GROUND LEASE AGREEMENT BY AND BETWEEN CMH II HOLDING CO. AND CHP DUNKIRK MOB OWNER, LLCGround Lease Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Maryland
THIS GROUND LEASE AGREEMENT (“Lease”), dated as of August 30, 2013 (the “Lease Effective Date”), is by and between CMH II HOLDING CO., a Maryland non-stock corporation (“Landlord”), and CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company (“Tenant”). Each of Landlord and Tenant is a “Party” and collectively, the “Parties.”
CREDIT AGREEMENT DATED AS OF AUGUST 30, 2013 CHP CALVERT MOB OWNER, LLC, CHP MEDICAL ARTS MOB OWNER, LLC, CHP DUNKIRK MOB OWNER, LLC, CHP SOLOMONS ISLAND MOB OWNER, LLC, and REGIONS BANKCredit Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Alabama
THIS CREDIT AGREEMENT is dated as of August 30, 2013, among CHP CALVERT MOB OWNER, LLC, a Delaware limited liability company (“Calvert Borrower”), CHP MEDICAL ARTS MOB OWNER, LLC, a Delaware limited liability company (“Medical Arts Center Borrower”), CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company (“Dunkirk Borrower”), CHP SOLOMONS ISLAND MOB OWNER, LLC, a Delaware limited liability company (“Solomons Island Borrower”) (Calvert Borrower, Medical Arts Center Borrower, Dunkirk Borrower and Solomons Island Borrower sometimes hereinafter referred to collectively as the “Borrowers” and each singularly as a “Borrower”), and REGIONS BANK, an Alabama banking corporation (the “Bank”). Capitalized terms used herein shall have the meanings ascribed thereto in Section 1.1 of this Agreement.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the Effective Date (as hereinafter defined) by and among CMH HOLDING CO., a Maryland non-stock corporation (“Holding”), CMH II HOLDING CO., a Maryland non-stock corporation (“Holding II”), CALVERT MEDICAL ARTS CENTER, LLC, a Maryland limited liability company (“Medical Arts” and together with Holding and Holding II, “Sellers”), each having an address at 100 Hospital Road, Prince Frederick, Maryland 20678, Attn: James J. Xinis, CALVERT MEMORIAL HOSPITAL OF CALVERT COUNTY, a Maryland non-stock corporation (“Hospital”), having an address at 100 Hospital Road, Prince Frederick, Maryland 20678, Attn: James J. Xinis and CHP PARTNERS, LP, a Delaware limited partnership, (“Purchaser”), having an address at 450 S. Orange Avenue, Suite 1200, Orlando, FL 32801, Attn: Tracey Bracco and James Schmid. The “Effective Date” shall be the date this Amendment is signed by both Sellers and Purchaser.
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2013 (the “Effective Date”), by and between CHP CALVERT MOB OWNER, LLC, a Delaware limited liability company (“Owner”), and HOLLADAY PROPERTY SERVICES MIDWEST, INC., an Indiana corporation doing business as Holladay Property Services (“Manager”).
LEASEHOLD DEED OF TRUST / DEED OF TRUST AND SECURITY AGREEMENT (PURCHASE MONEY)Leasehold Deed of Trust / Deed of Trust and Security Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Maryland
THIS LEASEHOLD DEED OF TRUST / DEED OF TRUST AND SECURITY AGREEMENT (this “Deed of Trust”) is made and entered into as of August 30, 2013, by CHP CALVERT MOB OWNER, LLC, a Delaware limited liability company (“Calvert Borrower”), CHP MEDICAL ARTS MOB OWNER, LLC, a Delaware limited liability company (“Medical Arts Center Borrower”), and CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company (“Dunkirk Borrower”), all of whose address is c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32861, Attention: Joseph T. Johnson and Holly J. Greer (Calvert Borrower, Medical Arts Center Borrower and Dunkirk Borrower hereinafter referred to collectively as the “Mortgagors” and each singularly as a “Mortgagor”), in favor of ERIC SMITH, said term referring always to the named Trustee and his/her successors in trust, whose address is c/o Regions Bank, 1900 5th Avenue North, Regions Center, 14th Floor, Birmingham, Alabama 35203, as Trustee (the “Trustee”), for the
ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT [MOB I]Assignment and Assumption of Asset Purchase Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT (this “Assignment”) made as of this 30th day of August, 2013 by and between CHP PARTNERS, LP, a Delaware limited partnership (the “Assignor”), and CHP CALVERT MOB OWNER, LLC, a Delaware limited liability company (the “Assignee”).
PROMISSORY NOTEPromissory Note • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
This Promissory Note is the Note referred to in, and is entitled to the benefits of, the Credit Agreement, to which reference is made for a statement of the rights and obligations of Borrowers and Bank in relation thereto; but neither this reference to the Credit Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Borrowers to pay the principal sum of and interest on this Promissory Note when due. The Credit Agreement (i) provides for the making of Advances of the Loan by Bank in an aggregate amount up to the U.S. dollar amount first above mentioned, the indebtedness resulting from the Advances being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of Borrowers under this Promissory Note ar
Schedule of Omitted Documents of CNL Healthcare Properties, Inc.Property Management and Leasing Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
The following property management and leasing agreements have not been filed as an exhibit pursuant to Instruction 2 of Item 601 of Regulation S-K; these documents are substantially identical in all material respects to Exhibit 10.10 to this Form 8-K:
ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT [MOB II, III, CMAC, Dunkirk, Solomons Island]Assignment and Assumption of Asset Purchase Agreement • September 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT (this “Assignment”) made as of this 30th day of August, 2013 by and between CHP PARTNERS, LP, a Delaware limited partnership (“Assignor”), and (i) CHP CALVERT MOB OWNER, LLC, a Delaware limited liability company (the “MOB II & III Assignee”), (ii) CHP MEDICAL ARTS MOB OWNER, LLC, a Delaware limited liability company (the “CMAC Assignee”), (iii) CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company (the “Dunkirk Assignee”), and (iv) CHP SOLOMONS ISLAND MOB OWNER, LLC, a Delaware limited liability company (the “Solomons Assignee”) (the MOB II & III Assignee, CMAC Assignee, Dunkirk Assignee and Solomons Assignee, collectively the “Assignees”).
