MEDEQUITIES REALTY TRUST, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Tennessee
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 13, 2015 by and among MedEquities Realty Trust, Inc., a Maryland corporation (“MedEquities”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with MedEquities, the “Company”), each with its principal place of business at 3100 West End Avenue, Suite 1000, Nashville, Tennessee 37203, and John W. McRoberts, residing at the address on file with the Company (the “Employee”) is an amendment and restatement of the Employment Agreement by and among the Company and the Employee, dated July 31, 2014.
FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 30, 2015 by and among MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP, AS THE BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS...Credit Agreement • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts
principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.
BlueMountain Capital Management, LLCBluemountain Rights Agreement • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland
Reference is made to that certain preliminary offering memorandum, dated July 1, 2014, as supplemented by the preliminary offering memorandum supplement dated the date hereof (the “OM”), of MedEquities Realty Trust, Inc. (the “Company”) describing an offering by the Company of its common stock, par value $0.01 per share, pursuant to various exemptions from registration under the Securities Act of 1933, as amended (the “Offering”). Capitalized terms used herein but not herein defined shall have the meanings given to such terms in the OM.
MEDEQUITIES REALTY TRUST, INC.Stock Units Agreement • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts
MedEquities Realty Trust, a Maryland corporation (the “Company”), hereby grants stock units (“Stock Units”) for shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEDEQUITIES REALTY OPERATING PARTNERSHIP, LPFirst Amended and Restated Agreement of Limited Partnership • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Delaware
This Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of MedEquities Realty Operating Partnership, LP (this “Amendment”) is made as of January 28, 2015 by MedEquities OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the First Amended and Restated Agreement of Limited Partnership of MedEquities Realty Operating Partnership, LP, dated as of July 31, 2014 (the “Partnership Agreement”), for the purpose of issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
PURCHASE AND SALE AGREEMENT by and between KENTFIELD THCI HOLDING COMPANY, LCC a Delaware limited liability company and 1125 SIR FRANCIS DRAKE BOULEVARD OPERATING COMPANY, LLC a Delaware limited liability company, as Sellers, AND MEDEQUITIES REALTY...Purchase and Sale Agreement • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts
hereby covenant with the said Grantee that it is lawfully seized and possessed of said land in fee simple, has a good right to convey said land and that said land is free and clear of all liens and encumbrances made or suffered by Grantor except for the Permitted Exceptions.
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEDEQUITIES REALTY OPERATING PARTNERSHIP, LPAgreement of Limited Partnership • August 20th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Delaware
accumulated distributions are to be calculated. Distributions shall be paid to holders of record of the Series B Preferred Partnership Units at the close of business on the record date, which shall be the business day nearest the 23rd day of the calendar month that is immediately prior to the month in which the applicable Distribution Payment Date falls or such other date designated by the General Partner for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”). Distributions in respect of any past Distribution Periods that are in arrears may be authorized and paid at any time to holders of record on the Distribution Record Date related to each such Distribution Period. Any distribution payment made on the Series B Preferred Partnership Units shall be credited first against the earliest accumulated but unpaid distributions that remain payable. After full cumulative cash distributions, in
