MASTER DESIGNATION AGREEMENT
Exhibit 10.1
EXECUTION VERSION
THIS MASTER DESIGNATION AGREEMENT, dated as of July 17, 2012, is made and entered into by and among B Healthcare Properties LLC (“B Healthcare”) and the other parties listed on the signature pages attached hereto.
Reference is made to (i) that certain Amended and Restated Purchase Agreement, dated February 27, 2012, by and among B Healthcare, the sellers named therein and Xxxxxx X Xxxxx, as amended by Amendment No. 1 to the Amended and Restated Purchase Agreement, dated March 30, 2012, Amendment No. 2 to the Amended and Restated Purchase Agreement, dated April 11, 2012, Amendment No. 3 to the Amended and Restated Purchase Agreement, dated April 27, 2012, and Amendment No. 4 to the Amended and Restated Purchase Agreement, dated June 14, 2012, and Amendment No. 5, dated July 16, 2012 (as so amended, the “Purchase Agreement”) and (ii) that certain Asset Sale Agreement, dated March 30, 2012, by and among B Healthcare, BPM Senior Living Company and Xxxxx Property Management Company, as amended by Amendment No. 1, dated April 11, 2012, Amendment No. 2, dated April 27, 2012, and Amendment No. 3, dated June 14, 2012, and Amendment No. 4, dated July 16, 2012 (as so amended, the “Asset Agreement”)
Terms defined in the Purchase Agreement and the Asset Agreement, as the case may be, are used herein with the same meaning.
B Healthcare and each of the entities identified on Schedule 1 and Schedule 2 attached hereto and listed on the signature pages hereto (each, a “Designee”) agree as follows:
Section 1. Pursuant to (i) Section 11.6 of the Purchase Agreement, B Healthcare hereby assigns to each Designee the right to acquire that portion of the Assets identified on Schedule 1 (those assets to be acquired by each such Designee, the “Designee’s Portfolio Assets”) and all right, title, interest and claims under the Purchase Agreement with respect to the Designee’s Portfolio Assets, and each such Designee hereby accepts such assignment and designation and (ii) Section 10.5 of the Asset Agreement, B Healthcare hereby assigns to each Designee the right to acquire that portion of the Assets identified on Schedule 2 (those assets to be acquired by each such Designee, the “Designee’s Xxxxxxxx Assets” and, together with any Designee’s Portfolio Assets to be acquired by such Designee, the “Designee’s Assets”) and all right, title, interest and claims under the Asset Agreement with respect to the Designee’s Xxxxxxxx Assets, and each such Designee hereby accepts such assignment and designation.
Section 2. Each Designee hereby assumes all of the obligations of B Healthcare under the Purchase Agreement or the Asset Agreement, as the case may be, with respect to the Designee’s Assets and the related Assumed Liabilities, if applicable (collectively, the “Obligations”).
Section 3. With respect to any Facility, for purposes of this Master Designation Agreement, “Real Estate Assets” shall mean the Real Property of such Facility and the Assets to be conveyed pursuant Section 1.1(a)(iii) of the Purchase Agreement related to such Facility.
Section 4. As between B Healthcare and each Designee, B Healthcare hereby is released from the Obligations assumed by each Designee and each Designee shall be solely responsible for its Obligations.
Section 5. This Designation Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Section 6. This Master Designation Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Designation Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Designation Agreement.
IN WITNESS WHEREOF, B Healthcare and each Designee intending to be legally bound, have caused this Master Designation Agreement to be executed by their officers thereunto duly authorized as of the date first above written.
| B Healthcare Properties LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | CEO, President & Secretary | |
[B Healthcare Properties LLC-Signature Page to Master Designation Agreement]
DESIGNEES:
| FHC Property Management LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: CEO, President & Secretary | ||
| B Xxxxxxxx LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| B Xxxxxxxx Assets LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Canyon Creek Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Desert Flower Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
[Designees’ Signature Pages to Master Designation Agreement]
| Orchard Park Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Regent Court Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Xxxxxxx Xxxx Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Sun Oak Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Sunshine Villa Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Willow Park Leasing LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
[Designees’ Signature Pages to Master Designation Agreement]
| Canyon Creek Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Desert Flower Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Orchard Park Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Regent Court Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Xxxxxxx Xxxx Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
[Designees’ Signature Pages to Master Designation Agreement]
| Sun Oak Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Sunshine Villa Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
| Willow Park Owner LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxxx | ||
| Title: Vice-President | ||
[Designees’ Signature Pages to Master Designation Agreement]
Schedule 1
Purchase Agreement
| FACILITY |
SELLER |
DESIGNEE (ALL ASSETS/ASSUMED LIABILITIES UNDER PURCHASE AGREEMENT RELATED TO FACILITY) OTHER THAN REAL ESTATE ASSETS |
DESIGNEE REAL ESTATE ASSETS | |||
| Canyon Creek 0000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx, XX 00000 |
Regents/Salt Lake, LLC, an Oregon limited liability company | Canyon Creek Leasing LLC | Canyon Creek Owner LLC | |||
| Desert Flower 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
Desert Flower LLC, an Oregon limited liability company | Desert Flower Leasing LLC | Desert Flower Owner LLC | |||
| Orchard Park 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
RAL/Clovis, Inc., an Oregon corporation | Orchard Park Leasing LLC | Orchard Park Owner LLC | |||
| Regent Court 000 X. X. Xxxx Xxxxx Xxxxxxxxx, XX 00000 |
Regent/Corvallis, LLC, an Oregon limited liability company | Regent Court Leasing LLC | Regent Court Owner LLC | |||
| Xxxxxxx Xxxx 0000 Xxxxxxxxxxx Xxxx Xxxxxx, XX 00000 |
Regent/Eugene, LLC, an Oregon limited liability company; and Xxxxxxxxx Investments, LLC, an Oregon limited liability company | Xxxxxxx Xxxx Leasing LLC | Xxxxxxx Xxxx Owner LLC | |||
| Sun Oak 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
BPM/Citrus Heights Limited Partnership, an Oregon limited partnership | Sun Oak Leasing LLC | Sun Oak Owner LLC | |||
| Sunshine Villa 00 Xxxxx Xxxxxx Xxxxx Xxxx, XX 950ó0 |
Cornell Springs Partners, an Oregon joint venture; and Regent/Eugene, LLC, an Oregon limited liability company | Sunshine Villa Leasing LLC | Sunshine Villa Owner LLC | |||
| Willow Park 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, XX 00000 |
Regent/Boise, LLC, an Oregon limited liability company | Willow Park Leasing LLC | Willow Park Owner LLC | |||
| SELLER | DESIGNEE | |||
| Assumed Corporate Contracts and Equipment Leases (including those Identified in Section 2.7 of the Sellers Disclosure Letter) |
||||
| Corporate Contracts |
Various | FHC Property Management LLC |
Schedule 2
Asset Agreement
| Designee |
Assets | |
| B Xxxxxxxx Assets LLC |
All right, title and interest in and to the FF&E, the Assumed Equipment Leases and the Assumed Contracts and the related Assumed Liabilities under the Asset Agreement | |
| B Xxxxxxxx LLC |
All right, title and interest in the Lease and Sublease and the related Assumed Liabilities under the Asset Agreement | |
