BPM SENIOR LIVING PORTFOLIO SALE AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG EACH OF THE ENTITIES SET FORTH UNDER THE HEADING “PURCHASERS” ON THE SIGNATURE PAGES HERETO, EACH OF THE ENTITIES SET FORTH UNDER THE HEADING “SELLERS” ON THE...Purchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of this 27th day of February, 2012 (the “Effective Date”), is made and entered into by and among each of the entities set forth under the heading “Purchasers“ on the signature pages hereto (individually, a “Purchaser” and, together, the “Purchasers”), each of the entities set forth under the heading “Sellers” on the signature pages hereto (individually a “Seller” and, together, the “Sellers”), each of the entities set forth in Exhibit 1.0 (individually a “Former Seller” and, together, the “Former Sellers”) (for purposes of Article XI only) and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI only). Each collective group of the Sellers and of the Purchasers is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AGREEMENTAnd Restated Purchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts
This AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, and Amendment No. 2, dated as of April 11, 2012, the “Agreement”). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
MANAGEMENT AGREEMENTManagement Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is effective as of July 5, 2012 (the “Effective Date”), and is entered into by and between Willow Park Management LLC, a Delaware limited liability company (“Manager”) and Willow Park Leasing LLC, a Delaware limited liability company (“Tenant”). Tenant intends to lease the senior living facility known as Willow Park (the “Facility”), which is located at 2600 North Milwaukee Street, Boise, Idaho 83704, from Willow Park Owner LLC, a Delaware limited liability company (“Owner”) pursuant to the terms of that certain Master Lease and Security Agreement (the “Master Lease”) by and among Tenant and certain other parties, collectively as Tenant, and Owner and certain other parties, collectively as Landlord, and desires to retain Manager to manage and operate the Facility pursuant to the terms and conditions of this Agreement. As parties hereto, Manager and Tenant agree:
MASTER CREDIT FACILITY AGREEMENT BY AND AMONG BORROWERS SIGNATORY HERETO, PROPCO LLC and TRS LLC (Guarantor) AND OAK GROVE COMMERCIAL MORTGAGE, LLC dated as of July 18, 2012Master Credit Facility Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts • District of Columbia
THIS MASTER CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of July 3, 2012, by and among (i) (a) CANYON CREEK OWNER LLC, (b) DESERT FLOWER OWNER LLC, (c) ORCHARD PARK OWNER LLC, (d) REGENT COURT OWNER LLC, (e) SHELDON PARK OWNER LLC, (f) SUN OAK OWNER LLC, (g) SUNSHINE VILLA OWNER LLC, (h) WILLOW PARK OWNER LLC, each a Delaware limited liability company, and (i) such Additional Borrowers as may from time to time become borrowers under this Agreement (individually and collectively, “Borrower”); (ii) (a) PROPCO LLC, a Delaware limited liability company and (b) TRS LLC, a Delaware limited liability company (individually and together, “Guarantor”); and (iii) OAK GROVE COMMERCIAL MORTGAGE, LLC, a Delaware limited liability company (“Lender”).
MASTER DESIGNATION AGREEMENTMaster Designation Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts • Delaware
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.
AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AGREEMENTAnd Restated Purchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts
This AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of July 16, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, Amendment No. 2, dated as of April 11, 2012, Amendment No. 3 dated as of April 27, 2012, Amendment No. 4 dated as of June 14, 2012, and as amended hereby, the “Agreement”). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 4 TO AMENDED AND RESTATED PURCHASE AGREEMENTAnd Restated Purchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts
This AMENDMENT NO. 4 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of June 14, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, Amendment No. 2, dated as of April 11, 2012, and Amendment No. 3 dated as of April 27, 2012, and as amended hereby, the “Agreement”). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts
This AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of April 11, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1 to Amended and Restated Purchase Agreement, dated as of March 30, 2012, the “Agreement”). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2012 • Newcastle Investment Corp • Real estate investment trusts
This AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of March 30, 2012, is made and entered into by and among each of the entities set forth under the heading “Purchasers” on the signature pages hereto (the “Purchasers”), each of the entities set forth under the heading “Sellers” on the signature pages hereto (the “Sellers”), BDC/West Covina II, LLC (the “Regency Grand Seller”) and Walter C. Bowen (“Bowen”). The Purchasers, the Sellers, the Regency Grand Seller and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
