower contained in this Amendment, shall be
deemed to have been suspended or waived by the Lender unless such suspension or waiver is: (i) in
writing and signed by the Lender, and (ii) delivered to the Borrower. In no event shall the
Lender’s execution and delivery of this Amendment establish a course of dealing among the Lender,
the Borrower or any other obligor or in any other way obligate the Lender to hereafter provide any
amendments or waivers with respect to the Loan Agreement. The terms and provisions of this
Amendment shall be limited precisely as written and shall not be deemed: (A) to be a consent to a
modification (except as expressly provided herein) or waiver of any other term or condition of the
Loan Agreement or of any other Financing Agreement, or (B) to prejudice any right or remedy that
the Lender may now have under or in connection with the Loan Agreement or any of the other
Financing Agreements.




     10. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Lender and each of the other parties hereto and their respective successors and
assigns; provided, however, the Borrower may not assign this Amendment or any of the Borrower’s
rights hereunder without the Lender’s prior written consent. Any prohibited assignment of this
Amendment shall be absolutely null and void. This Amendment may only be amended or modified by a
writing signed by the Lender and the Borrower.



     11. Severability; Construction. Wherever possible, each provision of this Amendment
shall be interpreted in such a manner so as to be effective and valid under applicable law, but if
any provision of this Amendment is held to be prohibited by or invalid under applicable law, such
provision or provisions shall be ineffective only to the extent of such provision and invalidity,
without invalidating the remainder of this Amendment. The term “Borrower” as used herein shall
mean either one or more particular Borrowers or all of the Borrowers collectively as the Lender
shall determine in its sole and absolute good faith discretion.



     12. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Illinois, and the rights and obligations of the parties hereunder shall be
construed in accordance with and be enforced and governed by the internal laws of the State of
Illinois, without regard to conflict of law or choice of law principles.



     13. Counterparts; Facsimile or Other Electronic Transmission. This Amendment may be
executed in one or more counterparts, each of which taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or other
electronic transmission shall be equally as effective as delivery of a manually executed
counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile or other electronic transmission shall also deliver a manually executed counterpart
of this Amendment, but the failure to deliver a manually executed counterpart shall not affect the
validity, enforceability or binding effect of this Amendment.



***Signature Page Follows***




 









 





     IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to Loan Agreement to be
duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



DIVERSICARE MANAGEMENT

SERVICES CO., a Tennessee corporation,

as Borrower Agent

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its:  	Executive Vice President & Chief Financial

Officer 	 
	 
	 	ADVOCAT ANCILLARY SERVICES,

INC., a Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its:  	Executive Vice President & Chief Financial

Officer 	 
	 
	 	ADVOCAT FINANCE, INC., a Delaware

corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its:  	Executive Vice President & Chief Financial

Officer 	 
	 
	 	DIVERSICARE MANAGEMENT

SERVICES CO., a Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	       Executive Vice President & Chief Financial

Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADVOCAT DISTRIBUTION

SERVICES, INC., a Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	Executive Vice President & Chief Financial
Officer 	 
	 
	 	DIVERSICARE ASSISTED LIVING

SERVICES, INC., a Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	Executive Vice President & Chief Financial
Officer 	 
	 
	 	DIVERSICARE ASSISTED LIVING

SERVICES NC, LLC, a Tennessee limited

liability company

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	Executive Vice President & Chief Financial
Officer 	 
	 
	 	DIVERSICARE LEASING CORP., a

Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	 Executive Vice President & Chief Financial
Officer 	 
	 
	 	STERLING HEALTH CARE

MANAGEMENT, INC., a Kentucky corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	Name:  	Glynn Riddle 	 
	 	Its: 	 Executive Vice President & Chief Financial

Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 
	 	 	SENIOR CARE CEDAR HILLS, LLC, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	SENIOR CARE FLORIDA LEASING,

LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	DIVERSICARE LEASING

CORP., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENIOR CARE GOLFCREST, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	SENIOR CARE FLORIDA LEASING,

LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	DIVERSICARE LEASING

CORP., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENIOR CARE GOLFVIEW, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	SENIOR CARE FLORIDA LEASING,

LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	DIVERSICARE LEASING

CORP., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Its:
	 	Glynn Riddle

Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	SENIOR CARE FLORIDA LEASING,	 	 
	 	 	LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENIOR CARE SOUTHERN PINES,	 	 
	 	 	LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	SENIOR CARE FLORIDA LEASING,

LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	DIVERSICARE LEASING

CORP., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE AFTON OAKS, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE ASSISTED LIVING	 	 
	 	 	SERVICES NC I, LLC, a Delaware limited

liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE ASSISTED LIVING

SERVICES NC, LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE ASSISTED LIVING	 	 
	 	 	SERVICES NC II, LLC, a Delaware limited

liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE ASSISTED LIVING

SERVICES NC, LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE BRIARCLIFF, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE CHISOLM, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE HARTFORD, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE HILLCREST, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE LAMPASAS, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE PINEDALE, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE WINDSOR HOUSE,	 	 
	 	 	LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE YORKTOWN, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE BALLINGER, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE DOCTORS, LLC, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE ESTATES, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE HUMBLE, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE KATY, LLC, a Delaware	 	 
	 	 	limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE NORMANDY	 	 
	 	 	TERRACE, LLC, a Delaware limited

liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE TEXAS I, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Glynn Riddle	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Glynn Riddle	 	 
	 	 	Its:	 	Executive Vice President & Chief Financial

Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE TREEMONT, LLC, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE TEXAS I, LLC, its sole

member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glynn Riddle	 	 
	 

	 	 	 	Its:
	 	Executive Vice President & Chief

Financial Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	DIVERSICARE ROSE TERRACE, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BY:	 	DIVERSICARE LEASING CORP., its

sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Glynn Riddle	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Its:
	 	Glynn Riddle

Executive Vice President & Chief

Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Khuzaim Shakir	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Khuzaim Shakir	 	 
	 	 	 	 	Senior Vice President	 	 






 









 






SCHEDULE 1




BORROWERS




Advocat Ancillary Services, Inc.

Advocat Finance, Inc.

Diversicare Management Services Co.

Advocat Distribution Services, Inc.

Diversicare Assisted Living Services, Inc.

Diversicare Assisted Living Services NC, LLC

Diversicare Leasing Corp.

Sterling Health Care Management, Inc.

Senior Care Cedar Hills, LLC

Senior Care Golfcrest, LLC

Senior Care Golfview, LLC

Senior Care Florida Leasing, LLC

Senior Care Southern Pines, LLC

Diversicare Afton Oaks, LLC

Diversicare Assisted Living Services NC I, LLC

Diversicare Assisted Living Services NC II, LLC

Diversicare Briarcliff, LLC

Diversicare Chisolm, LLC

Diversicare Hartford, LLC

Diversicare Hillcrest, LLC,

Diversicare Lampasas, LLC

Diversicare Pinedale, LLC

Diversicare Windsor House, LLC

Diversicare Yorktown, LLC

Diversicare Ballinger, LLC

Diversicare Doctors, LLC

Diversicare Estates, LLC

Diversicare Humble, LLC

Diversicare Katy, LLC

Diversicare Normandy Terrace, LLC

Diversicare Texas I, LLC

Diversicare Treemont, LLC

Diversicare Rose Terrace, LLC

Diversicare Paris, LLC