CARE CAPITAL PROPERTIES, LP, as Issuer, CARE CAPITAL PROPERTIES, INC. and CARE CAPITAL PROPERTIES GP, LLC, as Guarantors, and REGIONS BANK, as Trustee INDENTURE Dated as of July 14, 2016 5.125% Senior Notes due 2026Care Capital Properties, Inc. • July 15th, 2016 • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT Dated as of July 14, 2016 by and among CARE CAPITAL PROPERTIES, LP, CARE CAPITAL PROPERTIES, INC., CARE CAPITAL PROPERTIES GP, LLC and BARCLAYS CAPITAL INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO...Registration Rights Agreement • July 15th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase Agreement, dated July 7, 2016 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of July 14, 2016 (the “Indenture”), by and among the Company, the Guarantors and Regions Bank, as trustee (the “Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN VENTAS, INC. AND CARE CAPITAL PROPERTIES, INC. DATED AS OF [•], 2015Transition Services Agreement • July 15th, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This Transition Services Agreement (this “Agreement”) is entered into and effective as of [ ], 2015 (the “Effective Date”), by and among Ventas, Inc., a Delaware corporation (“Provider”) and Care Capital Properties, Inc., a Delaware corporation (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”
CREDIT AND GUARANTY AGREEMENT Dated as of August 17, 2015 amongCredit and Guaranty Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of August 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among, CARE CAPITAL PROPERTIES, LP, a Delaware limited partnership (the “Borrower”), CARE CAPITAL PROPERTIES, INC., a Delaware corporation (the “Parent”), CARE CAPITAL PROPERTIES GP, LLC, a Delaware limited liability company (“Care GP”), and certain subsidiaries of the Borrower from time to time party hereto as guarantors, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, and BANK OF AMERICA, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), BARCLAYS BANK PLC (“Barclays”) and CITIZENS BANK, NATIONAL ASSOCIATION (“Citizens”), as Swing Line Lenders and L/C Issuers.
AGREEMENT AND PLAN OF MERGER by and among SABRA HEALTH CARE REIT, INC., SABRA HEALTH CARE LIMITED PARTNERSHIP, PR SUB, LLC, CARE CAPITAL PROPERTIES, INC. and CARE CAPITAL PROPERTIES, LP Dated as of May 7, 2017Agreement and Plan of Merger • May 8th, 2017 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2017 (this “Agreement”), is by and among Sabra Health Care REIT, Inc., a Maryland corporation (“Parent”), Sabra Health Care Limited Partnership, a Delaware limited partnership (“Parent OP”), PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Care Capital Properties, Inc., a Delaware corporation (the “Company”) and Care Capital Properties, LP, a Delaware limited partnership (“Company OP”). Parent, Merger Sub, Parent OP, the Company and the Company OP are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENTForm of Employee Protection and Noncompetition Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT (“Agreement”), by and between Care Capital Properties, Inc. (the “Company”), (“Employee”), and solely for the limited purposes set forth in Section 13 hereof, Ventas, Inc. (“Ventas”) is entered into as of the day of , 2015, and effective as of the date (the “Effective Date”) of consummation of the distribution (the “Spinoff”) of the shares of the Company to the shareholders of Ventas.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VENTAS, INC. AND CARE CAPITAL PROPERTIES, INC. DATED AS OF AUGUST 17, 2015Employee Matters Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of August 17, 2015, is by and among VENTAS, INC., a Delaware corporation (“Ventas”), and CARE CAPITAL PROPERTIES, INC., a Delaware corporation (“SpinCo” and together with Ventas, each a “Party” and collectively, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VENTAS, INC. AND CARE CAPITAL PROPERTIES, INC. DATED AS OF AUGUST 17, 2015Separation and Distribution Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August 17, 2015 (this “Agreement”), is by and between Ventas, Inc., a Delaware corporation (“Ventas”), and Care Capital Properties, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CARE CAPITAL PROPERTIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2017 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _____________, 20__ (the “Effective Date”) by and between Care Capital Properties, Inc., a Delaware corporation (the “Company”), and _______________, an employee of the Company (“Optionee”) pursuant to the Company’s 2015 Incentive Plan (the “Plan”).
TAX MATTERS AGREEMENT by and between VENTAS, INC., and CARE CAPITAL PROPERTIES, INC. Dated as of August 17, 2015Tax Matters Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of August 17, 2015, is by and between Ventas, Inc., a Delaware corporation (“Ventas”), and Care Capital Properties, Inc., a Delaware corporation (“SpinCo”). Each of Ventas and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENT BY AND BETWEEN VENTAS, INC. AND CARE CAPITAL PROPERTIES, INC. DATED AS OF AUGUST 17, 2015Transition Services Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This Transition Services Agreement (this “Agreement”) is entered into and effective as of August 17, 2015 (the “Effective Date”), by and among Ventas, Inc., a Delaware corporation (“Provider”) and Care Capital Properties, Inc., a Delaware corporation (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”
FORM OF TAX MATTERS AGREEMENT by and between VENTAS, INC., and CARE CAPITAL PROPERTIES, INC.Tax Matters Agreement • July 15th, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [·], 2015, is by and between Ventas, Inc., a Delaware corporation (“Ventas”), and Care Capital Properties, Inc., a Delaware corporation (“SpinCo”). Each of Ventas and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • July 29th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
This GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is executed as of July 25, 2016 by CARE CAPITAL PROPERTIES, INC., a Delaware corporation (the “Parent”) and CARE CAPITAL PROPERTIES, LP, a Delaware limited partnership (“CCP LP” and together with Parent collectively referred to herein as “Guarantor”), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the hereinafter described Loan Agreement (together with its successors and assigns in such capacity, “Administrative Agent”), for the benefit of the Lenders.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARE CAPITAL PROPERTIES GP, LLCLimited Liability Company Agreement • December 23rd, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARE CAPITAL PROPERTIES GP, LLC (this “Agreement”) is entered into by Care Capital Properties, Inc., a Delaware corporation (the “Sole Member”), as of August 17, 2015, and further amends and restates in its entirety the amended and restated limited liability company agreement entered into by Care Capital Properties, Inc., a Delaware corporation, as of April 23, 2015, which amended and restated in its entirety the limited liability company agreement entered into by Solomon 353 HoldCo, Inc., a Delaware corporation, as of April 2, 2015 (the “Original LLC Agreement”).
CARE CAPITAL PROPERTIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 10th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of ______________, 2015 (the “Effective Date”), by and between Care Capital Properties, Inc., a Delaware corporation (the “Company”), and ________________, an employee of the Company (“Employee”), pursuant to the Company’s 2015 Incentive Plan (the “Plan”).
CARE CAPITAL PROPERTIES, LP $500,000,000 5.125% Senior Notes due 2026Purchase Agreement • July 8th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
CARE CAPITAL PROPERTIES, LP 5.38% Senior Notes due May 17, 2027Guaranty Agreement • May 18th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
Each of (a) Care Capital Properties, LP, a Delaware limited partnership (the “Company”), (b) Care Capital Properties, Inc., a Delaware corporation (the “Parent”), and (c) Care Capital Properties GP, LLC, a Delaware limited liability company (“Care GP”), agree with each of the Purchasers as follows:
CARE CAPITAL PROPERTIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 10th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ____day of _________, 2015, by and between Care Capital Properties, Inc., a Delaware corporation (the “Company”), and ______________, a non-employee director of the Company (“Director”), pursuant to the Company’s 2015 Incentive Plan (the “Plan”) (capitalized terms not defined herein shall have the meanings ascribed to them in the Plan).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARE CAPITAL PROPERTIES, LPLimited Partnership Agreement • March 10th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARE CAPITAL PROPERTIES, LP, a Delaware limited partnership (this “Agreement”), is entered into among Care Capital Properties GP, LLC, a Delaware limited liability company (the “General Partner”), and Care Capital Properties, Inc., a Delaware corporation (the “Limited Partner” and, together with the General Partner, the “Partners”, and each a “Partner”), as of August 17, 2015, and further amends and restates in its entirety the amended and restated limited partnership agreement entered into by the Care Capital Properties GP, LLC and Care Capital Properties, LP on April 23, 2015, which amended and restated the limited liability company agreement entered into by Solomon 353 GP, LLC and Solomon 353, LP on April 2, 2015 (the “Original LP Agreement”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • July 15th, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into by and between Care Capital Properties, Inc. (the “Company”), RAYMOND J. LEWIS (the “Executive”), and solely for the limited purposes set forth in Section 11(a) hereof, Ventas, Inc. (“Ventas”), executed on , 2015 and effective as of the date (the “Effective Date”) of consummation of the distribution (the “Spinoff”) of the shares of the Company to the shareholders of Ventas.
CARE CAPITAL PROPERTIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 1st, 2017 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of ______________, 20__ (the “Effective Date”), by and between Care Capital Properties, Inc., a Delaware corporation (the “Company”), and ________________, an employee of the Company (“Employee”), pursuant to the Company’s 2015 Incentive Plan (the “Plan”).
EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENTEmployee Protection and Noncompetition Agreement • September 27th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
This EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT (“Agreement”), by and between Care Capital Properties, Inc. (the “Company”) and Anna N. Fitzgerald (“Employee”), is effective as of the 4th day of October, 2016 (the “Effective Date”).
ContractThird Supplemental Indenture • August 23rd, 2017 • Care Capital Properties, Inc. • Real estate investment trusts • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August 17, 2017, among Sabra Health Care Limited Partnership (as successor to Care Capital Properties, LP, a Delaware limited partnership (“Original Issuer”)), a Delaware limited partnership (“Sabra LP”), Sabra Health Care REIT, Inc. (as successor to Care Capital Properties, Inc., a Delaware corporation), a Maryland corporation (the “Parent”), Care Capital Properties GP, LLC, a Delaware limited liability company (the “General Partner”) and Regions Bank, an Alabama state chartered banking corporation, as Trustee (the “Trustee”). Sabra LP hereby notifies the Trustee that its address for purposes of the Indenture shall be 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612.
CARE CAPITAL PROPERTIES, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • March 10th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the ____ day of __________, 20__ by and between CARE CAPITAL PROPERTIES, INC., a Delaware corporation (the “Company”), and ___________, an employee of the Company (“Employee”), pursuant to the Company’s 2015 Incentive Plan (the “Plan”) (capitalized terms not defined herein shall have the meaning ascribed to them in the Plan).
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2015 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into by and between Care Capital Properties, Inc. (the “Company”), RAYMOND J. LEWIS (the “Executive”), and solely for the limited purposes set forth in Section 11(a) hereof, Ventas, Inc. (“Ventas”), executed on August 17, 2015 and effective as of the date (the “Effective Date”) of consummation of the distribution (the “Spinoff”) of the shares of the Company to the shareholders of Ventas.
LOAN AGREEMENT by and amongLoan Agreement • July 29th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
This Loan Agreement (this “Agreement”) is entered into as of July 25, 2016 by and among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (in such capacity and together with its successors and permitted assigns, “CONA”), as administrative agent and collateral agent for the Lenders (as defined herein) (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”), THE PARTIES WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and permitted assigns, each a “Lender” and collectively, the “Lenders”), and THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO (together with its successors and permitted assigns, each a “Borrower” and collectively, the “Borrowers.
CARE CAPITAL PROPERTIES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 10th, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the ____ day of __________, 2015 by and between CARE CAPITAL PROPERTIES, INC., a Delaware corporation (the “Company”), and ___________, a non-employee director of the Company (“Director”), pursuant to the Company’s 2015 Incentive Plan (the “Plan”) (capitalized terms not defined herein shall have the meaning ascribed to them in the Plan).
ContractSupplemental Indenture • August 23rd, 2017 • Care Capital Properties, Inc. • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 17, 2017, among Sabra Health Care Limited Partnership as successor to Care Capital Properties, LP (the “Issuer”), a Delaware limited partnership, Sabra Health Care REIT, Inc. (as successor to Care Capital Properties, Inc., a Delaware corporation), a Maryland corporation (“Sabra”), Care Capital Properties GP, LLC, a Delaware limited liability company (the “General Partner”) and Regions Bank, an Alabama state chartered banking corporation, as Trustee (the “Trustee”). Sabra hereby notifies the Trustee that its address for purposes of the Indenture shall be 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612.
TERM LOAN AND GUARANTY AGREEMENT Dated as of January 29, 2016 amongTerm Loan and Guaranty Agreement • February 2nd, 2016 • Care Capital Properties, Inc. • Real estate investment trusts • New York
This TERM LOAN AND GUARANTY AGREEMENT, dated as of January 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among, CARE CAPITAL PROPERTIES, LP, a Delaware limited partnership (the “Borrower”), CARE CAPITAL PROPERTIES, INC., a Delaware corporation (the “Parent”), CARE CAPITAL PROPERTIES GP, LLC, a Delaware limited liability company (“Care GP”), and certain subsidiaries of the Borrower from time to time party hereto as guarantors, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), as Administrative Agent.
