Exhibit 10.138
20718958.3
09-02-15
ELEVENTH MODIFICATION AGREEMENT
THIS ELEVENTH MODIFICATION AGREEMENT dated as of September 2, 2015 (this
"Agreement"), is entered into by and among ADK LUMBER CITY OPERATOR, LLC
("Borrower 2"), ADK LAGRANGE OPERATOR, LLC ("Borrower 4"), ADK POWDER SPRINGS
OPERATOR, LLC ("Borrower 5"), ADK THUNDERBOLT OPERATOR, LLC ("Borrower 7"),
ATTALLA NURSING ADK, LLC ("Borrower 9"), MOUNTAIN TRACE NURSING ADK, LLC, an
Ohio limited liability company ("Borrower 10"), 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"), MOUNTAIN VIEW NURSING, LLC
("Borrower 19"), LITTLE ROCK HC&R NURSING, LLC ("Borrower 21"), COOSA NURSING
ADK, LLC ("Borrower 25"), and QC NURSING, LLC ("Borrower 26"), each a Georgia
limited liability company except as hereinabove set forth (the "Borrowers"),
ADCARE HEALTH SYSTEMS, INC., a Georgia 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 among the Borrowers named therein and the Lender.
(ii)
Promissory Note dated September 20, 2012 (the "Note"), from the
Borrowers named therein to the Lender in the principal amount as amended
effective April 1, 2015, of $6,000,000, and in the principal amount as amended
effective August 1, 2015, of $5,750,000.
(iii)
Guaranty of Payment and Performance dated as of September 20, 2012, by
the Guarantor to and for the benefit of the Lender.
(iv)
Pledge Agreement dated as of April 16, 2015 (the "Pledge Agreement"), by
the Guarantor to and for the benefit of the Lender.
B.
The parties previously entered into following documents (the "Previous
Modifications") which modified and amended or contained additional agreements
concerning the Documents (all of which modifications, amendments and additional
agreements are referred to herein as "Amending" the Documents): (i) the
Modification Agreement dated as of October 26, 2012; (ii) the Memorandum of
Agreement dated January 25, 2013 (the "Second Modification"); (iii) the Third
Modification Agreement dated as of September 30, 2013 (the "Third
Modification");
(iv) the Fourth Modification Agreement dated as of November 26, 2013; (v) the
Fifth Modification Agreement dated as of July 22, 2014; (vi) the Sixth
Modification Agreement dated as of September 24, 2014 (the "Sixth
Modification"); (vii) the Seventh Modification Agreement dated as of December
17, 2014 (the "Seventh Modification"); (viii) the Pledge Agreement; (ix) the
Eighth Modification Agreement dated as of April 1, 2015 (the "Eighth
Modification"); (x) the Ninth Modification Agreement dated as of May 1, 2015
(the "Ninth Modification"); and (xi) the Tenth Modification Agreement dated as
of July 30, 2015 (the "Tenth Modification").
C.
Borrower 20, Borrower 22 and Borrower 23 (as defined in the Second
Modification) were released from their respective obligations under the
Documents pursuant to