0001013218-03-000008 Sample Contracts

Contract
Option Agreement • August 14th, 2003 • Alterra Healthcare Corp • Services-social services • Michigan

OPTION AGREEMENT This Option Agreement (the “Agreement”) is executed as of this 7th day of July, 2003 by and between OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (“Lessor”), and AHC PROPERTIES, INC., a Delaware corporation (“Lessee”). The circumstances underlying the execution of this Agreement are as follows: RECITALS: A. As of June 14, 1999, Lessor and Lessee entered into a Master Lease pursuant to which Lessor leased to Lessee certain facilities, including the facilities identified on Exhibit A of this Agreement (the facilities set forth on Exhibit A are herein referred to as “Omega Facilities”.) The Omega Facilities are more particularly defined and described below. B. The Master Lease was amended by the Forbearance Agreement and Amendment to Master Leases dated as of January 31, 2002, among the Omega Entities and the Alterra Entities, and by a Second Amendment to Master Leases dated of even date herewith (as amended through and including the date of this Ag

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AMENDED AND RESTATED SECURITY AGREEMENT (Alterra Healthcare Corporation)
Amended and Restated Security Agreement • August 14th, 2003 • Alterra Healthcare Corp • Services-social services • Michigan

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") is made and entered into as of July 7, 2003, by and between ALTERRA HEALTHCARE CORPORATION a Delaware corporation ("Debtor"), whose address is 10000 Innovation Drive, Milwaukee, Wisconsin 53226, and OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation, whose address is 900 Victors Way, Suite 350, Ann Arbor, Michigan 48108, for itself and as collateral agent for Omega (Kansas), Inc., a Kansas corporation (for itself and as collateral agent for Omega (Kansas), Inc., "Secured Party").

SETTLEMENT AGREEMENT
Settlement Agreement • August 14th, 2003 • Alterra Healthcare Corp • Services-social services • Kansas

This Settlement Agreement (this "Agreement") is made and entered into effective as of June __, 2003 by and between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Alterra") for itself and as successor to Sterling House Corporation, a Kansas corporation ("Sterling"), AHC PROPERTIES, INC., a Delaware corporation ("AHC"), ALS-Clare Bridge, Inc., a Delaware corporation ("ALS-Clare"), OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"), and OMEGA (KANSAS), INC., a Kansas corporation ("Omega Kansas").

AMENDED AND RESTATED LEASE GUARANTY (Alterra Healthcare Corporation)
Lease Guaranty • August 14th, 2003 • Alterra Healthcare Corp • Services-social services • Michigan

This AMENDED AND RESTATED LEASE GUARANTY (this "Guaranty") is given as of July 7, 2003 (the "Effective Date"), by ALTERRA HEALTHCARE CORPORATION, a Delaware corporation, whose address is 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (the "Guarantor"), in favor of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"), and OMEGA (KANSAS), INC., a Kansas corporation ("Omega-Kansas"), whose addresses are 900 Victors Way, Suite 350, Ann Arbor, Michigan 48108 (together, the "Lessors"), with reference to the following facts:

AMENDED AND RESTATED SUBORDINATION AGREEMENT (Management Agreements)
Subordination Agreement • August 14th, 2003 • Alterra Healthcare Corp • Services-social services

THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT is made as of July 7, 2003, by ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Management Company"), the Sublessees whose names are set forth on the signature pages to this Agreement (each a "Sublessee" and together the "Sublessees") and AHC PROPERTIES, INC., a Delaware corporation ("Lessee") in favor of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"), and Omega (Kansas), Inc., a Kansas corporation ("Omega-Kansas").

SECOND AMENDMENT TO MASTER LEASES
Master Leases • August 14th, 2003 • Alterra Healthcare Corp • Services-social services

THIS SECOND AMENDMENT TO MASTER LEASES (this "Amendment") is made and entered into effective as of July 7, 2003 by and between AHC PROPERTIES, INC., a Delaware corporation ("Lessee"), and OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"), and OMEGA (KANSAS), INC., a Kansas corporation ("Omega Kansas"). Omega and Omega Kansas are each individually referred to in this Amendment as "Lessor" and collectively as "Lessors".

Contract
Pledge Agreement • August 14th, 2003 • Alterra Healthcare Corp • Services-social services • Michigan

AMENDED AND RESTATED PLEDGE AGREEMENT (Alterra Healthcare Corporation) This Amended and Restated Pledge Agreement (this “Agreement”) is made as of July ___, 2003, between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation (“Pledgor”), and OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation, for itself and as collateral agent for Omega (Kansas), Inc., a Kansas corporation (for itself and as collateral agent for Omega (Kansas), Inc., “Creditor”). STATEMENT OF FACTS A. Pledgor is the owner of 100% of the outstanding equity interests in AHC Properties, Inc., a Delaware corporation (the “Lessee”). B. Lessee and Omega Healthcare Investors, Inc. are parties to a Master Lease dated as of June 14, 1999, amended by a Forbearance Agreement and Amendment to Master Leases dated as of January 31, 2002, and a Second Amendment to Master Lease dated of even date herewith (as amended through and including the date of this Agreement, and as it may hereafter be amended, the “Mast

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