corporaflon lp, william execution...

EXECUTION COPY

R1LEASE AGREEMENT

THIS RELEASE AGREEMENT (".ELEAS") is made o be effective s cf th day of March, 2006 (EFFEC11VE DATE") by anJ between GENERAL ELECTRIC CAP!TAL CORPORAflON ("0E CAPITAL"): GTCR FUND VI, LP, OTCR V EXECUTIVE FUND LP.. an GTCR ASSOCIATES VI

(collectively. tbc "OTCR iNVESTORS"); and EDGAR D. JANNOnA; DANIEL VIH; WIllIAM GOLDBERG; ET}LkN BUDTh; ThOMAS ERICKSON, BRUCE RAUNER, DONAH EDWARDS, Ì{ARK ANDERSON, and PERRY BALLARD (coUectively togcther with the GTCR INVESTORS, thc GTCR GROUP").

Recltps

GE CAPITAL is the holder of a )oaa ("TERM LOAN") in th originally stated maximum piincipal auount of PU'ty-Five Million Dollars (55,OOOOOO.00). The TERM LOAN is evidenced, by the following loan documents ("ORIGINAL LOAN DOCUMENTS"): (i) a Loan Agreement ("ORIGINAL LOAN AGREEMENT"); (ü) a Pmmissory Note ("ORIGINAL NOTE") in the originally tatcd principal amount of Fifty-Five Million Dollars (5S,OOO,OOU.00); (lii) various mottgagcs, deeds of trust, and assignments of leases and rents (colleçtively, the "OR1GNAL MORTGAGE DOCUMENTS"); aid (iv) various other agreements, intrumcots, filings, guaranties, and other documents. By Purchase And Sale Agrccmcnt dated December 27, 2002, GE CAPITAL purchaned tbc TERM LOAN and the ORIGINAL LOAN DOCUMENTS troni Ventas TVS, LLC.

GE CAPITAL and the parties dtmized on attached hereto (collcctivcly, "TERM LOAN BORROWERS") entered into a 1orb«arançe Agrecrncnt dated August 2, 2004, a amended by fifteen (IS) subsequent amendments thcreto, the most recent being dated March 24, 2006. as the result of the occnrence and contii3UnCe of certain events of dcfuIt ("EVENTS OF DEFAULT") under the ORIGINAL LOAN DOCUMENTS.

In accordance with a Modification Agreement ("MODIFICATION") inteodcd to be of even date heTewith, GE CAPITAL has agreed to sno&fy, amend, and continue to extend the TERM LOAN to the entities set forth on

hjhiiA attached hcrcto (collectively, "TERM LOAN BORROWERS"). After giving effect to thc contemplated amendments and modications, the stated principal amount of the TERM LOAN Will be in the mximtmi aggregate amouut of Forty-Two Million Dollars ($42,000,000). The obligations of the TERM l..OAJ'l BORROWERS to GE CAPITAL to repay the TERM LOAN and to perform their respective obligations under the applicable loan documente relating thereto will be jointly and severally guaranteed by the entities set forth ou attached hereto (collectively, "TERM LOAN GUARANTORS")

GE CAPITAL has also agreed to extend to the entities set forth on Exhibit C attached hereto (collectively, "REVOLVER EORROWERS") a revolving credit facility ("REVOLVER") in thc originally stated maximum aggregate amount outstanding of Thirtccn Million Dollars (I3,OOO,OOO). The obligations ofjc REVOLVER BORROWERS to GE CAPITAL to repay the REVOLVER to GE CAPITAL and to perform their respective obligations under the applicable loan documents relating thereto will. be jointly and severlly guaranteed by the entities set forth on Exhibit D attached hereto (collectively, "REVOLVER GTJARANTORS"). Hereafter, the TERM LOAN BORROWS, the TERM LOAN GUARANTORS, the REVOLVER BORROWERS, and the REVOLVER GUARANTORS are collectively referred to as the 'Till OBLIGORS," the TER{ LOAN and the REVOLVER arc collectively referred Io as the "LOANS," and the loan documentation, guaranties and agreements evidencing or securing the LOANS after giving effect to the amendments and modifications contemplated by the MODIFICATION arc collectively referred to as the "LOAN DOCUMENTS."

The GTCR INVESTORS currently hold certain investments in and loans to various of the TI-U

OBLIOORS, The GTCR INVESTORS wish to make the investments scheduled on attahcd hereto ("IN\TESIMENTS") into Atlantic Health Holdings, LLC, a Delaware mm ted Libi1ity company ("THI SHAREHOLDERS") on or prior to the EFFECTIVE DATE. The pmcecds of tbc INVESTh'IENTS are to be paid by the 'cHi SHAREHOLDER to Trans Healthcarc, Inc. ("THI") as investments by the TI-H SHAREHOLDER in TI-LI common stock on or prior to the EFFECTIVE DATE. After giving effect to the fl4VESTMIENTS, the Till SHAREHOLDER and Ti-II Holdings, Inc. will own one hundred percent (100%) ofthestock ownership ofTi-Il, and the oership ofthe TRI SHAREHOLDER and Till Holdings, LLC on the EJFECFIVE DATE will be as act forth ou Exhibit F attacbed hereto. The GTCR INVESTORS bave requested that prior to the funding of the

GECC00043I3 SftS69OThC Rcwc'axLEASE.toe

Case 8:13-ap-00893-MGW Doc 768-32 Filed 08/15/14 of 19

rNVESThNTS thc GTCR INVESTORS obtain from GE CAPITAL asuranccs that GE CAPITAL neither

contcmplatcs nor claims to hold any claims or causes of action agabit any of the members of the GTCR GROUP

arising prior to the EFFECTIVE DATE relating to any ofthe above-1cscrtbed contemplated transactions and that all

EVENTS OF DEFAULT will be deemed to have been waived and terminated on the EFFECTIVE DATE.

NOW, THEREFORE, for good and vahiabtc consideration, the receipt and adequacy of which are

acknowledged, the parties hereto agree as follows:

1. Release Of 01CR Group GE CAPITAL agrees that upon the funding in full of the

rNVESTMEN1S by the GTCR INVESTORS and the distribution and the payment in full of the cash proceeds of

the fl'WESTMENTS by the THI SHAREHOLDER to TRI in a fully paid-in aggregate cash amount of not less than

Twenty Million Dollars ($20,000,000.00) on or before the EFFECtIVE DATE, GE CAPITAL releases and

discbargca the GTCR GROUP of all claims, causea of action and dzinagc (collectively, the OTCR RELEASED

cLA1MS' arising out of any dealings, discussions, ncgoliations. aLleged oral agreements, or interactions between

any of LhCGTCR GROUP and GE CAPITAL andany conduct oftbe members ofthc GTCR GROUP prior to the

EFFECTIVE DATE relating or pertaining to: (a) the credit accomnxdations between ceitab of the THu

OBLIGORS and GE CAPITAL in existence prior to the EFFECTIVE DATE; (b) the LOANS; (c) the negotiation,

execution, and delivery of the LOAN DOCUMENTS; (d) the TRI OBUGORS; (e) the dealings between GE

cAPrIAL and the GTCR GROUP which relate or pertain to the Tfl OBLIGORS; and (f) the INVESTMENTS,

The partie5 hereto acknowledge and agree that the terni "GTCR RELEASED CLAIMS" shall not inchzdc: (i) any

claims, Causes ofaction or damages ofGE CAiITAL against any ofthe GTCR GROUP based upon or arising fróm

any actual fraud, criminas acts or willful misconduct committed by any members of the C3TCR GROUP; or (ii) any

clairna, causes ofaction or damages oFGE CAPITAL ofany kind against any of the Tul OBLIGOR.S or any other

persons not members of the OTCR GROUP; or (iii) any claims, causea of action or damages of GE CAPITAL

against any ofthc GTCR GROUP other than those specifically described above im subparagraphs (a), (b), (e), (d),

(e), and (f), all ofwbich excluded claims, causes ofaction, or damages arc intended to auj-vive thia RELEASE. GE

CAPITAL agrees that it will not prosecute any egaI actions or otherwise sue any of the GTCR GROUP upon or for

the GTR RELEASED CLAIMS.

2. cLease Of GE Capital. Each member of the GTCR GROUP agrcc that cfThctive upon the

closing of the LOANS and the funding of the proceeds of the LOANS as contemplated to be ¡nade at closing by the

trrm of the LOAN DOCUMENTS and the execution and delivery by GE CAPITAL of the LOAN DOCUMENTS

to which GE CAPITAL is intended to be a signatory, each member of the GTCR GROUP relcasës and discbargca

GE CAPITAL of all claims, causes of action. and dangea (collectively, "(3E RELEASED CLAIMS") of any

member of the GTCR GROUP against GE CAPITAL arising out of any dealings, discuaions, negotiations, ailcgcd

oral agreements, or interactions between GE CAPITAL and the GTCR GROI.W and any conduct ofGE CAPITAL

prior to the EFFECTIVE DATE relating or pertaining to: (a) the credit accommodations between certain of the TRI

OBLIGORS and GE CAPITAL in cxiìtcnce prior to tbe EFFECTrVEDATE; (b) the LOANS; (ç) the negotiation,

execution, and ddllver' of the LOAN DOCUMENTS; (d) the TUI OBLIGORS; (e) the dea]in between GE

CAPITAL and the GTCR GROUP which relate or pertain to the TRI OBLIGORS; and (t) the INVESTMENTS.

The paitiea hereto acknowledge that the term "GE RELEASED CLAIMS" shall not include: (i) any claims, causes

of action or damages of the GTCR GROUP against GE CAPITAL based upon or arising from any actual fraud,

criminal activity or wiliful misconduct committed by GE CAPITAL; or (ii) any claims, causes of action or damages

ofthe GTCR GROUP ofany kind against any ofthe TEl OBLIGORS or GE CAPITAL; or(üi) any claims, causes

ofaction or danges ofthe GTCR GROUP against GE CAPITAL other than those specifically described above in

subparagraphs (a), (b), (e), (d), (e), and (t), all ofwbich excluded claims, causes of action or damages arc intcnded to

survive this RELEASE. Each member of the GTCR GROUP agrees that it will not prosecute any legal actions or

otherwise suc GE CAPITAL upon or for any of the GE RELEASED CLAIMS.

3. No Knowlcde Of Claims For Dad AcIs. Each party to this RELEASE represents to aJJ of the

other parties to this RELEASE that as of the EFFECTIVE DATE it has no present knowledge or belief that there is

any basis for any party to this RELEASE to assert any claims or causes ofaction against any other party based upon

the alleged actual fraud, criminal act, or Willful misconduct ofany other party.

4. Confirmation OfResolution OfEvents OfDefault. GE CAPITAL confirms and acknowledges for

the benefit of the GTCR GROUP that on the EFFECTWE DATE and upon the execution and ddivcy by the flU

2 GECC0004314

S:VMS\236%\OTRC Rrlcarc\RRLEASE,doç


OBLIGORS of thc LOAN DOCUMENTS and the clo5ing and funding of the LOANS by 0E CAPrTAL, thc EVENTS OF DEFAULT shall be deemed to be waived, terminated and no longer in effect.

5. THI Oblirs Aie Not Thixd-Pazty Bcnefici*ries. This RELEASE is intended solely for the benefit ofthe parties hereto. The THI OBLIGORS are not intended to be third-party beneficiaries ofthis RELEASE or to bave any rights under this RELEASE.

6. Independent Decision To Jnysj. The GTCR INVESTORS acknowledge that in electing to make the INVESTMENTS, the GTCR INVESTORS: (a) have conducted such due diligence and made such inquiries and invcsgations of the TRI OBLIGORS, the Thi SHAREHOLDER, and TRI and their respective finance; indebtedness, assets, and business affairs and prospects as the OTCR INVESTORS have deemed to be pruden1 reasonabi; necessary and sdvisable (b) bave exercised their own independent business judgment; (e) possess the requisite business and investment owledge and experience to evaluate the potential risks and merits of the INVESTMENTS; (d) have sufficient financial ability and net wotth to bear the economic risks of the INVESTMENTS; and (e) have not relied upon any promises, representations, or inducements &om GE CAPITAL or any of itS officers, agents, affiliates or representatives.

. 7. CImice Of Uw Conseup Juriadicflon Aeement M To Venue. This RELEASE shalt be

.

construed, performed and enforced and its validity and enforceability determined in accordaiicc with the lawi of the State of MaIyIand (excluding conflict of laws principles). Each of the parties agrees that for all claims, causes of action or damages arising out of or relating to this RELEASE, including actions to enforce or consie this RELEASE: (a) each party consents to thejurisdiction ofthe cow-ta ofthc State ofMaryland and thejurisdiction of

S

the United States District Court for the District of Maryland, if a basis for federa) jurisdiction exists; and (b) each party waives any right to object to the maintenance of a suit in any of the state or federal courts of the State of Maryland on the basis of improper venue or inconvenience of forum.

:- 8. Counterparts And Delivery. This RELEASE may be executed and delivered in counteiparta. Executed counterparts of this RELEASE may be delivered via facsimile or comparable electronic transmission, and such counterparts shaU be considered as originals for all purposes. No party shall raise the use of a facsimile

. machine or comparable electronic transmission mail to deliver a signature as a defense to the granting or enforceability ofthis RELEASE.

9. Successors knd Assizns. This RELEASE shall be binding upon and inure to the benefit of the parties and their respective successors and assigns and personal representatives.

Io. Wpjyc Of Jury Tria]. Each of the parties agrees that any suit, action., or proceeding, whether claim or counterclaim, brought or instituted by aoy party, or any successor or assign ofany party, on or with respect to this RRLEASE or which in any way relates, directly or indirectly, to the obligations of any party to any other party, or thc dealings of the parties with respect thereto, shall be tried by. a court and not by a jury. EACH OF ThE PAlmEs HEREBY EXPRESSLY WAWES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACIION, OR PROCEEDING. O

tSIGNATURES BEGIN ON TRE FOLLOWING PAGE)

GECC00043I 5

S:VMS\23696'OTRC Rck2sc\RELASado


Signature Page to Release Agreement:

ml WITNESS WHEREOF, the undersigned have executed this RELEASE as of the date first above

writteD.

GE CAPITAL:

GENERAL ELECTRIC CAPITAL CORPORATION

Jeffrey ErI1' Duly Authorzcd Signatory

[SIGNATURES CONTINUED ON TRE FOLLOWING PAGE]

4

S:VMS\236%\OTRC Rleasc\RELEAScioC

GECC00043I6


Sigonture Page to Heleaje Agreement - Continued:

GTCR GROUP

GTCR PUNI) VI. L.?,

By GTCR Pa1ncra, VI, LP., Gocr1 Partner OTCR Golder P,eimcr, LLC., Omerat Partner

Name: A,J?.

01CR VI P.XECUT1VII FUNi) LP.

By 01CR Partners, VI, LP., General Partner 01CR. Golder Retmer, L.LC.. Oaneral Partner

NYjMR4t. G1CR ASSOCIATES VI

.

.

01cR. Parma; VI, LP,, Managing General Parmer 01CR. Guider Reuner, LLC., Gen«aI Partner

.

B ___

DANIRL VIII

WILLIAM GOLDBERG

[SIGNATURES CONTINUED ON 111E FOLLO WINO PAGEl

5 -. .i;: Retener (OS 3-lfl.(LEOAL_1099fl20j3)EOC

GECC00043I7


Pax aent by : 131238222a1 GTCR OEOLV}E R4Ut(ER 3-Z?-96 i62 FOE 2/2

Stpaftire PAgA $ Riw. Ar«d - GTcR GROUP:

crrcBpu11IvILP.

Oxt VI, LP., Oto«il Pp

OOId& Raun&, LLC., Ont Prnr

Nc: _______________

qravIxEcunvupvHDtp.

t

-

fly QTPta, VI, L.?, QxI Paz OTQ Ooi4 Rvznc LL,., OcnerI Pztn«

BY: -:

Prindpal

oTaAssoc1Ams VI

-

- By OTCR ?thiui, VI, LP, M41tgfng Gui Prb OT GoI&Run, LL.C, G.nz&I ?itxc

By: Name: P-

WILLIAM OOLDBBRO

[8IcAnJRE8 e TIJ4UED ON fiB POLLOWINO PAOEJ

GECC0004318


3:tJ4ür '*f to ftde2C Agr«;iietit- (tzthiith

(.I (R rt.r vi. ir.

f. urcí ':1. LP.. (i'R I') (TCK (W.Riinc. LL.0

, Çr.'nr Prs'c

._._..._. . -.-....-...-.----- .

_.._.___._____..____ .

crrc vi iThF1(.t.i.

o trc v 4TI:ï (kId!bu, (frIItTi)t$kr

I3; ___..__...._. __.,_.._ .--.........-....--.-.....-.

Nit)ç. .._

.

. çrcn i

: .v:

CTCR Ptnir, QI .'., (hitit! Pafthr

rc Lt.'2.. ()i%cit )ir

r'4;,iw:

tt1eI

n. iANNO11

D:;4ii. 'VH

. ...

!

WILL M ri.iz ' -

(tCVt'.JiUS arnNui:p CN ThF POI.L('J.T!'

GECC00043I9


h-24-2ø6 175e FLEOLNT PT)ERS

8gnMur. P$e th Rtt Agremrit- CCndnUed

GTCR GROW' - Continuefi:

.

i

. THANBUDTh I

Bibft A Term Loan Brw Exi B T«u Lo*n Gixixiznoi EdIb1tC 1e'oIvcrB«ijwtm

ib1z D RevOlve: Gmntor E,th!b!t E StheduI of 1nvtrnent3

Exhibit F Sthcdule Of OWn«IIP

TIfOMAS EIÚCKSO4

fiRURAUNER

DONAW EDWARDS

MARK ANERSOM -. .

PERRY BMLMW

GECC000432O

ThT P.


LEGAL DEPARTMENT fax:(1D7731D29 Mr 27 2uu6 15:41 P.02

/27/2øB 12:55 617638ø96 jn-E u

Ipttfl( Pa to R1*e Mram.tt- Cotjnucd

rc citou cnnthu4

AN3UD

THOMAS ERI(JON

B'dbft A Tain 1.oDwowt* ExhThiit'3 Oxi Ezbt C R1vraowi xhibh J. x4bi d*i ytt1J aiz p si of Owneisbf p

GECC000432I

ud 3&c ATh?Wvy Iz*i« (03 34LflAl,!o77JoJ4DX


i

11tzWo

LIDI!

r

C) o o o

o o

I

g i?.i

I

z

Q o

o

I-

t3

o

X o o


Sinaturc Pige to Reeasc Agreement - Cúntinued:

GT.CR GROUP - Continued:

BIlI/tN BUDIN

THOMAS ERICKSON

BRUCE RAUNBR

DONALD EDWARDS

£bN PERRY BALLARD

Exhibit A Term Loai Borrowers Exhibit B Tern Loan Guarantors Exhibit C Revolver Borrowers Exhibit D Revolver Guarantors Exhibit E Schedule of Jnvestmentt Exhibit F Schedule ofOwnership

6 C:\Docwnenu and Snihy.btinß\Løca1 $o11jrTonipony 1ntnej PiIs\OLK385\OB Rnfeaso (OS 3-

ILEOAL1099fl20j3)DOC GECC00043Z3


Sguature Page to Release Agreemeot-Coritinued;

GTCR CROUP - Coalinued:

Exhibit A Exhibit B Exhibit C Exhibit D ExhIbit E Exhibit F

Term Loan Bont,wers Tern Loan Ouarantcrs Rcvolvci Bonowei Rcvolves Guerantors Schedule of Investments Schedule of Ownership

ETHAN BUDIN

THOMAS ERICKSON

BRVCE RAUNER

DONALD EDWARDS

MARK ANDERSON

PERRY .(L.LARD Cj

GECC0004324


2

o'

'o

o'

Q

Ç)

C)

ni

ç)

o

o o

(11

0000000000000000

-..

. - - _) -

- - - -.

.-. -. .-

.-.' -.

0000000000

o o e o o O O O O O

o!zÖE-Q.

-

'<i

O)

r

-

p.

r-

°

)

t-

s

Ö_

C-)

'<

tT3

-F Ö

o


L,,

bS

o' I r

i,

o

C) o o o

V.,)

p4

C)

Q o o o o : :

o C1)C,I)O

-, -' -, .-.. .-..

_, _, .., -, _, -, _, -.,

V

d

c

..

5 o

'< XE

00000

o

oo

M

'

-n

E'

2.Ö

OQ

g9.F

p E'oP

0

n

r.tÖ

rÖO

9'

°

h

r,r0

J..

ÖÖB

cra.cOoÖ

.

:E

..

o

r

-

g.or.

-

ßj)

.

)Ö

O

C)

tTj

00

-, _,

Ot'

w

9

C)

-r

C,

-3 o


Cd, I

nl

ç) o o

o

p',

o o

o o O o o o o e o o o o o O O O O-o o o o o o

_C

CCI CC CCC

C

C

CC

'C CC "

C

'C'C

CCC

.

.

: o o o o o o

o

o o o o o o o o o o

,

:E:8:E:9

r

fg

EE:E:E:E:E:E:

. oS00000

OOOOOQOOOO

n

r'

EE

.

.

jhrp o

t-

,j'

J-

r-

oot_.,

r

p

00

00

C

n

rr

rn

n

o

r'

OC


EXHIBIT D

REVOLVER GVARANTORS

Till Holdings, LLC Atlantic Health Holdings, LLC Trans Healthcarc Inc. Till of Ohio ALFs, Inc.

TUI of Masylasid, Inc.

TUl Properties, Inc. TUI Services Coip. Till Specialty Hospitals of Ohio, inc. TRI Therapy Concepts, LLC

TUI Services of Maryland, LLC Till of Maryland SNEs 1, LLC Till of Maryland SNPs Il, LLC Till of Ohio SNFs, LLC TRI of Ohio ALFa I, LLC

Pathway Health Management, Inc.

S:VMS'2396'OThC Rdc*s\RELEASE.doc

GECC000432S


EXHEBIT E INVESTMENTS

Th following enties shall mnke equity investments ofthc amounts set forth opposite eacit cntíty's name in TRI Holdings, LLC and in Atlantic Health HoIdngs, LLC.

Investor Amount oflnvestment In Atlantic Health Holdings, LLC ____________________________

GTCRFundVI, LP. $l9,8I3,1OOOO

01CR VI Executive Fund, L.?. $ I 42,040.00'

GTCR Associates VI $ 44,860.00

S:VMS\23696'QTRC Rctcsc\JthLEASE4oc GECC0004329


EXHIBIT I

OWNERSHIP ON EFFECTIVE DATE

Tm Hotd1rw, LLÇ

S

Name nd Address Common

UnLt

CIu A Preferred

Units

CLs B Prererred

Un1t Common

Percetitage Voting

Percentage*

OTCRFund V!, LP. 234,897.17 25,835J7 87.14% 86.83%

OTCRVI Executive Fund L.P. 1,683.98 185.21 0.62% 0.62%

FCRMsociatcsVI 531.84 58.49 0.20% 0.20%

Anthony P. Misitano 13,800.00 29.83 5.12% 5.10%

Usa L. MaLcan 7800.00 29.83 2.89% 2.88%

ThomuC.Knavy 3,150.00 14.92 . 1.17% 1.16%

Edward S. Croft II! 1,350.00 61.195 0,50% 0.50%

Thcdore3. Bcndcrlll 1,350.00 62.195 0.50% 0.50%

DaleCordial 3000.00 970.00 1.11% 1.47%

ChÑtopherMisitano 36.00 11.64 0.01% 0.01%

Timothy F.Njcholson and

Dcborah B. Nicholson, as tenants

by the entireties

1,659.86 51.69 0.62% 0.61%

TheNicholsonFamilyLimited Partnerehip

36.15 11.69 0.01% 0.01%

encstBroadbent 105.00 33.95 0.04*,Ç Ø4%

;;d Hollinger 75.00 24.25 0.03% 0.03%

Southpnt Finncia1 Group, [nc. 75.00 24.25 0.03% 0.03%

Total 269,550.00 26,435.31 910.00

'Each CIas B Preferred Unit has voting rights as set forTh in the Second Amcndcd and Restatcd Limited Liability

Company Agreennt ofTHI Holdings. LIC.

Atlaflt(c Health Holdlns, LLC

Name Common

Units

Chu A Preferred

Uults

GTCR Fund VI, LP. 9,906,550.00 l8822.445

GfCR VI Executive Fund L.?. 7l020.O0 134.938

GTCR AssociatesVl 22,430.00 42.617

GECC000433° S;\JMS\2369'QTRC 1tckas\RELEASE.doc


corporaflon lp, william execution...

Documents