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”.
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”).
