EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and between The Pennant Group, Inc., a Delaware corporation (“SpinCo”), and The Ensign Group, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Master Separation Agreement, dated as of October 1, 2019, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).
TAX MATTERS AGREEMENTTax Matters Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services
THIS TAX MATTERS AGREEMENT is dated as of October 1, 2019, 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 The Pennant Group, Inc., a Delaware corporation, and currently a direct, subsidiary of Ensign (“SpinCo”), by and on behalf of itself and each Affiliate of SpinCo (as determined after the Distribution). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement, dated as of October 1, 2019 (the “Separation Agreement”).
MASTER SEPARATION AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019Master Separation Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 1, 2019, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and THE PENNANT GROUP, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Ensign (“Pennant”). Ensign and Pennant 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.
TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019Transition Services Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware
THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 1, 2019, by and between The Ensign Group, Inc., a Delaware corporation (“Ensign”), and The Pennant Group, Inc., a Delaware corporation (“Pennant”). Ensign and Pennant 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 ascribed to such terms in the Separation Agreement.
CREDIT AGREEMENT dated as of October 1, 2019 among THE PENNANT GROUP, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BOFA SECURITIES, INC. and REGIONS SECURITIES...Credit Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • New York
THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 1, 2019, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), 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 (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).
