THIRD AMENDMENT TO
AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT
(this "Amendment") is entered into as of July 1, 2014, by and among THE
PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation ("Administrative
Agent") in its capacity as administrative agent for the Lenders (as defined
below), the Lenders and DIVERSICARE AFTON OAKS, LLC, DIVERSICARE BRIARCLIFF,
LLC, DIVERSICARE CHISOLM, LLC, DIVERSICARE HARTFORD, LLC, DIVERSICARE OF
CHANUTE, LLC, DIVERSICARE OF COUNCIL GROVE, LLC, DIVERSICARE OF HAYSVILLE, LLC,
DIVERSICARE OF SEDGWICK, LLC, DIVERSICARE OF LARNED, LLC, DIVERSICARE WINDSOR
HOUSE, LLC, DIVERSICARE HILLCREST, LLC, DIVERSICARE LAMPASAS, LLC, DIVERSICARE
HOLDING COMPANY, LLC, DIVERSICARE KANSAS, LLC, and DIVERSICARE YORKTOWN, LLC,
each a Delaware limited liability company (individually and collectively,
("Borrower").
WHEREAS, Borrower, Administrative Agent, and the financial institutions thereto
(the "Lenders") are parties to that certain Amended and Restated Term Loan and
Security Agreement dated as of April 30, 2013, as amended by that certain First
Amendment to Amended and Restated Term Loan and Security Agreement dated as of
November 1, 2013 and that certain Second Amendment to Amended and Restated Term
Loan and Security Agreement dated as of March 31, 2014 (as the same may be
further amended or modified from time to time, the "Loan Agreement"); and
WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Loan
Agreement as provided in and subject to the terms and conditions of this
Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto (intending to
be legally bound) hereby agree as follows:
1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to such terms in the Loan Agreement.
2.
Amendments. Subject to the terms and conditions contained herein,
Borrower, Administrative Agent and Lenders hereby amend the Loan Agreement as
follows:
(a)
The definition of "Affiliated Revolving Borrowers" in Section 1.1 of the
Loan Agreement is hereby amended and restated in its entirety as follows:
"Affiliated Revolving Borrowers" means each of the entities identified on
Schedule 1 attached hereto.
3.
Continuing Effect; No Waiver. Except as expressly set forth in Section 2
of this Amendment, nothing in this Amendment shall constitute a modification or
alteration of the terms, conditions or covenants of the Loan Agreement or any
other Financing Agreement, or a waiver of any other terms or provisions thereof,
and the Loan Agreement and the other Financing Agreements shall remain unchanged
and shall continue in full force and effect, in each case as modified hereby.
Administrative Agent's and Lender's failure, at any time or times hereafter, to
require strict performance by Borrower of any provision or term of the Loan
Agreement, this Amendment or the Financing Agreements shall not waive, affect or
diminish any right of Administrative Agent or any Lender hereafter to demand
strict compliance and performance herewith or therewith. Any suspension or