Date: September 9, 2019Confirmation of Transaction • September 12th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
OMEGA HEALTHCARE INVESTORS, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 9, 2020 3.375% Senior Notes due 2031Indenture • October 9th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
INDENTURE dated as of October 9, 2020 among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
OMEGA HEALTHCARE INVESTORS, INC.Underwriting Agreement • October 9th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and the Company’s subsidiary, OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Subsidiary Guarantor”), hereby confirm their agreement with you, as set forth below.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the First Amendment Effective Date, is by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
TIME-BASED PROFITS INTEREST UNITS AGREEMENT PURSUANT TOProfits Interest Units Agreement • February 28th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Investors, Inc. (Omega Healthcare Investors, Inc. is hereafter referred to as the “Company”) and «Recipient» (the “Recipient”).
TIME-BASED RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.Restricted Stock Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards as of the Grant Date to the Recipient the number of Restricted Stock Units set forth below (the “Restricted Stock Units Grant” or the “Award”). Underlined and capitalized captions in Items A through G below shall have the meanings therein ascribed to them.
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (the “Agreement”) is effective as of January 1, 2020 (the “Effective Date”), and is among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and Gail Makode (the “Executive”).
TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made May 10, 2019, among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and ________________ (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, MEDEQUITIES REALTY TRUST, INC., MEDEQUITIES OP GP, LLC and MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP dated as of January 2, 2019Merger Agreement • January 4th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of January 2, 2019, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Parent Operating Partnership” and, together with Parent, the “Parent Parties”), MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), MedEquities OP GP, LLC, a Delaware limited liability company and the sole general partner of the Company Operating Partnership (the “Company General Partner”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Company Operating Partnership” and, collectively with the Company and the Company General Partner, the “Company Parties”). 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 other
TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TOTSR-Based Performance Restricted Stock Units Agreement • February 28th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between Omega Healthcare Investors, Inc. (the “Company”) and «Recipient» (the “Recipient”).
FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2029)First Supplemental Indenture • November 3rd, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of October 30, 2020, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as the sole Subsidiary Guarantor (the “Subsidiary Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • July 14th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS TRANSITION AGREEMENT AND RELEASE (the “Agreement”) is made effective as of the 8th day of July, 2020 (the “Effective Date”), except as otherwise provide herein, among Omega Healthcare Investors, Inc. (“Parent”), Omega Asset Management LLC (the “Company”) and Michael D. Ritz (“Executive”). The Parent, the Company and the Executive, when collectively referred to, are hereinafter identified as the “Parties”.
TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.TSR-Based Performance Profits Interest Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Investors, Inc. (Omega Healthcare Investors, Inc. is hereafter referred to as the “Company”), to _____________________ (the “Recipient”).
DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2018 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT, (this “Agreement”), is made and entered into by and between Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”) and __________________ (“Indemnitee”) as of , 20___ (the “Effective Date”).
RELATIVE TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TORestricted Stock Units Agreement • February 28th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between Omega Healthcare Investors, Inc. (the “Company”) and «Recipient» (the “Recipient”).
TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TOTSR-Based Performance Profits Interest Units Agreement • February 28th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Investors, Inc. (Omega Healthcare Investors, Inc. is hereafter referred to as the “Company”) and «Recepient» (the “Recipient”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as a Guarantor, the lenders identified on the signature pages hereto and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Administrative Agent.
TIME-BASED RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.Time-Based Restricted Stock Units Agreement • February 28th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between Omega Healthcare Investors, Inc. (the “Company”) and «Recipient» (the “Recipient”).
RELATIVE TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLANRelative TSR-Based Performance Restricted Stock Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by Omega Healthcare Investors, Inc. (the “Company”) to ___________________ (the “Recipient”).
TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLANTSR-Based Performance Restricted Stock Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by Omega Healthcare Investors, Inc. (the “Company”) to ___________________ (the “Recipient”).
OMEGA HEALTHCARE INVESTORS, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 20, 2019 3.625% Senior Notes due 2029Indenture • September 20th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
INDENTURE dated as of September 20, 2019 among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
RELATIVE TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.Relative TSR-Based Performance Profits Interest Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Investors, Inc. (Omega Healthcare Investors, Inc. is hereafter referred to as the “Company”), to _____________________ (the “Recipient”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as a Guarantor, the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
7,500,000 Shares of Common Stock Omega Healthcare Investors, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • New York
Introductory. Each of Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and BofA Securities, Inc. (in its capacity as seller of Borrowed Shares (as defined below), the “Forward Seller”), at the Company’s request in connection with one or more letter agreements (each such letter agreement, a “Forward Sale Agreement”) between the Company and Bank of America, N.A. (in such capacity, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the applicable Forward Sale Agreement), of a number of shares of common stock, par value $0.10 per share (“Common Stock”) of the Company equal to the applicable number of Underwritten Borrowed Shares (as defined below) sold by the Forward Seller pursuant to this Agreement, confirms its agreement with BofA Securities, Inc. (in such capacity, the “Representative”) and each of the other underwriters named in Sche
TIME-BASED PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLANProfits Interest Units Agreement • February 26th, 2019 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Investors, Inc. (Omega Healthcare Investors, Inc. is hereafter referred to as the “Company”), to _____________________ (the “Recipient”).
CONSULTING AGREEMENTConsulting Agreement • July 14th, 2020 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts • Maryland
This Consulting Agreement (this “Agreement”) is entered to be effective as of August 16, 2020, by and between Omega Healthcare Investors, Inc. (hereinafter “Omega” or the “Company”) and Michael D. Ritz (hereinafter “Consultant”).
TO EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2018 • OHI Healthcare Properties Limited Partnership • Real estate investment trusts
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made December 14, 2018, among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and _________________ (the “Executive”).
