ContractNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON SEPTEMBER , 2001 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER , 2001, AS AMENDED AND MODIFIED FROM TIME TO TIME, BY AND AMONG THE ISSUER (THE “COMPANY”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Third Amendment to Loan and Security Agreement (“Amendment”) is made as of the 9th day of January, 2003 by and among HealthEssentials Solutions, Inc. (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., NPPA National, LLC, Specialized Home Health Care Services of Central Florida, Inc. and Majj Enterprises, LLC (collectively, the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
PROMISSORY NOTEPromissory Note • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Loan and Security Agreement (“Agreement”) is dated this 30th day of April, 2002, by and among HealthEssentials Solutions, Inc., a Delaware corporation (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., a Delaware corporation (“NPPA America”), NPPA National, LLC, a Texas limited liability company (“NPPA National”), and such other Persons joined hereto as a Borrower from time to time (collectively referred to as “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation, a Delaware corporation as lender (“Lender”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Eighth Amendment to Loan and Security Agreement (“Amendment”) is made as of the 22nd day of June, 2004 by and among HealthEssentials Solutions, Inc. a Delaware corporation (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., a Delaware corporation, NPPA National, LLC, a Texas limited liability company, Specialized Home Health Care Services of Central Florida, Inc., Majj Enterprises, LLC, and Premier Lab Services, Inc. (the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
HEALTHESSENTIALS SOLUTIONS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 7, 2003, by and among HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. H, L.P., a Delaware limited partnership (“BRS”), and the other Persons that from time to time execute a counterpart signature page hereto (collectively with BRS, the “Purchasers,” and each, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
ContractLoan Agreement • September 3rd, 2004 • Healthessentials Solutions Inc
FOR VALUE RECEIVED, the undersigned, HealthEssentials Solutions, Inc., a Delaware corporation, having a business address of 9510 Ormsby Station Road, Suite 101, Louisville, Kentucky 40223 (the “Borrower”), hereby promises and agrees to pay to the order of Tony Altieri (the “Lender”), at his address of 2487 Wellesley Drive, Columbus, Ohio 43221 or such other address as he may designate, the sum of Five Hundred and Fifty Thousand Dollars ($550,000.00) dollars (“Principal”), bearing interest at the rate of five (5%) percent per annum, being payable in twenty-four (24) monthly payments of $22,916.67, commencing May 1, 2004 and continuing until paid in full, with all accumulated interest paid on or before the final installment payment, all in lawful money of the United States of America.
WARRANT AGREEMENTWarrant Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS WARRANT AGREEMENT (this “Agreement”) is made as of June 10, 2004 by and among Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), Marilena Tibrea (“Tibrea”), an individual, Julie Frist, an individual (“Frist”, and together with Tibrea, the “BRS Co-Investors”), and the other Persons that from time to time execute a counterpart signature page hereto (collectively with BRS and the BRS Co-Investors, the “Purchasers,” and each, a “Purchaser”) and HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”). Except as otherwise provided herein, capitalized terms used herein shall have the meanings given to such terms in Section VIII hereof.
HEALTHESSENTIALS SOLUTIONS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of June 10, 2004 by and among HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), Marilena Tibrea, an individual (“Tibrea”), Julie Frist, an individual (“Frist”, and together with Tibrea, the “BRS Co-Investors”), and the other Persons that from time to time execute a counterpart signature page hereto (collectively with BRS and the BRS Co-Investors, the “Purchasers,” and each, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
AMENDMENT TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
This AMENDMENT TO THE NOTE PURCHASE AGREEMENT, is made and entered into as of September 28, 2001 (this “Amendment”) to amend the Note Purchase Agreement by and between HealthEssentials Solutions, Inc. (the “Company”) and Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), dated as of September 6, 2001, as set forth herein.
SIXTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Sixth Amendment and Joinder to Loan and Security Agreement (“Amendment”) is made as of the 16th day of January, 2004 by and among HealthEssentials Solutions, Inc., a Delaware corporation (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc. a Delaware corporation, NPPA National, LLC, a Texas limited liability company, Specialized Home Health Care Services of Central Florida, Inc. and Majj Enterprises, LLC (collectively, the “Existing Borrowers”), Premier Lab Services, Inc. (the “Joining Borrower” and together with the Existing Borrowers, the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
PLAZA II LEASE AGREEMENTLease Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Kentucky
THIS LEASE is and made and entered this day of March 2002, by and between: (i) THE PLAZA AT HURSTBOURNE, LLC., a Limited Corporation with principal office and place of business at 3420 Office Pointe Plaza, in Louisville, Kentucky 40220 (hereafter referred to as “Landlord”), and (ii) HEALTHESSENTIALS, INC. Kentucky Corporation, with principal office and place of business at 9721 Ormsby Station Road, Suite 101, Louisville, Kentucky 40222 (hereafter referred to as the “Tenant”).
AMENDMENT TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
This AMENDMENT TO THE NOTE PURCHASE AGREEMENT, is made and entered into as of June 17, 2004 (this “Amendment”) to amend the Note Purchase Agreement by and among HealthEssentials Solutions, Inc. (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), Marilena Tibrea, Julie Frist and the other parties that from time to time become party thereto, dated as of June 10, 2004 (the “Note Purchase Agreement”), as set forth herein.
WARRANT AGREEMENTWarrant Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
WARRANT AGREEMENT (the “Agreement”) dated as of September , 2001, by and among the Persons listed on the Schedule of Purchasers attached hereto, (collectively, the “Purchasers”, and each a “Purchaser”), and HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to such terms in Section VI hereof.
WARRANT AGREEMENTWarrant Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS WARRANT AGREEMENT (this “Agreement”) is made as of March 7, 2003 by and among Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), and the other Persons that from time to time execute a counterpart signature page hereto (collectively with BRS, the “Purchasers,” and each, a “Purchaser”) and HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to such terms in Section VI hereof.
HEALTHESSENTIALS SOLUTIONS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of September , 2001, by and among HealthEssentials Solutions, Inc., a Delaware corporation (the “Company”), and the Persons listed on the Schedule of Purchasers attached hereto (collectively the “Purchasers,” and each a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
This REGISTRATION RIGHTS AGREEMENT is dated as of August 24, 1999, between HEALTHESSENTIALS SOLUTIONS, INC., a Delaware corporation (the “Company”), and the persons listed on Exhibit A attached hereto and incorporated herein by reference (each a “Holder” and collectively, the “Holders”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Fifth Amendment to Loan and Security Agreement (“Amendment”) is made as of the day of April, 2003 by and among HealthEssentials Solutions, Inc. (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., NPPA National, LLC, Specialized Home Health Care Services of Central Florida, Inc. and Majj Enterprises, LLC (collectively, the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
LEASELease Agreement • September 3rd, 2004 • Healthessentials Solutions Inc
THIS LEASE, made this 1st day of April, 2003, by and between BROWN, NOLTEMEYER COMPANY, hereinafter called “Lessor”, and HEALTH ESSENTIALS SOLUTIONS, INC., hereinafter called “Lessee”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 1, 2004, is by and among Romeo Villarreal, RN (the “Shareholder” and “Villarreal”) and HealthEssentials Solutions, Inc., a Delaware corporation (the “Purchaser” and/or “HE”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • September 3rd, 2004 • Healthessentials Solutions Inc
This Amended and Restated Revolving Credit Note (this “Note”) is issued under and secured by the Loan and Security Agreement dated as of April 30, 2002 among Borrowers and Lender (as from time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Capitalized terms used herein and not defined herein are used with the respective meanings set forth in the Loan Agreement.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Second Amendment to Loan and Security Agreement (“Amendment”) is made as of the 31st day of October, 2002 by and among HealthEssentials Solutions, Inc. (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., NPPA National, LLC, Specialized Home Health Care Services of Central Florida, Inc. and Majj Enterprises, LLC (collectively, the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
THE PLAZA at HURSTBOURNE, LLC. LEASE AGREEMENT - AMENDMENT 1Lease Agreement • September 3rd, 2004 • Healthessentials Solutions Inc
THIS LEASE AGREEMENT - AMENDMENT 1, is made and entered into this 20th day of June, 2003 by and between HEALTHESSENTIALS INC. and The Plaza at Hurstbourne, LLC. to modify the existing lease.
ContractStock Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Ohio
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 1, 2004, is by and among HealthEssentials Solutions, Inc., a Delaware corporation (the “Purchaser” and/or “HE”), and Tony Altieri (the “Shareholder” and “Altieri”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Georgia
THIS ASSET PURCHASE AGREEMENT dated as of April 2, 2004 (the “Agreement”) is entered into by and between HEALTHESSENTIALS SOLUTIONS, INC., a Delaware corporation (“Purchaser”), and CAREBRIDGE, INC. (“Seller”), a Georgia corporation. Purchaser and Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • Delaware
This REGISTRATION RIGHTS AGREEMENT is made as of November 28, 2000, by and among HEALTHESSENTIALS SOLUTIONS, INC., a Delaware corporation (the “Company”), and BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware limited partnership. Unless otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2004 • Healthessentials Solutions Inc • New Jersey
This Seventh Amendment to Loan and Security Agreement (“Amendment”) is made as of the 26th day of May, 2004 by and among HealthEssentials Solutions, Inc., a Delaware corporation (“Borrower Agent” or “HealthEssentials”), NPPA of America, Inc., a Delaware corporation, NPPA National, LLC, a Texas limited liability company, Specialized Home Health Care Services of Central Florida, Inc., Majj Enterprises, LLC, and Premier Lab Services, Inc. (the “Borrowers” and each individually referred to as a “Borrower”), and Healthcare Business Credit Corporation (“Lender”).
