EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
EMPLOYMENT AGREEMENT dated as of July 1, 2003 by and between TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company”), and Rosemary L. Corsetti (the “Employee”).
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Illinois
This TERM LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 31, 2002, is by and among RE BAYONET POINT, INC., RE JACKSONVILLE, INC., RE PORT CHARLOTTE, INC., RE SARASOTA, INC., RE ORANGE PARK, INC., RE ST. PETERSBURG, INC., AND RE SAFETY HARBOR, INC., each a Florida corporation (individually and collectively, the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Michigan
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 28, 2004, by and between OP Hospice, Inc., a Michigan corporation (“Purchaser”), and Lighthouse Hospice Limited Partnership, a Delaware limited partnership (“Seller”). Purchaser and Seller are sometimes referred to collectively as the “Parties” and individually as a “Party”.
FIRST AMENDMENT TO THE MASTER AGREEMENTThe Master Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS FIRST AMENDMENT TO THE MASTER AGREEMENT (“First Amendment”) is made as of this 1st day of February, 1999, by and among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (“THC”), COLONIAL CARE, LLC, a Virginia limited liability company (“Colonial”), SMITH/PACKETT MED-COM, INC., a Virginia corporation (“SPMC”), SP ENTERPRISES, LLC, a Virginia limited liability company (“SP”); and JAMES R. SMITH, an individual, SP GRAYSON, LLC, GENERATION LEASING COMPANY, II, LLC, GENERATION DEVELOPMENT COMPANY, LLC, SP FISHERSVILLE, LLC, SP NEWPORT NEWS, LLC, SP KINGS DAUGHTER, LLC, SP WILLIAMSBURG, LLC, SP WINDSOR, LLC, AND SP LAFAYETTE, LLC (“Operating Companies”).
FINANCIAL ADVISOR AGREEMENTFinancial Advisor Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS FINANCIAL ADVISOR AGREEMENT (this “Agreement”) entered into as of August 24, 2005, is made by and between Behrman Brothers Management Corp. (the “Advisor”), and Tandem Health Care, Inc., a Pennsylvania corporation (the “Company”).
FIRST AMENDMENT TO ASSET AND REAL ESTATE PURCHASE AGREEMENTAsset and Real Estate Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS FIRST AMENDMENT TO ASSET AND REAL ESTATE PURCHASE AGREEMENT (this “Amendment”), dated as of April 26, 2004, is entered into by and between Baldwin/Green Acres Limited Partnership, an Ohio limited partnership (“Seller”), and RE2 Kenton, Inc., an Ohio corporation (“Buyer”);
FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT| BY AND AMONG VILLA HOMES WEST, INC., D/B/A WOODSIDEMANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD., (COLLECTIVELY AS...The Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“First Amendment”) is made and entered into as of September ___, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Illinois
This First Amendment to Term Loan and Security Agreement (this “Amendment”), dated as of April 1, 2003, is made by and among RE Bayonet Point, Inc., RE Jacksonville, Inc., RE Port Charlotte, Inc., RE Sarasota, Inc., RE Orange Park, Inc., RE St. Petersburg, Inc., and RE Safety Harbor, Inc., each a Florida corporation (collectively and individually, the “Borrower”), and LaSalle Bank National Association, a national banking association (together with its successors and assigns, the “Lender”).
Cardinal Health Laurel Pharm, LLC. Prime Vendor AgreementPrime Vendor Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
This Prime Vendor Agreement (the “Agreement”) is made March 15, 2004 between Laurel Pharm, LLC. (“Buyer”) and Cardinal Health* (“Cardinal”), who hereby agree as follows:
AGREEMENTAgreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
AGREEMENT, dated as of January 18, 1999, among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company”), BEHRMAN CAPITAL II L.P., a Delaware limited partnership (“Behrman”), STRATEGIC ENTREPRENEUR FUND II, L.P., a Delaware limited partnership (collectively with Behrman, the “Purchasers”), and Lawrence E. Deering and Joseph D. Conte (collectively, the “Founders” and collectively with the Purchasers the “Stockholders”).
ASSET PURCHASE AGREEMENT BY AND AMONG VILLA HOMES WEST, INC., D/B/A WOODSIDEMANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD., (COLLECTIVELY AS “SELLER”) AND OP MAUMEE,...Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of August 30, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).
SECOND AMENDMENT TO ASSET AND REAL ESTATE PURCHASE AGREEMENTAsset and Real Estate Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS SECOND AMENDMENT TO ASSET AND REAL ESTATE PURCHASE AGREEMENT (this “Amendment”), dated as of December 28, 2004, is entered into by and between Baldwin/Green Acres, Limited Partnership, an Ohio limited partnership (“Seller”), and RE 2 Kenton, Inc., an Ohio corporation (“Buyer”);
ASSET PURCHASE AGREEMENT BY AND AMONG EDGEWOOD MANOR OF LUCASVILLE, INC. EDGEWOOD MANOR OF LUCASVILLE II, INC. EDGEWOOD MANOR OF WELLSTON, INC. EDGEWOOD MANOR OF WESTERVILLE, INC.; and EDGEWOOD MANOR OF GREENFIELD, INC. (AS “SELLER”) AND RE LUCASVILLE...Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of December 30, 2004, by and among EDGEWOOD MANOR OF LUCASVILLE, INC., EDGEWOOD MANOR OF LUCASVILLE II, INC., EDGEWOOD MANOR OF WELLSTON, INC., EDGEWOOD MANOR OF WESTERVILLE, INC., and EDGEWOOD MANOR OF GREENFIELD, INC., each of which is an Ohio corporation, (collectively, as “Seller”) and RE LUCASVILLE I, INC., RE LUCASVILLE II, INC., RE WELLSTON, INC., RE WESTERVILLE, INC., and RE GREENFIELD, INC., (collectively as “Buyer”).
TANDEM HEALTH CARE, INC. REGISTRATION RIGHTS AGREEMENT Dated as of September 8, 2005Registration Rights Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into effective as of September 8, 2005, by and among Tandem Health Care, Inc., a Pennsylvania corporation (the “Company”), and Health Care REIT, Inc. (“HCRI”).
First Omnibus Amendment Dated as of March 30, 2005 Among Tandem Health Care, Inc., as Guarantor Tandem Health Care Of Ohio, Inc., as Lessee and Borrower, Key Equipment Finance Inc. (formerly known as Key Corporate Capital Inc.), as prior...First Omnibus Amendment • October 7th, 2005 • Tandem Health Care, Inc.
This First Omnibus Amendment (this “Amendment”) is entered into as of March 30, 2005, among, Tandem Health Care, Inc. a Pennsylvania corporation (the “Guarantor”), Tandem Health Care of Ohio, Inc., an Ohio corporation (the “Borrower”), the Guarantors signatory hereto (each a “WC Guarantor” and collectively referred to as the “WC Guarantors”); Key Equipment Finance Inc. (formerly known as Key Corporate Capital Inc.), individually as the Prior Purchaser and also as the Prior Administrative Agent (as hereinafter defined); SELCO Service Corporation, an Ohio corporation as Lessor (the “Lessor”) and KeyBank National Association, a national banking association, individually as Purchaser and as a WC Lender and also as Administrative Agent and Collateral Agent as provided herein amends those certain Operative Documents Agreement (as such term is defined in Appendix A to that certain Participation Agreement) dated as of December 30, 2004 (the “Participation Agreement”). All capitalized terms use
FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Illinois
This First Amendment to Amended and Restated Term Loan and Security Agreement (this “Amendment”), dated as of June 30, 2004, is made by and between Tandem Health Care of Florida, Inc., a Florida corporation (the “Borrower”), and LaSalle Bank National Association, a national banking association (together with its successors and assigns, the “Lender”).
OMNIBUS AMENDMENT AND WAIVER AGREEMENTAnd Waiver Agreement • October 7th, 2005 • Tandem Health Care, Inc. • New York
OMINIBUS AMENDMENT AND WAIVER AGREEMENT, dated as of April 26, 2000, by and among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company”), the several persons names in Schedule I hereto (collectively, the “Behrman Investors”), the several persons named in Schedule II hereto (collectively, the “Founders”) and GLEN A. TOBIAS (“Tobias”).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS AGREEMENT is made as of the 30th day of September, 1999, by and between TANDEM HEALTH CARE, INC., a Pennsylvania corporation (“THC”), TANDEM HEALTH CARE OF VIRGINIA, LLC, a Virginia limited liability company (“THCV”), COLONIAL CARE, LLC, a Virginia limited liability company (“Colonial”), SMITH/PACKETT MED-COM, INC., a Virginia corporation (“SPMC”), SP ENTERPRISES, LLC, a Virginia limited liability company (“SP”); and JAMES R. SMITH, an individual, SP GRAYSON, LLC, GENERATION LEASING COMPANY, II, LLC, GENERATION DEVELOPMENT COMPANY, LLC, SP FISHERSVILLE, LLC, SP NEWPORT NEWS, LLC, SP KINGS DAUGHTERS, LLC, SP WILLIAMSBURG, LLC, SP WINDSOR, LLC, AND SP LAFAYETTE, LLC (“Operating Companies”).
THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“Third Amendment”) is made and entered into as of December 18, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).
OMNIBUS AMENDMENT AND WAIVER AGREEMENTOmnibus Amendment and Waiver Agreement • October 7th, 2005 • Tandem Health Care, Inc. • New York
OMINIBUS AMENDMENT AND WAIVER AGREEMENT, dated as of April 26, 2005, by and among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company”), the several persons names in Schedule I hereto (collectively, the “Behrman Investors”), the several persons named in Schedule II hereto (collectively, the “Founders”), GLEN A. TOBIAS (“Tobias”) and ROBERT W. GLUSKIN (“Gluskin”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of October 1, 2003, by and among LaurelPharm, LLC, a Florida limited liability company (“Buyer”), CoastalMed, Inc., a Florida corporation (“CMI”), CoastalMed of Panama City, Inc., a Florida corporation (“CPC”) and Randall A. McElheney (collectively, the “Parties”). Tandem Health Care, Inc., a Pennsylvania corporation (“THC”) hereby joins in the execution of this Amendment for the limited purposes set forth herein.
PARTIAL RELEASE AND FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
This PARTIAL RELEASE AND FIRST AMENDMENT TO MANAGEMENT AGREEMENT is entered into and effective as of the 30th day of June, 2005 (the “Release and First Amendment”) by and between TANDEM REGIONAL MANAGEMENT OF OHIO, INC., an Ohio corporation (“Manager”), and ARCADIA NURSING CENTER, INC., an Ohio corporation, d/b/a Arcadia Nursing Center, and HEALTH CARE INDUSTRIES COMPANY, an Ohio corporation, and its affiliates (collectively, the “Owner”). Manager and Owner shall be referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND FIRST AMENDMENT TO MASTER LEASEAgreement and First Amendment • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
This Agreement and First Amendment to Master Lease (the “Agreement”)is made as of the 8th day of September, 2005, by and between Tandem Health Care, Inc., a Pennsylvania corporation (the “Company”), Health Care REIT, Inc., a Delaware corporation (“HCRI”) and HCRI Pennsylvania Properties, Inc., a Pennsylvania corporation (“HCRI Pennsylvania”)
Master Lease Dated as of December 30, 2004 between SELCO Service Corporation, As Lessor, and Tandem Health Care of Ohio, Inc., as LesseeMaster Lease • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
This Master Lease (this “Master Lease”), dated as of December 30, 2004, between Tandem Health Care of Ohio, Inc., an Ohio corporation, as Lessee and whose principal offices are located at 800 Concourse Parkway South, Suite 200, Maitland, Florida 32751 (the “Lessee”) and SELCO Service Corporation, an Ohio corporation, as Lessor and whose principal offices are located at c/o Key Equipment Finance, 1000 South McCaslin Boulevard, Superior, Colorado 80027 (the “Lessor”).
FORM OF MANAGEMENT AGREEMENTAgreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS MANAGEMENT AGREEMENT dated as of June 9, 2003, between TANDEM REGIONAL MANAGEMENT OF OHIO, INC., an Ohio corporation (“Manager”) and and HEALTH CARE INDUSTRIES COMPANY, an Ohio corporation, and its affiliates (collectively the “Owner”).
ASSET PURCHASE AGREEMENT BY AND AMONG DIAKON LUTHERAN SOCIAL MINISTRIES TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“SELLER”) AND...Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of February 15, 2005, by and among DIAKON LUTHERAN SOCIAL MINISTRIES, TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN, LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC and RE EVERETT, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) AND OP SELINSGROVE, LLC, OP MIFFLIN, LLC, OP HAZELTON, LLC, OP NEW BLOOMFIELD, LLC,, OP MILLERSBURG, LLC, OP EVERETT, LLC, OP FROSTBURG, LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS).
FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT BY AND AMONG DIAKON LUTHERAN SOCIAL MINISTRIES, ET AL. (“SELLER”) AND RE SELINSGROVE, LLC, ET AL. (“BUYER”) Dated as of February 28, 2005Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
This FIRST AMENDMENT to the Asset Purchase Agreement (“First Amendment”) is made and entered into as of February 28, 2005, by and among DIAKON LUTHERAN SOCIAL MINISTRIES, TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN, LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC and RE EVERETT, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) AND OP SELINSGROVE, LLC, OP MIFFLIN, LLC, OP HAZLETON, LLC, OP NEW BLOOMFIELD, LLC,, OP MILLERSBURG, LLC, OP EVERETT, LLC, OP FROSTBURG, LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS).
THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT BY AND AMONG DIAKON LUTHERAN SOCIAL MINISTRIES, ET AL. (“SELLER”) AND RE SELINSGROVE, LLC, ET AL. (“BUYER”) Dated as of April 30, 2005Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
This THIRD AMENDMENT to the Asset Purchase Agreement (“Third Amendment”) is made and entered into as of April 30, 2005 (“Effective Date”), by and among DIAKON LUTHERAN SOCIAL MINISTRIES, TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN, LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC, RE EVERETT, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) and OP SELINSGROVE, LLC, OP MIFFLIN, LLC, OP HAZLETON, LLC, OP HAZLETON II, LLC, OP NEW BLOOMFIELD, LLC, OP MILLERSBURG, LLC, OP EVERETT, LLC, OP FROSTBURG, LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
This First Amendment to Asset Purchase Agreement dated October 28, 2004 (“First Amendment”), by and between OP Therapy, Inc., a Michigan Corporation (“Purchaser”), and The Mobile Medical Group, Inc., a Michigan Corporation (“Seller”). Purchaser and Seller are sometimes referred to collectively as the “Parties” and individually as a “Party”.
SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT BY AND AMONG VILLA HOMES WEST, INC., D/B/A WOODSIDEMANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES H, LTD., (COLLECTIVELY AS...The Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“Second Amendment”) is made and entered into as of October 18, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).
ASSET AND REAL ESTATE PURCHASE AGREEMENT BY AND AMONG BALDWIN/GREEN ACRES LIMITED PARTNERSHIP (AS “SELLER”) AND RE2 KENTON, INC. (AS “BUYER”) Dated as of March 31, 2004Asset and Real Estate Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Ohio
THIS ASSET PURCHASE AND REAL ESTATE AGREEMENT (“Agreement”) is made and entered into as of March 31, 2004, by and among BALDWIN/GREEN ACRES, Limited Partnership, an Ohio limited partnership (as “Seller”) and RE2 KENTON, INC., an Ohio corporation (as “Buyer”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
STOCKHOLDERS AGREEMENT dated as of March 25, 1998, by and among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company” the several persons named in Schedule I hereto (collectively, the “Behrman Investors”), and the several persons named in Schedule II hereto (collectively, the “Founders”). The Behrman Investors and the Founders are herein sometimes referred to collectively as the “Stockholders.”
SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Illinois
This Second Amendment to Term Loan and Security Agreement (this “Amendment”), dated as of June 30, 2004, is made by and among RE Bayonet Point, Inc., RE Jacksonville, Inc., RE Port Charlotte, Inc., RE Sarasota, Inc., RE Orange Park, Inc., RE St. Petersburg, Inc., and RE Safety Harbor, Inc., each a Florida corporation (collectively and individually, the “Borrower”), and LaSalle Bank National Association, a national banking association (together with its successors and assigns, the “Lender”).
SECURITIES PURCHASE AGREEMENT Among TANDEM HEALTH CARE, INC., BEHRMAN CAPITAL II L.P., STRATEGIC ENTREPRENEUR FUND II, L.P. and ROBERT W. GLUSKIN Dated as of April 26, 2005Securities Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc. • Pennsylvania
SECURITIES PURCHASE AGREEMENT, dated as of April 26, 2005, among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (the “Company”), BEHRMAN CAPITAL II L.P., a Delaware limited partnership (“Behrman Capital II”), STRATEGIC ENTREPRENEUR FUND II, L.P., a Delaware limited partnership (“SEFII”) and Robert W. Gluskin, an individual residing in the State of Texas (Gluskin, Behrman Capital II and SEFII being hereinafter referred to individually as a “Purchaser” and collectively as the “Purchasers”).
FOURTH AMENDMENT TO THE ASSET PURCHASE AGREEMENT BY AND AMONG VILLA HOMES WEST, INC., D/B/A WOODSIDEMANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODS1DE PROPERTIES I, LTD., WOODSIDE PROPERTIES II, LTD., WOODSIDE REAL ESTATE I,...The Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.
THIS FOURTH AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“FOURTH Amendment”) is made and entered into as of December 31, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., WOODSIDE PROPERTIES II, LTD., WOODSIDE REAL ESTATE I, LTD., AND WOODSIDE REAL ESTATE II, LTD., (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).
