FORM OF LEASE AGREEMENT by and among THE ENTITIES LISTED ON SCHEDULE 1-A ATTACHED HERETO, collectively, as Lessor AND THE ENTITIES LISTED ON SCHEDULE 1-B ATTACHED HERETO, collectively, jointly and severally, as Lessee January 31, 2012Lease Agreement • January 31st, 2012 • Medical Properties Trust Inc • Real estate investment trusts • Delaware
This LEASE AGREEMENT (this “Lease”) is dated this 31st day of January, 2012, by and among the entities listed on Schedule 1-A attached hereto and made a part hereof by reference and incorporation (collectively, the “Lessor”), having their principal office at 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242, and the entities listed on Schedule 1-B attached hereto and made a part hereof by reference and incorporation (collectively, jointly and severally, the “Lessee”), having their principal office at 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242.
FORM OF REAL ESTATE LOAN AGREEMENT BY AND AMONG MPT OF PRESCOTT VALLEY HOSPITAL, LLC, MPT OF BROWNSVILLE HOSPITAL, LLC, and MPT OF LAS CRUCES HOSPITAL, LLC (collectively, “MPT”) AND MOUNTAIN VALLEY REGIONAL REHABILITATION HOSPITAL, INC.,...Real Estate Loan Agreement • January 31st, 2012 • Medical Properties Trust Inc • Real estate investment trusts • Delaware
THIS REAL ESTATE LOAN AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of January, 2012, by and among MPT OF PRESCOTT VALLEY HOSPITAL, LLC, MPT OF BROWNSVILLE HOSPITAL, LLC, and MPT OF LAS CRUCES HOSPITAL, LLC, each a Delaware limited liability company (each, an “MPT Party” and collectively, “MPT”); and MOUNTAIN VALLEY REGIONAL REHABILITATION HOSPITAL, INC., and REHABILITATION HOSPITAL OF SOUTHERN NEW MEXICO, INC., each a Delaware corporation, ADVANCED CARE HOSPITAL OF SOUTHERN NEW MEXICO, LLC, a Delaware limited liability company, and SOUTH TEXAS REHABILITATION HOSPITAL, LP, a Delaware limited partnership (each, a “Facility Borrower” and, collectively, the “Borrower Parties”).
FORM OF AGREEMENT AND PLAN OF MERGER by and among Ernest Health Holdings, LLC, Ernest Health Acquisition Sub, Inc., Ernest Health, Inc., MPT Aztec Opco, LLC (for the limited purposes described herein) and FFC Partners II, L.P., FFC Executive Partners...Agreement and Plan of Merger • January 31st, 2012 • Medical Properties Trust Inc • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 31, 2012, is by and among ERNEST HEALTH HOLDINGS, LLC a Delaware limited liability company (“Buyer”), ERNEST HEALTH ACQUISITION SUB, Inc., a Delaware corporation (“MergerCo”), ERNEST HEALTH, INC., a Delaware corporation (the “Company”), MPT AZTEC OPCO, LLC, a Delaware limited liability company and solely for each covenant or agreement in Sections 7.4, 7.5, 7.10, 7.11, 7.12 and 7.13 hereof and for no other purpose (“MPT TRS Entity”), and FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P., FFC PARTNERS III, L.P., and FFC EXECUTIVE PARTNERS III, L.P., each a Delaware limited partnership, and solely for each covenant or agreement in Sections 7.4, 7.5, 7.7(d), 7.10, 7.11, 7.12, 7.13, and 11.13(b) hereof and for no other purpose (the “FFC Funds”). An index of defined terms used in this Agreement is attached as Annex A hereto.
FORM OF REAL PROPERTY ASSET PURCHASE AGREEMENT BY AND AMONG ERNEST HEALTH, INC., as “Ernest Health” AND THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, collectively as the “EHI Subsidiaries” AND THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO,...Real Property Asset Purchase Agreement • January 31st, 2012 • Medical Properties Trust Inc • Real estate investment trusts • Delaware
