SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Dated as of [ ], 2013Limited Partnership Agreement • February 26th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, dated as of [ ], 2013, is entered into by and among Aviv REIT, Inc., a Maryland corporation (“Aviv REIT”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used herein are defined in Article 1 unless otherwise provided.
AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, L.P., AVIV REIT, INC. and AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP dated as of...Merger Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 30, 2014, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), OHI Healthcare Properties Limited Partnership, L.P., a Delaware limited partnership, the sole general partner of which is Parent and the sole limited partner of which is Merger Sub (the “Parent Partnership”), Aviv REIT, Inc., a Maryland corporation (the “Company”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Company Operating Partnership”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub, the Company and the Company Operating Partnership are each individually
CREDIT AGREEMENT Dated as of March 26, 2013 among AVIV FINANCING IV, L.L.C. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, AVIV REIT, INC., as REIT Guarantor, AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV HEALTHCARE PROPERTIES OPERATING...Credit Agreement • March 29th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of March 26, 2013 by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (the “Parent Borrower”) each of the entities from time to time executing a Joinder Agreement pursuant to Section 6.14(a) hereof (individually a “Borrower” and collectively with the Parent Borrower, the “Borrowers”), AVIV REIT, INC., a Maryland corporation (the “REIT Guarantor”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “LP Guarantor”), AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “OP Guarantor”), the other Guarantors identified herein, the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).
INVESTMENT AGREEMENTInvestment Agreement • March 29th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
This Investment Agreement (as in effect from time to time, this “Agreement”) is entered into as of March 25, 2013 by and among Aviv REIT, Inc., a Maryland corporation (include any successor entity, the “REIT”), and LG Aviv L.P., a Delaware limited partnership (the “LG Investor”).
BORROWER JOINDER AND AFFIRMATION AGREEMENTBorrower Joinder and Affirmation Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of June 19, 2012 (the “Effective Date”), is by and between MOUNT WASHINGTON PROPERTY, L.L.C., a Delaware limited liability company (“Additional Borrower”), AVIV FINANCING I, L.L.C., a Delaware limited liability company (the “Parent Borrower”) and GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors as assigns, the “Administrative Agent”), in its capacity as Administrative Agent under that certain Amended and Restated Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of May 31, 2012, by and among the Parent Borrower, certain Subsidiaries of the Parent Borrower (such Subsidiaries, together with Parent Borrower and each of the entities who become a party thereto by execution of a Borrower Joinder Agreement, collectively, the “Borrowers”), the Lenders from time to time party thereto, and Administrative Agent. Capitalized te
RELEASE AGREEMENTRelease Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 19th day of June, 2012, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING V, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).
AVIV REIT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 15th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ — ] (the “Holder”) as of [ — ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ — ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 12th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
ContractSupplemental Indenture • December 7th, 2012 • Aviv Reit, Inc. • Real estate investment trusts • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2012, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule I hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
AVIV REIT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 15th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ — ] (the “Holder”) as of [ — ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ — ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
RELEASE AGREEMENTRelease Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 25th day of September, 2012, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING V, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2013 (“Agreement”), by and among Aviv REIT, Inc., a Maryland corporation (the “Company”), Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (“Partnership” and, together with the Company, “Indemnitors”), and (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2013 • Aviv Reit, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 16, 2013 (this “Amendment”) is by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (the “Parent Borrower”), each of the entities identified on the signature pages hereto as a Subsidiary Borrower (each individually a “Subsidiary Borrower” and collectively with the Parent Borrower, the “Borrowers”), AVIV REIT, INC., a Maryland corporation (the “REIT Guarantor”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “LP Guarantor”), AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “OP Guarantor”), the other Guarantors identified herein, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below.
TRANSITION AGREEMENTTransition Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
This Transition Agreement (“Agreement”) entered into by and between Craig Bernfield (“Employee”) and Aviv REIT, Inc. (“Aviv REIT”), a Maryland corporation, is effective as of October 31, 2014.
BORROWER JOINDER AGREEMENTBorrower Joinder Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS JOINDER AGREEMENT (this “Agreement”), dated as of May 1, 2012, is by and between MOUNT WASHINGTON PROPERTY, L.L.C., a Delaware limited liability company (the “Subsidiary”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for itself and the lenders (together with its successors and assigns, the “Administrative Agent”) under that certain Credit Agreement dated as of January 31, 2012 (as amended, restated, modified, supplemented and extended from time to time, the “Credit Agreement”), by and among AVIV FINANCING V, L.L.C., a Delaware limited liability company (the “Parent Borrower”), the other borrowers from time to time party thereto (together with the Parent Borrower, collectively the “Borrowers”), AVIV REIT, INC., a Maryland corporation, as a guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Dated as of March 26, 2013Limited Partnership Agreement • March 29th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, dated as of March 26, 2013, is entered into by and among Aviv REIT, Inc., a Maryland corporation (“Aviv REIT”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used herein are defined in Article 1 unless otherwise provided.
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”), among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Aviv REIT, Inc., the parent company of the Company (“Aviv REIT”) and Steven J. Insoft (the “Executive”) is to be effective as of the execution date of the Merger Agreement (as defined below) (the “Effective Date”). This Agreement is contingent on the execution of the agreement and plan of merger by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, Aviv REIT, and Aviv Healthcare Properties Limited Partnership, L.P. (the “Merger Agreement”) no later than October 30, 2014. If the Merger Agreement is not executed by that date for any reason, this Agreement will immediately and automatically be null and void and be of no further force or effect.
AVIV REIT, INC. STOCK AWARD AGREEMENTStock Award Agreement • March 18th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), an unrestricted stock award (the “Award”) of [ • ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014Voting Agreement and Irrevocable Proxy • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”) and LG Aviv L.P., a Delaware limited partnership (“Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT September 17, 2010Registration Rights Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of September 17, 2010 (this “Agreement”) among AVIV REIT, INC., a Maryland corporation (including any successor entity, the “REIT”), AVIV HEALTHCARE MERGER SUB LP, a Delaware limited partnership (including any successor entity, the “Partnership”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Existing Partnership”) and the INVESTORS (as herein defined).
8,000,000 Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • New York
BORROWER JOINDER AGREEMENTBorrower Joinder Agreement • October 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 2, 2012, is by and between TEXAS FIFTEEN PROPERTY, L.L.C., a Delaware limited liability company (the “Subsidiary”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for itself and the lenders (together with its successors and assigns, the “Administrative Agent”) under that certain Credit Agreement dated as of January 31, 2012 (as amended, restated, modified, supplemented and extended from time to time, the “Credit Agreement”), by and among AVIV FINANCING V, L.L.C., a Delaware limited liability company (the “Parent Borrower”), the other borrowers from time to time party thereto (together with the Parent Borrower, collectively the “Borrowers”), AVIV REIT, INC., a Maryland corporation, as a guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein a
ASSET PURCHASE AGREEMENT Dated as of November 5, 2014 by and between FINANCING VI HEALTHCARE PROPERTY, L.L.C., as Buyer and DIAMOND SENIOR LIVING, LLC, as SellerAsset Purchase Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2014 is made and entered into by and between FINANCING VI HEALTHCARE PROPERTY, L.L.C., a Delaware limited liability company (“Buyer”), and DIAMOND SENIOR LIVING, LLC, a Delaware limited liability company (“Seller”).
AVIV REIT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 31st, 2012 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ • ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
AVIV REIT, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTNon-Employee Director Restricted Stock Award Agreement • March 18th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of [ • ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
—] Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • New York
