TAX MATTERS AGREEMENTTax Matters Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2016, by and between HCP, INC., a Maryland corporation (“HCP”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“SpinCo”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY CARE PROPERTIES, INC., QCP AL REIT, LLC, QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, QCP HOLDCO REIT, LLC, QCP TRS, LLC, WELLTOWER INC. AND POTOMAC ACQUISITION LLC APRIL...Agreement and Plan of Merger • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 25th day of April, 2018 by and among Quality Care Properties, Inc., a Maryland corporation (the “Company”), QCP AL REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“AL Subreit”), QCP SNF West REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“West Subreit”), QCP SNF Central REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“Central Subreit”), QCP SNF East, LLC, a Delaware limited liability company and a subsidiary of the Company (“East Subreit”), QCP HoldCo REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“HoldCo REIT” and together with AL Subreit, West Subreit, Central Subreit and East Subreit, the “Company Subreits”), QCP TRS, LLC, a Delaware limited liability company and a subsidiary of the Company (“TRS LLC”), Welltower Inc., a Delaware corporation (“Parent”), and Potoma
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. and QUALITY CARE PROPERTIES, INC. Dated as of October 31, 2016Transition Services Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2016 (the “Effective Date”), by and between HCP, INC., a Maryland corporation (“Service Provider”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“Service Recipient”). Service Provider and Service Recipient are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
SEPARATION AND DISTRIBUTION AGREEMENT by and between HCP, INC. and QUALITY CARE PROPERTIES, INC. dated as ofSeparation and Distribution Agreement • September 1st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [·], 2016, by and between HCP, INC., a Maryland corporation (“HCP”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation and a direct, wholly owned subsidiary of HCP (“QCP”). HCP and QCP are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
PLAN SPONSOR AGREEMENT among HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., HCP MEZZANINE LENDER, LP and THE LESSORS IDENTIFIED HEREIN Dated as of March 2, 2018Plan Sponsor Agreement • March 5th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
This PLAN SPONSOR AGREEMENT, dated as of March 2, 2018 (hereinafter called this “Agreement”), is among HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), Quality Care Properties, Inc., a Maryland corporation (“Parent”), HCP Mezzanine Lender, LP, a Delaware limited partnership and a wholly-owned subsidiary of Parent (“Purchaser”), and the parties signatory hereto as lessors (collectively, the “Lessors” and, together with Parent and Purchaser, the “Purchaser Entities”). The Debtor, Parent, Purchaser and the Lessors are each referred to in this Agreement as a “party” and together, the “parties”.
FORBEARANCE AGREEMENTForbearance Agreement • April 5th, 2017 • Quality Care Properties, Inc. • Real estate investment trusts • California
This FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2017, by and among the parties signatory hereto as lessors (collectively, “Lessor”), HCR III Healthcare, LLC, as lessee (“Lessee”), Quality Care Properties, Inc. (“QCP”) and HCR ManorCare, Inc. (the “Company”).
AMENDMENT TO PLAN SPONSOR AGREEMENTPlan Sponsor Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts
This AMENDMENT (this “Amendment”) to the Plan Sponsor Agreement (defined below) is entered into as of April 25, 2018, by and among HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), Quality Care Properties, Inc., a Maryland corporation (“Parent”), HCP Mezzanine Lender, LP, a Delaware limited partnership and a wholly-owned subsidiary of Parent (“Purchaser”), and the parties signatory hereto as lessors (collectively, the “Lessors” and, together with Parent and Purchaser, the “Purchaser Entities”).
First Amendment to Employment AgreementEmployment Agreement • October 4th, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • Maryland
FIRST AMENDMENT, dated as of, and effective, October 3, 2016 (this “Amendment”), to the Employment Agreement dated as of August 3, 2016 (the “Agreement”) by and between Quality Care Properties, Inc., a Maryland corporation (the “Company”) and Mark Ordan (the “Executive”).
FORBEARANCE AGREEMENT AND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENTMaster Lease and Security Agreement • December 26th, 2017 • Quality Care Properties, Inc. • Real estate investment trusts • New York
This FORBEARANCE AGREEMENT AND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT, dated as of December 22, 2017 (this “Agreement”), is entered into by and among HCR ManorCare, Inc. (“HCR Parent”), HCR III Healthcare, LLC (“HCR III,” and together with HCR Parent, the “Company”), Quality Care Properties, Inc. (“QCP Inc.”), and the affiliates of QCP Inc. party hereto (the “Lessor Entities,” and together with QCP Inc., “QCP”).
QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 10th, 2017 • Quality Care Properties, Inc. • Real estate investment trusts • Maryland
THIS PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is dated as of ●, 2017 (the “Award Date”) by and between Quality Care Properties, Inc., a Maryland corporation (the “Corporation”), and ● (the “Participant”).
GUARANTY OF OBLIGATIONSGuaranty of Obligations • October 4th, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California
This Guaranty of Obligations (“Guaranty”) is made by HCR MANORCARE, INC., a Delaware corporation (successor by merger to HCR Manor Care, LLC and formerly known as HCRMC Operations, LLC) (whether one or more, individually, collectively, jointly and severally, “Guarantor”), effective as of February 11, 2013, in favor of each of the lessor entities identified on Exhibit A hereto (collectively, “Owner”).
QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT2016 Performance Incentive Plan Director Deferred Stock Unit Award Agreement • August 10th, 2017 • Quality Care Properties, Inc. • Real estate investment trusts • Maryland
THIS DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of ●, 2017 (the “Award Date”) by and between Quality Care Properties, Inc., a Maryland corporation (the “Corporation”), and ● (the “Participant”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 5th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, Carlyle Partners V MC, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, and CP V Coinvestment B, L.P., a Delaware limited partnership (collectively, the “Majority Holders”), and (iii) MC Operations Investments, LLC (the “QCP Holder,” together with the Majority Holders, the “Supporting Parties,” and together with the Debtor, the “Parties”).
FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 among QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, and QCP AL REIT, LLC, as Borrowers, QCP HOLDCO REIT, LLC and QUALITY CARE PROPERTIES, INC., as...Credit and Guaranty Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among QCP SNF WEST REIT, LLC, a Delaware limited liability company (“SNF West”), QCP SNF CENTRAL REIT, LLC, a Delaware limited liability company (“SNF Central”), QCP SNF EAST REIT, LLC, a Delaware limited liability company (“SNF East”) and QCP AL REIT, LLC, a Delaware limited liability company (“AL” and, collectively with SNF West, SNF Central and SNF East, the “Borrowers” and each a “Borrower”), QCP HOLDCO REIT, LLC, a Delaware limited liability company (“Parent REIT”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“QCP” and, collectively with Parent REIT, the “Parent Guarantors” and each a “Parent Guarantor”), certain subsidiaries of QCP from time to time party hereto as guarantors, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), Barclays Bank
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
HCR ManorCare, Inc. (the “Debtor”) hereby proposes the following first amended plan of reorganization for the Debtor’s reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtor’s history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.
ALTERNATIVE PLAN SPONSOR AGREEMENT among HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., PROMEDICA HEALTH SYSTEM, INC. SUBURBAN HEALTHCO, INC. MEERKAT I LLC and THE OTHER LESSORS IDENTIFIED HEREIN Dated as of April 25, 2018Alternative Plan Sponsor Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
HCR ManorCare, Inc. (the “Debtor”) hereby proposes the following first amended plan of reorganization for the Debtor’s reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtor’s history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.
QCP AL REIT, LLC, QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC and QCP SNF EAST REIT, LLC, as Issuers, the other GUARANTORS named herein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent...Supplemental Indenture • October 18th, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of October 17, 2016, among QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT, LLC (collectively, the “Issuers” and each, an “Issuer”), the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (together with its successors and assigns, the “Notes Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT is made this [___] day of [_______________], 2016 (“Agreement”), by and between Quality Care Properties, Inc., a Maryland corporation (the “Company”), and [____________________________] (“Indemnitee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POTOMAC ACQUISITION LLCOperating Agreement • July 27th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of POTOMAC ACQUISITION LLC, a Delaware limited liability company (the “Company”), dated and effective at 6:02 p.m. New York City time, as of this 26th day of July, 2018, is entered into by WELLTOWER INC., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 among QUALITY CARE PROPERTIES, INC., as Borrower, CERTAIN SUBSIDIARIES OF QUALITY CARE PROPERTIES, INC. FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors, and HCP, INC., as LenderCredit and Guaranty Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among QUALITY CARE PROPERTIES, INC., a Maryland corporation, as borrower (the “Borrower”), certain subsidiaries of the Borrower from time to time party hereto as guarantors, and HCP, INC., a Maryland corporation, as lender (together with its permitted assigns, the “Lender”).
