Exhibit 10.25
14930096
10-25-12
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT dated as of October 26, 2012 (this "Agreement"), is
entered into by and among ADK THOMASVILLE OPERATOR, LLC ("Borrower 1"), ADK
LUMBER CITY OPERATOR, LLC ("Borrower 2"), ADK JEFFERSONVILLE OPERATOR, LLC
("Borrower 3"), ADK LAGRANGE OPERATOR, LLC ("Borrower 4"), ADK POWDER SPRINGS
OPERATOR, LLC ("Borrower 5"), ADK OCEANSIDE OPERATOR, LLC ("Borrower 6"), ADK
THUNDERBOLT OPERATOR, LLC ("Borrower 7"), ADK SAVANNAH BEACH OPERATOR, LLC
("Borrower 8"), ATTALLA NURSING ADK, LLC ("Borrower 9"), MOUNTAIN TRACE NURSING
ADK, LLC, an Ohio limited liability company ("Borrower 10"), MT. KENN NURSING,
LLC ("Borrower 11"), ERIN NURSING, LLC ("Borrower 12"), CP NURSING, LLC
("Borrower 13"), BENTON NURSING, LLC ("Borrower 14"), VALLEY RIVER NURSING, LLC
("Borrower 15"), PARK HERITAGE NURSING, LLC ("Borrower 16"), HOMESTEAD NURSING,
LLC ("Borrower 17"), WOODLAND MANOR NURSING, LLC ("Borrower 18"), MOUNTAIN VIEW
NURSING, LLC ("Borrower 19"), NORTHRIDGE HC&R NURSING, LLC ("Borrower 20"),
LITTLE ROCK HC&R NURSING, LLC ("Borrower 21"), WOODLAND HILLS HC NURSING, LLC
("Borrower 22"), APH&R NURSING, LLC ("Borrower 23"), GLENVUE H&R NURSING, LLC
("Borrower 24"), and COOSA NURSING ADK, LLC ("Borrower 25"), each a Georgia
limited liability company except as hereinabove set forth (collectively,
"Borrowers"), ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the "Guarantor")
(the Borrowers and the Guarantor being sometimes referred to herein collectively
as the "Borrower/Guarantor Parties"), and THE PRIVATEBANK AND TRUST COMPANY, an
Illinois banking corporation ("Lender").
RECITALS
A.
The Borrower/Guarantor Parties and the Lender heretofore entered
into the following documents (collectively, the "Documents"):
(i)
Loan and Security Agreement dated as of September 20, 2012 (the
"Loan Agreement"), by and between the Borrowers and the Lender.
(ii)
Promissory Note dated September 20, 2012 (the "Note"), from the
Borrowers to the Lender in the principal amount of $10,600,000.
(iii)
Guaranty of Payment and Performance dated as of September 20,
2012, by the Guarantor to and for the benefit of the Lender.
B.
The parties desire to make certain modifications and amendments to
the Documents, as more fully provided for herein, all as modifications,
amendments and continuations of, but not as novations of, the Documents.
AGREEMENTS
In consideration of the premises and the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1.
Recitals Part of Agreement; Defined Terms.
(a)
The foregoing Recitals are hereby incorporated into and made a
part of this Agreement.
(b)
All capitalized terms used and not otherwise defined in this
Agreement shall have the meanings set forth in the Loan Agreement.
Section 2.
Change in Definition of Application.
The defined term
"Application" in Section 1.1 of the Loan Agreement is hereby modified and
amended in its entirety to read as follows effective as of the date of this
Agreement, with the existing defined term to continue to be effective for
periods prior to the date of this Agreement:
Application:
One or more Applications for Irrevocable Standby Letters of Credit
which either originally or after the joinder