AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CARETRUST PARTNERSHIP, L.P. a Delaware limited partnershipAgreement of Limited Partnership • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CARETRUST PARTNERSHIP, L.P., dated as of , 2014, is entered into by and among CareTrust GP, LLC, a Delaware limited liability company, (the “Initial General Partner”), CareTrust REIT, Inc., a Maryland corporation (the “Special Limited Partner”), and any additional partner that is admitted from time to time to the Partnership.
MASTER LEASE Between THE ENTITIES IDENTIFIED ON SCHEDULE 1 HERETO, collectively, as “Landlord” and THE ENTITIES IDENTIFIED ON SCHEDULE 2 HERETO, collectively, as “Tenant” [Facility Address/Description of Lease Pool]Master Lease • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • California
THIS MASTER LEASE (this “Lease”) is entered into as of , 20 , by and among each of the entities identified on Schedule 1 (collectively, “Landlord”), and each of the entities identified as “Tenant” on Schedule 2 (individually and collectively, “Tenant”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE ENSIGN GROUP, INC. and CARETRUST REIT, INC. dated as ofSeparation and Distribution Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”), and CARETRUST REIT, INC., a Maryland corporation and a direct, wholly owned subsidiary of Ensign (“CareTrust”). Ensign and CareTrust are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
OPPORTUNITIES AGREEMENTOpportunities Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
This OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”), and CARETRUST REIT, INC., a Maryland corporation and a direct, wholly owned subsidiary of Ensign (“CareTrust”). Ensign and CareTrust are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), by and between Ensign and CareTrust.
TAX MATTERS AGREEMENTTax Matters Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts
THIS TAX MATTERS AGREEMENT is dated as of , 2014, by and among The Ensign Group, Inc. (“Ensign”), a Delaware corporation, by and on behalf of itself and each Affiliate of Ensign (as determined after the Distribution), and CareTrust REIT, Inc., a Maryland corporation, and currently a direct, wholly owned subsidiary of Ensign (“PropCo”), by and on behalf of itself and each Affiliate of PropCo (as determined after the Distribution). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of , 2014.
GUARANTY OF MASTER LEASEGuaranty of Master Lease • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
GUARANTY OF MASTER LEASE (this “Guaranty”) made as of , 2014, by THE ENSIGN GROUP, INC., a Delaware corporation (“Guarantor”), to each of the entities identified as “Landlord” on Schedule 1 attached hereto (collectively, “Landlord”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN THE ENSIGN GROUP, INC. AND CARETRUST REIT, INC.Employee Matters Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2014 is by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and CARETRUST REIT, INC., a Maryland corporation and a direct, wholly owned subsidiary of Ensign (“CareTrust”). Ensign and CareTrust are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT DATED AS OF , 2014 BY AND AMONG THE ENSIGN GROUP, INC., CARETRUST PARTNERSHIP, L.P., CARETRUST GP, LLC AND CARETRUST REIT, INC.Contribution Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of , 2014 (this “Agreement”), by and among The Ensign Group, Inc., a Delaware corporation (“Ensign”), CareTrust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), CareTrust GP, LLC, a Delaware limited liability company (the “General Partner”), and CareTrust REIT, Inc., a Maryland corporation (“CareTrust,” and together with the Operating Partnership and the General Partner, the “CareTrust Entities”). Ensign, CareTrust, the General Partner and the Operating Partnership are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article V.
TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and CARETRUST REIT, INC. dated as ofTransition Services Agreement • April 15th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of , 2014, by and between The Ensign Group, Inc., a Delaware corporation (“Ensign”), and CareTrust REIT, Inc., a Maryland corporation (“CareTrust”). Ensign and CareTrust are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
