INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT is made this day of , ("Agreement"), by and between HCP, Inc., a Maryland corporation (the "Company"), and ("Indemnitee").
FORM OF CASH MANAGEMENT AGREEMENT (SEVENTH MEZZANINE LOAN)Cash Management Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS CASH MANAGEMENT AGREEMENT (SEVENTH MEZZANINE LOAN) (as may be amended, replaced, restated, supplemented or otherwise modified from time to time, this "Agreement") is made as of the 21st day of December, 2007, by HCR VII PROPERTIES, LLC, a Delaware limited liability company ("Borrower") having an address at 333 N. Summit Street, Toledo, Ohio, 43604, and JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (in its capacity as collateral agent for itself and any other Noteholder (as hereinafter defined) and together with its successors and assigns, the "Lender").
FORM OF INTERCREDITOR AGREEMENT by and among JPMORGAN CHASE BANK, N.A., as Senior Lender and JPMORGAN CHASE BANK, N.A., as First Mezzanine Lender and JPMORGAN CHASE BANK, N.A., as Second Mezzanine Lender and JPMORGAN CHASE BANK, N.A., as Third...Intercreditor Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of December 21, 2007, by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "Senior Lender"), as collateral agent for itself and the other Senior Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "First Mezzanine Lender"), as collateral agent for itself and the other First Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "Second Mezzanine Lender"), as collateral agent for itself and the other Second Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together
FORM OF PLEDGE AND SECURITY AGREEMENT (SEVENTH MEZZANINE LOAN)Pledge and Security Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (SEVENTH MEZZANINE LOAN) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), dated as of December 21, 2007, made by HCR VII PROPERTIES, LLC, a Delaware limited liability company ("Borrower", or "Pledgor"), in favor of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (together with its successors and assigns, "Lender"), as collateral agent for itself and the other Noteholders (as defined below).
FORM OF LOAN AGREEMENT (SEVENTH MEZZANINE LOAN) Dated as of December 21, 2007 Among HCR VII PROPERTIES, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender ADJUSTABLE RATE MULTI-PROPERTY LOAN (MANOR CARE HEALTH CARE PORTFOLIO)Loan Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT (SEVENTH MEZZANINE LOAN), dated as of December 21, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), by and between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017-2014 (in its capacity as collateral agent, for itself and any other Noteholder (as defined below), together with its successors and assigns in such capacity, "Lender") and HCR VII PROPERTIES, LLC, a Delaware limited liability company ("Borrower"), having an address at 333 N. Summit Street, Toledo, Ohio 43604.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT (SEVENTH MEZZANINE LOAN)Assignment and Assumption Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of the 21st day of December, 2007, between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, in its capacity as collateral agent for the Seventh Mezzanine Noteholders (hereinafter defined) ("Prior Mezzanine Lender"), having an address at 270 Park Avenue, New York, New York 10017-2014, and HCP MEZZANINE LENDER, LLC, a Delaware limited liability company ("New Mezzanine Lender"), having an address at c/o HCP, Inc., 3760 Kilroy Airport Way, Suite 300, Long Beach, California 90806.
HEALTH CARE PROPERTY INVESTORS, INC. 2006 PERFORMANCE INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • Maryland
As of the [ ] day of [ ] (the "Grant Date"), HCP, Inc. (formerly Health Care Property Investors, Inc.), a Maryland corporation (the "Company"), pursuant to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan, as amended and/or restated from time to time (the "Plan"), has granted to you, the Grantee named above, [ ] performance restricted stock units (the "Units") with respect to [ ] shares of Common Stock on the terms and conditions set forth in this Performance Restricted Stock Unit Agreement (this "Agreement") and the Plan. The Units are subject to adjustment as provided in Section 7.1 of the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") is the administrator of the Plan for purposes of your Units.
FORM OF GUARANTY AGREEMENT (SEVENTH MEZZANINE LOAN)Guaranty Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (SEVENTH MEZZANINE LOAN) (this "Guaranty") is executed as of December 21, 2007, by HCR MANORCARE, INC., a Delaware corporation, having an address at 333 North Summit Street, Toledo, Ohio 43604 ("Guarantor"), for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017, as collateral agent for itself and any other Noteholder (as defined below) (together with its successors and assigns, "Lender").
FORM OF OMNIBUS ASSIGNMENT (SEVENTH MEZZANINE LOAN)Omnibus Assignment • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts • New York
THIS OMNIBUS ASSIGNMENT (this "Assignment"), made as of the 21st day of December, 2007, by JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, in its capacity as collateral agent for itself and the Seventh Mezzanine Noteholders (as defined on Exhibit G-1, attached hereto and made a part hereof) ("Assignor"), having an address at 270 Park Avenue, New York, New York 10017-2014, to HCP MEZZANINE LENDER, LLC, a Delaware limited liability company ("Assignee"), having an address at c/o HCP, Inc., 3760 Kilroy Airport Way, Suite 300, Long Beach, California 90806.
FORM OF PROMISSORY NOTE (SEVENTH MEZZANINE LOAN)Promissory Note • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, HCR VII PROPERTIES, LLC, a Delaware limited liability company ("Borrower"), as maker, having its principal place of business at 333 North Summit Street, Toledo, Ohio 43604, hereby unconditionally promises to pay to the order of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (together with its successors and assigns, "JPMorgan"), COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, "Column"), and BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and assigns, "BofA", and together with JPMorgan and Column, collectively, "Lender"), or at such other place as each holder hereof may from time to time designa
AMENDMENT NO. 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLCLimited Liability Company Agreement • February 12th, 2008 • Hcp, Inc. • Real estate investment trusts
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLC (this "Amendment") is effective as of the first day date of January, 2007 (the "Effective Date") by HCP, Inc., a Maryland corporation (f/k/a Health Care Property Investors, Inc.) (the "Managing Member").
