YORKTOWN PROPERTY, LLC
DIVERSICARE GLASGOW PROPERTY, LLC
DIVERSICARE CLINTON PROPERTY, LLC
DIVERSICARE FULTON PROPERTY, LLC
DIVERSICARE SELMA PROPERTY, LLC
By:
DIVERSICARE PROPERTY CO., LLC, its sole member
By:____ /s/ James R. McKnight, Jr.________
Name: James R. McKnight, Jr.
Its:
Executive Vice President & Chief
Financial Officer
DIVERSICARE OF GLASGOW, LLC
DIVERSICARE OF FULTON, LLC
DIVERSICARE OF SELMA, LLC
By:
DIVERSICARE HOLDING COMPANY, LLC, its sole member
By: ____ /s/ James R. McKnight, Jr.________
Name: James R. McKnight, Jr.
Its:
Executive Vice President & Chief
Financial Officer
DIVERSICARE LEASING COMPANY III, LLC
By: ____ /s/ James R. McKnight, Jr.________
Name:
James R. McKnight, Jr.
Its:
Executive Vice President & Chief Financial Officer
DIVERSICARE OF ARAB, LLC
DIVERSICARE OF BOAZ, LLC
DIVERSICARE OF FOLEY, LLC
DIVERSICARE OF HUEYTOWN, LLC
DIVERSICARE OF LANETT, LLC
DIVERSICARE OF BESSEMER, LLC
DIVERSICARE OF MONTGOMERY, LLC
DIVERSICARE OF ONEONTA, LLC
DIVERSICARE OF OXFORD, LLC
DIVERSICARE OF PELL CITY, LLC
DIVERSICARE OF RIVERCHASE, LLC
DIVERSICARE OF WINFIELD, LLC
DIVERSICARE OF AMORY, LLC
DIVERSICARE OF BATESVILLE, LLC
DIVERSICARE OF BROOKHAVEN, LLC
DIVERSICARE OF CARTHAGE, LLC
DIVERSICARE OF EUPORA, LLC
DIVERSICARE OF MERIDIAN, LLC
DIVERSICARE OF RIPLEY, LLC
DIVERSICARE OF SOUTHAVEN, LLC
DIVERSICARE OF TUPELO, LLC
DIVERSICARE OF TYLERTOWN, LLC
By:
DIVERSICARE LEASING COMPANY III, LLC, its sole member
By: ____ /s/ James R. McKnight, Jr.________
Name:
James R. McKnight, Jr.
Its:
Executive Vice President & Chief Financial Officer
Acknowledged and Agreed:
DIVERSICARE HEALTHCARE SERVICES, INC.
/s/ Kelly J. Gill
Name:
Kelly J. Gill
Its:
President and Chief Executive Officer
ADMINISTRATIVE AGENT:
CIBC BANK USA, formerly known as The PrivateBank and Trust Company, in its
capacity as administrative agent
By:__/s/Adam D. Panos____
Name: Adam D. Panos
Its: Managing Director
LENDER:
CIBC BANK USA, formerly known as The PrivateBank and Trust Company
By:__/s/Adam D. Panos____
Name: Adam D. Panos
Its: Managing Director
LENDER:
BANKERS TRUST COMPANY
By: ___/s/ Jon M. Doll______
Name:
Jon M. Doll
Its:
Vice President
LENDER:
BOKF, NA D/B/A BANK OF OKLAHOMA
By: ___/s/ Ky Chaffin_________________
Name:
Ky Chaffin
Its:
Senior Vice President
LENDER:
CIT BANK, N.A.
By: __/s/ Edward Shuster____________
Name:
Edward Shuster
Its:
Director
LENDER:
OPUS BANK,
a California commercial bank
By: __/s/ Randy Boba__________________
Name:
Randy Boba
Its:
SVP, Healthcare Banking
LENDER:
FRANKLIN SYNERGY BANK
By: __/s/ Lisa Fletcher_____________
Name:
Lisa Fletcher
Its:
Senior Vice President
REAFFIRMATION OF SECOND AMENDED AND RESTATED GUARANTY
Dated as of February 27, 2018
The undersigned ("Guarantor") hereby: (i) confirms and agrees with CIBC BANK
USA, formerly known as CIBC BANK USA, formerly known as The PrivateBank and
Trust Company, an Illinois banking corporation, in its capacity as
administrative agent (together with its successors and assigns, "Administrative
Agent") that Guarantor's Second Amended and Restated Guaranty dated as of
February 26, 2016 made in favor of Administrative Agent (as amended or modified,
"Guaranty"), remains in full force and effect and is hereby ratified and
confirmed in all respects, including with regard to the Third Amended and
Restated Revolving Loan and Security Agreement dated as of February 26, 2016, as
amended prior