Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. DEFINITI ONS............................................................................ .... 1 SECTION 1.2. OTHER DEFINITIONS.............................................Indenture • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • New York
BACKGROUNDPledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
RECITALSSecurity Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
WITNESSETH:Pledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
RECITALS:Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities
1 Exhibit 10.45 STOCK PLEDGE AGREEMENT (Ampro Medical Services, Inc.) DATE: January 31, 1999 PARTIES: Pledgor: AMERICAN PROFESSIONAL HOLDINGS, INC. a Utah corporation 10405 E. Northwest, Highway #109 Dallas, Texas 75238 Secured Party: David Kremser,...Stock Pledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities
RECITALSSecurity Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
2 3 Investments-I, Inc. and BritWill Investments-II, Inc., and the Pledge Agreement dated as of February 2, 1999 between Lender and BritWill Investments-I, Inc. with respect to the stock of Cedar Care, Inc. and Sherwood HealthCare Corporation.Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities • Michigan
MASTER LEASE ("OMEGA NEW MASTER LEASE")Master Lease • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
SHARING AGREEMENTSharing Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
2 3 sold. Except for registration statements on Form S-4, S-8 or any successor thereto and except as provided in Section 9(g), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for...Registration Rights Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
RECITALS:Interim Management Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
1 Exhibit 10.4 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Maryland
RECITALS:Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
3 4 or indirectly results in or aids the discharge of Debtor of its Obligations under the Indiana Returned Facility Note by operation of law or otherwise; or (d) any modification of the Indiana Returned Facility Note, in any form whatsoever.Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities
3 4 12. This Note shall be binding upon the undersigned and its successors and assigns. Notwithstanding the foregoing, the undersigned may not assign any of its rights or delegate any of its obligations under this Note without the prior written...Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities
RECITALS --------Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities • Indiana
1 2 deemed references to the Omega New Master Lease as amended by the First Amendment.Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities
1 EXHIBIT 10.6 FIRST AMENDMENT TO OMEGA NEW MASTER LEASE GUARANTEE This FIRST AMENDMENT TO OMEGA NEW MASTER LEASE GUARANTEE ("First Amendment") is given as of February 2, 1999, by RAINTREE HEALTHCARE CORPORATION (FORMERLY UNISON HEALTHCARE...Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities
1 2 valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:Indiana Returned Facilities Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
