National Health Investors Inc Sample Contracts

to INDENTURE
First Supplemental Indenture • December 7th, 2000 • National Health Investors Inc • Real estate investment trusts
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NATIONAL HEALTH INVESTORS, INC. (a Maryland corporation) 3,850,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 5th, 2014 • National Health Investors Inc • Real estate investment trusts • New York
TO INDENTURE
Second Supplemental Indenture • June 27th, 1997 • National Health Investors Inc • Real estate investment trusts • New York
NATIONAL HEALTH INVESTORS, INC. (a Maryland corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 22, 2017
Equity Distribution Agreement • February 23rd, 2017 • National Health Investors Inc • Real estate investment trusts • New York

National Health Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with [ ] (the “Agent”), as follows:

CREDIT AGREEMENT among NATIONAL HEALTH INVESTORS, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO and REGIONS BANK, AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK November 4, 2010 REGIONS CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE...
Credit Agreement • February 17th, 2011 • National Health Investors Inc • Real estate investment trusts • New York

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of November 4, 2010, by and among NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Borrower”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and each, individually, a “Lender”), and REGIONS BANK, an Alabama state bank, as Administrative Agent, the Swing Line Lender and the Issuing Bank.

REGISTERED FORWARD CONFIRMATION
Registered Forward Transaction • August 16th, 2024 • National Health Investors Inc • 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.

NATIONAL HEALTH INVESTORS, INC. (a Maryland corporation) $300,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 17, 2015
Equity Distribution Agreement • February 18th, 2015 • National Health Investors Inc • Real estate investment trusts • New York

National Health Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with [ ] (the “Agent”), as follows:

REGISTERED FORWARD CONFIRMATION
Registered Forward Transaction Confirmation • August 16th, 2024 • National Health Investors Inc • 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.

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 26th, 2024 • National Health Investors Inc • Real estate investment trusts • Tennessee

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of February 26, 2024 (the “Effective Date”), by and between National Health Investors, Inc., a Maryland corporation (the “Company”), and D. Eric Mendelsohn (the “Executive”).

EXHIBIT 10.3
Advisory, Administrative Services and Facilities Agreement • March 10th, 2006 • National Health Investors Inc • Real estate investment trusts • Tennessee
1 Exhibit 1.1 NATIONAL HEALTH INVESTORS, INC. 7.30% NOTES DUE 2007 UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 1997 • National Health Investors Inc • Real estate investment trusts • New York
REGISTERED FORWARD CONFIRMATION
Registered Forward Confirmation • August 16th, 2024 • National Health Investors Inc • 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.

FIRST AMENDMENT
Credit Agreement • December 24th, 2013 • National Health Investors Inc • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 28, 2013, by and among NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Borrower”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and each, individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, the Swing Line Lender and the Issuing Bank.

National Health Investors, Inc.(a Maryland corporation) $500,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: March 19, 2020
Equity Distribution Agreement • March 19th, 2020 • National Health Investors Inc • Real estate investment trusts • New York

TABLE OF CONTENTS Page SECTION 1. DESCRIPTION OF SECURITIES 2 SECTION 2. PLACEMENTS 3 SECTION 3. SALE OF PLACEMENT SECURITIES BY THE AGENTS 4 SECTION 4. SUSPENSION OF SALES 4 SECTION 5. REPRESENTATIONS AND WARRANTIES 5 SECTION 6. SALE AND DELIVERY, SETTLEMENT 15 SECTION 7. COVENANTS OF THE COMPANY 17 SECTION 8. PAYMENT OF EXPENSES 23 SECTION 9. CONDITIONS OF THE AGENTS' OBLIGATIONS 24 SECTION 10. INDEMNIFICATION 25 SECTION 11. CONTRIBUTION 27 SECTION 12. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVEDELIVERY 27 SECTION 13. TERMINATION OF AGREEMENT 28 SECTION 14. NOTICES 28 SECTION 15. PARTIES 29 SECTION 16. ADJUSTMENTS FOR STOCK SPLITS 30 SECTION 17. TRIAL BY JURY 30 SECTION 18. GOVERNING LAW AND TIME 30 SECTION 19. EFFECT OF HEADINGS 30 SECTION 20. DEFINITIONS 30 SECTION 21. ABSENCE OF FIDUCIARY RELATIONSHIP 31 SECTION 22. CONSENT TO JURISDICTION 32 SECTION 23. COUNTERPARTS 32 SECTION 24. RECOGNITION OF THE U.S. SPECIAL RESOLUTION

GUARANTY OF LEASE
Guaranty of Lease • December 24th, 2013 • National Health Investors Inc • Real estate investment trusts • New York

GUARANTY OF LEASE (this “Guaranty”) made as of December 23, 2013, by Holiday AL Holdings LP, a Delaware limited partnership (“Guarantor”), to NHI-REIT of Next House, LLC, a Delaware limited liability company, and Myrtle Beach Retirement Residence LLC, an Oregon limited liability company (individually and collectively, “Landlord”).

MASTER LEASE between NHI-REIT OF NEXT HOUSE, LLC, a Delaware limited liability company MYRTLE BEACH RETIREMENT RESIDENCE LLC, an Oregon limited liability company VOORHEES RETIREMENT RESIDENCE LLC an Oregon limited liability company individually and...
Master Lease • December 24th, 2013 • National Health Investors Inc • Real estate investment trusts • New York

THIS MASTER LEASE is executed this 23rd day of December, 2013 to become effective as of the Commencement Date (as hereinafter defined), by and between NH MASTER TENANT, LLC, a Delaware limited liability company, having its principal office at c/o Holiday Retirement, 5885 Meadows Rd., Suite 500, Lake Oswego, OR 97035, as Tenant (“Tenant”), and NHI-REIT OF NEXT HOUSE, LLC, a Delaware limited liability company, and MYRTLE BEACH RETIREMENT RESIDENCE LLC, an Oregon limited liability company, each having its principal office at 222 Robert Rose Drive, Murfreesboro, Tennessee 37129, as Landlord (individually and collectively, “Landlord”).

Senior Notes Issuable in Series $50,000,000 3.99% Series 2015‑1 Tranche A Senior Notes due 2023 $50,000,000 4.33% Series 2015‑1 Tranche B Senior Notes due 2025 $75,000,000 3.93% Series 2016‑1 Senior Notes due 2024 THIRD AMENDMENT TO NOTE PURCHASE...
Note Purchase Agreement • August 14th, 2017 • National Health Investors Inc • Real estate investment trusts • New York

National Health Investors, Inc., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.4, the “Company”), agrees with each of the Purchasers as follows:

Excepted Holder Agreement
Excepted Holder Agreement • February 24th, 2009 • National Health Investors Inc • Real estate investment trusts • Maryland

This Excepted Holder Agreement (“Agreement”) is made and entered into this 29th day of April, 2008, by and between National Health Investors, Inc., a Maryland corporation (the “Company”), and W. Andrew Adams (“Adams”).

AMENDMENT NO. 6 TO MASTER AGREEMENT TO LEASE
Master Agreement to Lease • November 4th, 2013 • National Health Investors Inc • Real estate investment trusts

This Amendment No. 6 (hereinafter “6th Amendment”) is made to that certain Master Agreement To Lease between NATIONAL HEALTH INVESTORS, INC. (“Landlord” or “NHI”) and NATIONAL HEATLHCARE CORPORATION (“Tenant” or “NHC”) dated October 17, 1991 (hereinafter, as amended, the “Master Lease”) and is entered into on this ____ day of December 2012.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2019 • National Health Investors Inc • Real estate investment trusts • Tennessee

This Amended and Restated Employment Agreement (“Agreement”) made effective as of February 15, 2019 (the “Effective Date”) by and between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Company”), and D. ERIC MENDELSOHN (the “Executive”) and amends and restates that certain Employment Agreement, dated as of October 5, 2015 (the “Original Agreement”), by and between the parties hereto.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2014 • National Health Investors Inc • Real estate investment trusts • Tennessee

This Amended and Restated Employment Agreement (“Agreement”) made effective as of February 14, 2014 (the “Effective Date”) by and between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Company”), and JUSTIN HUTCHENS (the “Executive”).

AGREEMENT REGARDING FILING SCHEDULE 13D
Agreement Regarding Filing Schedule 13d • January 10th, 2007 • National Health Investors Inc • Real estate investment trusts

Each of the undersigned hereby agrees that the Schedule 13D to which this agreement is filed as an exhibit shall be filed with the Securities and Exchange Commission on behalf of the parties hereto, and hereby represents to each of the other parties hereto that he, she or it is eligible to use Schedule 13D. Each of the undersigned agrees that he, she or it is responsible for the timely filing of Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning himself, herself or itself contained therein, and that none of the parties hereto is responsible for the completeness or accuracy of the information concerning the other parties, unless he, she or it knows or has reason to believe that the information concerning the other parties is inaccurate.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 6th, 2016 • National Health Investors Inc • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of April 1, 2016, by and between Texas NHI Investors, LLC, a Texas limited liability company (the “Buyer”), and Gladewater Real Estate, LP, a Texas limited partnership, Firehole River Real Estate Holdings – Granite Mesa, Ltd, a Texas limited partnership, Firehole River Real Estate Holdings – Sonterra, Ltd, a Texas limited partnership, Firehole River Real Estate Holdings – West San Antonio, Ltd, a Texas limited partnership, RGV Real Estate Holdings, Ltd, a Texas limited partnership, Firehole River Real Estate Holdings – Euless, LP, a Texas limited partnership, and Firehole River Real Estate Holdings – Katy, LLC, a Texas limited liability company (individually and collectively, the “Seller”), and Legend Healthcare, LLC, a Texas limited liability company (the “Owner”).

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 17th, 2017 • National Health Investors Inc • Real estate investment trusts • New York

This First Amendment to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of January 13, 2015 and effective in accordance with Section 4 below, by and among NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto as subsidiary guarantors (the “Subsidiary Guarantors”), certain Subsidiaries of the Borrower party hereto as limited guarantors, (the “Limited Guarantors”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders party to the Credit Agreement.

NATIONAL HEALTH INVESTORS, INC. Senior Notes Issuable in Series $50,000,000 3.99% Series 2015-1 Tranche A Senior Notes due 2023 $50,000,000 4.33% Series 2015-1 Tranche B Senior Notes due 2025 $75,000,000 3.93% Series 2016-1 Senior Notes due 2024...
Note Purchase Agreement • August 8th, 2022 • National Health Investors Inc • Real estate investment trusts • New York

This Fourth Amendment to Note Purchase Agreement (this “Amendment”) is dated as of June 29, 2022, and effective in accordance with Section 3 below, by and among NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.4 of the Note Purchase Agreement, the “Company”), and each of the Purchasers party hereto.

Senior Notes Issuable in Series $50,000,000 3.99% Series 2015-1 Tranche A Senior Notes due 2023 $50,000,000 4.33% Series 2015-1 Tranche B Senior Notes due 2025 NOTE PURCHASE AGREEMENT Dated November 3, 2015
Note Purchase Agreement • February 18th, 2016 • National Health Investors Inc • Real estate investment trusts • New York

National Health Investors, Inc., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.4, the “Company”), agrees with each of the Purchasers as follows:

NATIONAL HEALTH INVESTORS, INC. (a Maryland corporation) $400,000,000 3.000% Senior Notes due 2031 UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2021 • National Health Investors Inc • Real estate investment trusts • New York

National Health Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), BofA Securities, Inc. (“BofA”) and KeyBanc Capital Markets Inc. (“Key”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, BofA and Key are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A (plus such additional principal amounts of notes each Underwriter may be obligated to purchase pursuant to Section 10 hereof) of $400,000,000 aggregate principal amount of the Company’s 3.000% Senior Notes due 2031 (the “Notes”). The payment of principal of, premium, if any, and interest o

THIRD AMENDMENT TO MASTER LEASE
Master Lease • August 25th, 2021 • National Health Investors Inc • Real estate investment trusts

THIS THIRD AMENDMENT TO MASTER LEASE (the "Amendment") is effective as of August 19, 2021 (the "Effective Date"), by and between NHI-REIT OF NEXT HOUSE, LLC, a Delaware limited liability company (“NRNH”), MYRTLE BEACH RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“MBRR”) and VOORHEES RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“VRR”, and together with NRNH and MBRR, “Landlord”) and WELL CHURCHILL LEASEHOLD OWNER LLC, a Delaware limited liability company (“Tenant”), as successor in interest to NH MASTER TENANT LLC, a Delaware limited liability company.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 7th, 2016 • National Health Investors Inc • Real estate investment trusts • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of the 30th day of September, 2016, by and between Sycamore Street, L.L.C., a Kansas limited liability company (“Seller”), and NHI PropCo, LLC, a Delaware limited liability company (“Buyer”).

FINAL SETTLEMENT AGREEMENT AND RELEASE
Final Settlement Agreement and Release • May 9th, 2022 • National Health Investors Inc • Real estate investment trusts • Delaware

This Final Settlement Agreement and Release (“Final Settlement Agreement”) is entered into by and between, on one hand, National Health Investors, Inc. (“NHI”), NHI-REIT of Next House, LLC, Myrtle Beach Retirement Residence LLC, and Voorhees Retirement Residence LLC (collectively, “NHI Landlord,” and with NHI, “Plaintiffs”), and on the other hand, Welltower Inc. (“Welltower”), Welltower Victory II TRS LLC (“Welltower Pledgor”), and WELL Churchill Leasehold Owner LLC (“Welltower Tenant”) (collectively, “Defendants”). The parties identified in this paragraph will sometimes collectively be referred to as the “Parties” or each as a “Party.”

ANDREA ADAMS BROWN Excepted Holder Agreement
Excepted Holder Agreement • November 4th, 2010 • National Health Investors Inc • Real estate investment trusts • Maryland

This Excepted Holder Agreement (“Agreement”) is made and entered into this 29th day of April, 2008, by and between National Health Investors, Inc., a Maryland corporation (the “Company”), and Andrea Adams Brown (“Adams”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2009 • National Health Investors Inc • Real estate investment trusts • Tennessee

This Agreement (“Agreement”) made effective as of February 25, 2009 by and between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Company”), and JUSTIN HUTCHENS (the “Executive”).

ADVISORY, ADMINISTRATIVE SERVICES AND FACILITIES AGREEMENT BETWEEN NATIONAL HEALTH INVESTORS, INC. AND MANAGEMENT ADVISORY SOURCE, LLC
Advisory Agreement • October 10th, 2006 • National Health Investors Inc • Real estate investment trusts • Tennessee

THIS AGREEMENT is dated as of November 1, 2004, between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Corporation”), and MANAGEMENT ADVISORY SOURCE, LLC, a Tennessee limited liability company (the “Advisor”).

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