CARETRUST REIT, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Maryland
INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), by and between CareTrust REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
CTR PARTNERSHIP, L.P. and CARETRUST CAPITAL CORP., as Issuers, CARETRUST REIT, INC., as Parent and a Guarantor, CARETRUST GP, LLC, as General Partner and a Guarantor, the other GUARANTORS named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL...Indenture • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of May 30, 2014, among CTR Partnership, L.P., a Delaware limited partnership, and CareTrust Capital Corp., a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), CareTrust REIT, Inc., a Maryland corporation (“Parent”), as Guarantor, CareTrust GP, LLC, a Delaware limited liability company (“General Partner”), as Guarantor, each of the other Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
CREDIT AND GUARANTY AGREEMENT dated as of May 30, 2014 among CTR PARTNERSHIP, L.P. as Borrower CARETRUST REIT, INC. as REIT Guarantor THE OTHER GUARANTORS PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative...Credit and Guaranty Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
THIS CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of May 30, 2014, by and among CTR PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), CARETRUST REIT, INC., a Maryland corporation (the “REIT Guarantor”), the other Guarantors identified herein, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders, as an issuing bank and as swingline lender.
MASTER LEASE Between THE ENTITIES IDENTIFIED ON SCHEDULE 1 HERETO, collectively, as “Landlord” and THE ENTITIES IDENTIFIED ON SCHEDULE 2 HERETO, collectively, as “Tenant” May 30, 2014Master Lease • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
THIS MASTER LEASE (this “Lease”) is entered into as of May 30, 2014, 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”). Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby agree that this Lease shall not be effective until 11:59 p.m. on May 31, 2014.
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE ENSIGN GROUP, INC. and CARETRUST REIT, INC. dated as of May 23, 2014Separation and Distribution Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 23, 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.
TAX MATTERS AGREEMENTTax Matters Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts
This TAX MATTERS AGREEMENT is dated as of May 30, 2014, by and among THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”), 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.
GUARANTY OF MASTER LEASEGuaranty of Master Lease • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
GUARANTY OF MASTER LEASE (this “Guaranty”) made as of May 30, 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 • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of May 30, 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.”
TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and CARETRUST REIT, INC. dated as of May 30, 2014Transition Services Agreement • June 5th, 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 May 30, 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.
CONTRIBUTION AGREEMENT DATED AS OF MAY 30, 2014 BY AND AMONG CTR PARTNERSHIP, L.P., CARETRUST GP, LLC, CARETRUST REIT, INC. AND THE ENSIGN GROUP, INC.Contribution Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of May 30, 2014 (this “Agreement”), by and among The Ensign Group, Inc., a Delaware corporation (“Ensign”), CTR 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.
FIFTH AMENDED AND RESTATED LOAN AGREEMENT for a loan in the amount ofLoan Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
This Fifth Amended and Restated Loan Agreement is entered into as of May 30, 2014, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders (defined below), together with its successors, “Agent”), the financial institutions who are or hereafter become parties to this Agreement (together with GECC collectively, or individually, as the context may require, “Lender”), and VALLEY HEALTH HOLDINGS LLC, SKY HOLDINGS AZ LLC, TERRACE HOLDINGS AZ LLC, ENSIGN HIGHLAND LLC, PLAZA HEALTH HOLDINGS LLC, RILLITO HOLDINGS LLC, MEADOWBROOK HEALTH ASSOCIATES LLC, MOUNTAINVIEW COMMUNITYCARE LLC, CEDAR AVENUE HOLDINGS LLC, GRANADA INVESTMENTS LLC, each a Nevada limited liability company (each, a “Borrower” and collectively, the “Borrowers”).
REGISTRATION RIGHTS AGREEMENT CTR PARTNERSHIP, L.P. AND CARETRUST CAPITAL CORP.Registration Rights Agreement • June 5th, 2014 • CareTrust REIT, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 30, 2014, by and among CTR Partnership, L.P., a Delaware limited liability partnership and CareTrust Capital Corp., a Delaware corporation (together, the “Issuers”), CareTrust REIT, Inc., a Maryland corporation (“CareTrust”), CareTrust GP, LLC, a Delaware general partnership (the “General Partner”), the guarantors party hereto (collectively with CareTrust and the General Partner, the “Guarantors”), and Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and RBC Capital Markets LLC, on behalf of themselves and as representatives (“Representatives”) of the several initial purchasers listed on Exhibit A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 5.875% Senior Notes due 2021 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The
