American BioCare, Inc. Sample Contracts

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SECURITIES PLEDGE AGREEMENT
Securities Pledge Agreement • April 15th, 2011 • American BioCare, Inc. • Investors, nec • Michigan

This Securities Pledge Agreement dated as of April 11, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made by CC Tennessee Holdings, LLC, a Nevada limited liability company (the “Parent”), in favor of Citizens Bank, a Michigan banking corporation (the “Lender”).

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2010 • American Development & Investment Fund, Inc.

This First Amendment to Employment Agreement (this “First Amendment”) is made and entered into on October 15, 2009, effective as of January 2, 2009 by and between American Development & Investment Fund, Inc., a Nevada corporation (the "Company"), and Patrick J Donelan ("Employee").

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 29th, 2010 • American BioCare, Inc. • Investors, nec • Tennessee

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the ____ day of September, 2010, by and among American BioCare, Inc. (the “Purchaser”) and the shareholders of Care Choices of Tennessee, Inc. and Care Choices II, Inc. (“CCTN” or the “Company”) owning all of issued and outstanding voting and non-voting stock of the Company (each a “Seller” and collectively the “Sellers”).

SECURITY AGREEMENT
Security Agreement • April 15th, 2011 • American BioCare, Inc. • Investors, nec • Michigan

American BioCare, Inc., a Nevada corporation (“American”), and Citizens Bank, a Michigan banking corporation (“Citizens”) enter into this Security Agreement (this “Security Agreement”) as of April 11, 2011.

FIRST ADDENDUM TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 29th, 2010 • American BioCare, Inc. • Investors, nec • Tennessee

This FIRST ADDENDUM TO SHARE PURCHASE AGREEMENT dated December 28, 2010, (“Addendum”) is made to that certain Share Purchase Agreement (the “Agreement”) by and among American BioCare, Inc. (the “Purchaser”) and the shareholders of Care Choices of Tennessee, Inc. and Care Choices II, Inc. (“CCTN” or the “Company”) owning all of issued and outstanding voting and non-voting stock of the Company (each a “Seller” and collectively the “Sellers”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2011 • American BioCare, Inc. • Investors, nec • Michigan

CITIZENS BANK, a Michigan banking corporation (“Lender”), CARE CHOICES OF TENNESSEE, INC., a Tennessee corporation (“CCT”) and CC TENNESSEE HOLDINGS, LLC, a Nevada limited liability company (“Holdings” or together with CCT, the “Borrowers” or individually, a “Borrower”) enter into this Loan and Security Agreement (this “Agreement”) as of April 11, 2011.

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2010 • American Development & Investment Fund, Inc.

This First Amendment to Employment Agreement (this “First Amendment”) is made and entered into on October 15, 2009, effective as of January 2, 2009 by and between American Development & Investment Fund, Inc., a Nevada corporation (the "Company"), and Gary D. Lewis ("Employee").

INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • April 15th, 2011 • American BioCare, Inc. • Investors, nec • Michigan

Citizens Bank (“Citizens”), Patrick Pickel and Robin Adkins (together the “Creditors” or individually, a “Creditor”), Care Choices of Tennessee, Inc. , a Tennessee corporation (“CCT”) and CC Tennessee Holdings, LLC, a Nevada limited liability company (“Holdings” or together with CCT, the “Borrowers” or individually, a "Borrower") enter into this Agreement as of April 11, 2011.

SECURED PROMISSORY TERM NOTE
Secured Promissory Term Note • April 15th, 2011 • American BioCare, Inc. • Investors, nec

FOR VALUE RECEIVED, CC Tennessee Holdings, LLC, a Nevada limited liability company, and Care Choices of Tennessee, Inc., a Tennessee corporation (collectively, the "Borrowers") hereby jointly and severally promise to pay to the order of Citizens Bank, its successors and assigns (together "Lender") at 328 S. Saginaw Street, Flint, MI 48502, or at such other place as the holder hereof may from time to time designate in writing, the principal sum of One Million Five Hundred Thousand and no/100 ($1,500,000.00) plus interest and all charges thereon as provided below, with principal payable as follows:

GUARANTY
Guaranty • April 15th, 2011 • American BioCare, Inc. • Investors, nec • Michigan

American BioCare, Inc., a Nevada corporation ("Guarantor") executes this Guaranty (this "Guaranty") in favor of Citizens Bank ("Lender") as of April 11, 2011.

SECURED REVOLVING LINE OF CREDIT NOTE
Secured Revolving Line of Credit Note • April 15th, 2011 • American BioCare, Inc. • Investors, nec

This Note is given in accordance with, and is subject to the terms and conditions of the Loan Agreement. The indebtedness evidenced by this Note is secured by the Collateral and all other collateral granted Lender under and pursuant to the terms of the Loan Documents (and all agreements and documents referred to or incorporated therein) and all other collateral granted to Lender by the Borrowers at any time to secure any present or future obligations to Lender.

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