ARTICLE I DEFINITIONSLoan and Security Agreement • November 20th, 1997 • National Healthcare Corp • Services-skilled nursing care facilities • Tennessee
1 Exhibit 10.8 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ("Agreement") made and entered into as of this 1st day of September, 1995, by and between National HealthCare L.P., a Delaware limited...Revolving Credit Agreement • October 3rd, 1997 • National Healthcare Corp • Tennessee
WITNESSETH:Service Agreement • October 3rd, 1997 • National Healthcare Corp • Tennessee
EXHIBIT 10.23 AMENDMENT NO. 5 TO MASTER AGREEMENT TO LEASE This Amendment No. 5 (hereinafter "5th Amendment") is made to that certain Master Agreement to Lease between National Health Investors, Inc. ("Landlord" or "NHI") and National HealthCare...Master Agreement • March 16th, 2006 • National Healthcare Corp • Services-skilled nursing care facilities
Trust Indenture Act Section Indenture --------------- --------- ss.310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) Not Applicable (a)(4) Not Applicable (b) 7.08; 7.10; 13.02 (c) Not Applicable ss.311 (a) 7.11 (b) 7.11 (c) Not Applicable ss.312 (a) 2.12 (b) 13.03...Indenture • October 3rd, 1997 • National Healthcare Corp • New York
NHLP Deeds of Trust and Mortgages" means NHLP Deeds of Trust and Mortgages as defined in Section 3.2.(c) of this Agreement. "NHLP's Accounts" means all of the accounts of NHLP net of contractual adjustments without regard for NHLP's bad debt reserve...National Healthcare Corp • October 3rd, 1997
2- 3 prior to July 22, 1992 [date of this amendment], and (ii) any obligations arising under any other operating lease to the extent such obligations are otherwise included in Funded Debt by virtue of the foregoing definitions.Guaranty Agreement • October 3rd, 1997 • National Healthcare Corp • Illinois
AGREEMENTSubordination Agreement • October 3rd, 1997 • National Healthcare Corp • New York
NATIONAL HEALTHCARE CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of August 2, 2007Rights Agreement • August 3rd, 2007 • National Healthcare Corp • Services-skilled nursing care facilities • Delaware
This Rights Agreement, dated as of August 2, 2007 (the “Agreement”), is made by and between National Healthcare Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
1 Exhibit 10.27 AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • October 3rd, 1997 • National Healthcare Corp • New York
1 EXHIBIT 10.29 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE...National Healthcare Corp • November 20th, 1997 • Services-skilled nursing care facilities • New York
EXHIBIT B (to First Amendment to Note Agreement)Trust and Security Agreement • October 3rd, 1997 • National Healthcare Corp • Illinois
CREDIT AGREEMENT Dated as of October 7, 2015 among NATIONAL HEALTHCARE CORPORATION, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, and BANK OF AMERICA, N.A.Credit Agreement • November 5th, 2015 • National Healthcare Corp • Services-skilled nursing care facilities • Tennessee
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of October 7, 2015, among NATIONAL HEALTHCARE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein) and BANK OF AMERICA, N.A., a national banking association (the “Lender”).
State: Georgia This Instrument Was Prepared By: Cynthia N. Sellers Farris, Warfield & Kanaday Seventeenth Floor Third National Bank Building 201 Fourth Avenue, North Nashville, Tennessee 37219 (615) 244-5200 ASSUMPTION AND MODIFICATION AGREEMENT This...Assumption and Modification Agreement • October 3rd, 1997 • National Healthcare Corp • Tennessee
BETWEENServices and Facilities Agreement • October 3rd, 1997 • National Healthcare Corp • Maryland
1 Exhibit 10.16 THIS GUARANTY AGREEMENT made and entered into as of March 5, 1991 (the "Guaranty") between National HealthCorp L.P., a Delaware limited partnership (the "Guarantor"), and The Bank of Tokyo, Ltd., New York Agency, a New York agency of a...Guaranty Agreement • October 3rd, 1997 • National Healthcare Corp • New York
EXHIBIT 10.16Master Operating Lease • March 16th, 2006 • National Healthcare Corp • Services-skilled nursing care facilities
RECITAL:Indenture of Trust and Security Agreement • October 3rd, 1997 • National Healthcare Corp • Illinois
between NATIONAL HEALTHCORP L.P., the Guarantor and SOCIETE GENERALE, the Bank Dated as of May 1, 1993 2 ARTICLE I DefinitionsGuaranty Agreement • October 3rd, 1997 • National Healthcare Corp • New York
WITNESSETH:Guarantee and Contingent Purchase Agreement • October 3rd, 1997 • National Healthcare Corp • Tennessee
EXHIBIT 10.22Master Agreement to Lease • March 16th, 2006 • National Healthcare Corp • Services-skilled nursing care facilities
1 Exhibit 10.12 SURETYSHIP AGREEMENT FOR VALUE RECEIVED, and in consideration of credit given, or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to City Center, Ltd., a Tennessee...Suretyship Agreement • October 3rd, 1997 • National Healthcare Corp
EXHIBIT 10.2 MASTER OPERATING LEASEMaster Operating Lease • October 3rd, 1997 • National Healthcare Corp • Tennessee
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 5th, 2015 • National Healthcare Corp • Services-skilled nursing care facilities
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of October 7, 2015 among the parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as Secured Party (the “Secured Party”).
1 Exhibit 10.13 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("Guaranty Agreement"), made and entered into as of the 1st day of December, 1987, by and among NATIONAL HEALTHCORP L.P., a Delaware limited partnership (the Partnership Guarantor JACKS O....Guaranty Agreement • October 3rd, 1997 • National Healthcare Corp • Illinois
AMENDMENT NO. 10 TO MASTER AGREEMENT TO LEASEMaster Agreement • November 3rd, 2022 • National Healthcare Corp • Services-skilled nursing care facilities
THIS AMENDMENT NO. 10 TO MASTER AGREEMENT TO LEASE (this “Amendment”) is made as of Sept. 1, 2022 (the “Amendment Execution Date”) by and between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (“Landlord”) and NHC/OP, L.P., a Delaware limited partnership (“Tenant”). Landlord and Tenant are collectively referred to herein as the “Parties” and individually as a “Party.”
PURCHASE AND SALE AGREEMENT by and among SELLERS (AS DEFINED HEREIN), DOUGLAS M. CECIL, OLIVER K. CECIL, JR., DOROTHY DEAN CECIL, JENI CECIL FEESER, BETH CREECH CECIL, JOHN BARBER AND TERESA J. CECIL, AS TRUSTEE OF THE TERESA J. CECIL REVOCABLE TRUST...Purchase and Sale Agreement • August 8th, 2024 • National Healthcare Corp • Services-skilled nursing care facilities • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into and effective as of May 31, 2024 (the “Execution Date”), by and among the entities set forth on Annex A hereto (each, a “Seller”, and collectively, “Sellers”); Douglas M. Cecil (“Doug Cecil”), Oliver K. Cecil, Jr. (“Oliver Cecil”), Dorothy Dean Cecil (“Dean Cecil”), Jeni Cecil Feeser (“Jeni Feeser”), Beth Creech Cecil (“Beth Cecil”), John P. Barber (“John Barber”) and Teresa J. Cecil, as Trustee of the Teresa J. Cecil Revocable Trust U/A dated July 20, 2006, as amended and restated on February 15, 2023 (“Teresa Cecil” and, together with Doug Cecil, Oliver Cecil, Dean Cecil, Jeni Feeser Beth Cecil and John Barber, the “Owners” and each, an “Owner”; Owners and Sellers, collectively, the “Seller Parties”); NHC/OP, L.P., a Delaware limited partnership and/or its designee(s) (“Purchaser”), and Douglas M. Cecil, in his capacity as the Sellers’ Representative (the “Sellers’ Representative”). Sellers, Owners, Purchaser and the
1 Exhibit 10.15 THIS GUARANTY AGREEMENT made and entered into as of March 5, 1991 (the ("Guaranty") between National HealthCorp L.P., a Delaware limited partnership the ("Guarantor"), and The Bank of Tokyo, Ltd., New York Agency, a New York agency of...Guaranty Agreement • October 3rd, 1997 • National Healthcare Corp • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 27th, 2009 • National Healthcare Corp • Services-skilled nursing care facilities • Tennessee
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated October 27, 2009, is made and entered into on the terms and conditions hereinafter set forth, by and between NATIONAL HEALTHCARE CORPORATION, a Delaware corporation (the "Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender").
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 2007 • National Healthcare Corp • Services-skilled nursing care facilities • Delaware
Amendment No. 2 (this “Amendment”), dated as of August 3, 2007, to that certain Agreement and Plan of Merger (as amended prior to the date hereof, the “Merger Agreement”), among DAVIS ACQUISITION SUB LLC, a Delaware limited liability company (“NHC/OP Sub”), NHC/OP, L.P., a Delaware limited partnership and the direct parent of NHC/OP Sub (“NHC/OP”), NATIONAL HEALTHCARE CORPORATION, a Delaware corporation and the ultimate parent of NHC/OP, (“Parent”), and NATIONAL HEALTH REALTY, INC., a Maryland corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • December 22nd, 2006 • National Healthcare Corp • Services-skilled nursing care facilities • Maryland
VOTING AGREEMENT, dated as of December 20, 2006 (this “Agreement”), between NATIONAL HEALTHCARE CORPORATION, a Delaware corporation (“Parent”), and NATIONAL HEALTH REALTY, INC., a Maryland corporation (“Company”), and each stockholder of Parent and Company whose name and signature is set forth on the signature page hereof (collectively, the “Stockholders,” and each, a “Stockholder”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 17th, 2008 • National Healthcare Corp • Services-skilled nursing care facilities • Tennessee
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated October 28, 2008, is made and entered into on the terms and conditions hereinafter set forth, by and between NATIONAL HEALTHCARE CORPORATION, a Delaware corporation (the "Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender").
AMENDMENT NO. 7 TO MASTER AGREEMENT TO LEASEMaster Agreement to Lease • November 5th, 2013 • National Healthcare Corp • Services-skilled nursing care facilities
This Amendment No. 7 to Master Agreement to Lease (hereinafter “7th Amendment”) is made to that certain Master Agreement to Lease between National Health Investors, Inc., a Maryland corporation (“Landlord”) and NHC/OP, L.P., a Delaware limited partnership (“Tenant” ) dated October 17, 1991, as amended by that certain Amendment No. 1 to Master Agreement of Lease, effective June 2, 1993, as further amended by that Amendment No. 2 to Master Agreement of Lease, effective January 15, 1996, as further amended by that certain Amendment No. 3 to Master Agreement of Lease, effective July 22, 1997, as further amended by that certain Amendment No. 4 to Master Agreement, effective December 31, 1997, as further amended by that certain Amendment No. 5 to Master Agreement of Lease, effective January 1, 2007, as further amended by Amendment No. 6 to Master Agreement to Lease dated December 26, 2012, as further amended by Amended and Restated Amendment No. 6 to Master Agreement to Lease dated as of Dec
PURCHASE AND SALE AGREEMETN WITH MODIFICATIONS TO MASTER AGREEMENT TO LEASEPurchase and Sale Agreemetn With • February 21st, 2014 • National Healthcare Corp • Services-skilled nursing care facilities • Tennessee
This PURCHASE AND SALE AGREEMENT (herein and as the same may be modified or amended, the “Agreement”) is entered into by and between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation, whose address is 222 Robert Rose Drive, Murfreesboro, Tennessee 37129 (herein “NHI” or “Seller”) and NATIONAL HEALTHCARE CORPORATION, a Delaware corporation, whose address is City Center, 100 Vine Street, Murfreesboro, Tennessee 37130 (herein “NHC” or “Purchaser”), this 26 day of December, 2012.
AMENDMENT TO PURCHASE AND SALE AGREEMENTWITH MODIFICAITONS TO MASTER AGREEMENT TO LEASEPurchase and Sale • November 5th, 2013 • National Healthcare Corp • Services-skilled nursing care facilities
WHEREAS, NATIONAL HEALTH INVESTORS, INC., as Seller, and NATIONAL HEALTHCARE CORPORATION, as Purchaser, have entered into that certain Purchase and Sale Agreement With Modifications to Master Agreement to Lease (the “Purchase Agreement”) dated December 26, 2012 relating to the six (6) nursing home properties identified therein; and
