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.
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.
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.”
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.
