MedEquities Realty Trust, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2014, by and among MedEquities Realty Trust, Inc., a Maryland corporation (together with any successor entity thereto, the “Company”); FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“FBR”) for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value per share (the “Common Stock”), as participants (the “Participants”) in the private placement by the Company of shares of its Common Stock, and the direct and indirect transferees of FBR and each of the Participants.

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MEDEQUITIES REALTY TRUST, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 10, 2017 by and among MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP,
Credit Agreement • February 13th, 2017 • 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.

MEDEQUITIES REALTY TRUST, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Tennessee

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 15, 2016, 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 William C. Harlan, residing at the address on file with the Company (the “Employee”) is an amendment and restatement of the Amended and Restated Employment Agreement by and among the Company and the Employee, dated August 13, 2015.

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 • May 27th, 2016 • 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.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • May 10th, 2018 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [●], 201[●], by and among MEDEQUITIES REALTY TRUST, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).

MEDEQUITIES REALTY TRUST, INC.
Stock Units Agreement • October 6th, 2016 • 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.

SECOND AMENDMENT TO MASTER LEASE
Master Lease • August 22nd, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO MASTER LEASE (this “Amendment”) is made and entered into this 8th day of June, 2016, by and among MRT of La Mesa CA – SNF, LLC, MRT of National City CA – SNF I, LLC, MRT of National City CA – SNF II , LLC, MRT of Upland CA – SNF/ALF, LLC, and MRT of San Diego CA – SNF, LLC, each, a Delaware limited liability company (collectively, the “Landlord”), and GHC of La Mesa, LLC, GHC of National City II, LLC, GHC of National City I, LLC, GHC of Upland SNF, LLC, GHC of Upland RCFE, LLC, and GHC of Kearny Mesa, LLC, each, a California limited liability company (collectively, the “Tenant”).

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • February 25th, 2019 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Texas

This AMENDED AND RESTATED Guaranty AGREEMENT (this “Guaranty”), is made as of November 20, 2018, by Creative Solutions in Healthcare, Inc., a Texas corporation (the “Entity Guarantor”), Gary Blake and Malisa Blake-Deane (the "Personal Guarantors" and, collectively with the Entity Guarantor, the "Guarantors"), in favor of MRT of San Antonio TX - SNF I, LLC, MRT of San Antonio TX - SNF II, LLC, MRT of Graham TX - SNF, LLC, MRT of Kemp TX - SNF, LLC, MRT of Kerens TX - SNF, LLC, MRT of Brownwood TX - SNF, LLC, MRT of El Paso TX - SNF, LLC, MRT of Kaufman TX - SNF, LLC, MRT of Longview TX - SNF, LLC, and MRT of Mt. Pleasant TX - SNF, LLC, each a Delaware limited liability company (collectively, the "Landlord").

MedEquities Realty Trust, Inc. Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • New York

MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. are acting as representatives (in such capacity, together, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders of [ ] shares (the “Initial Shares”) of Common Stock, par value 0.01 per share, of the Company (the “Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made on July 28, 2014 by and between KENTFIELD THCI HOLDING COMPANY, LLC (“Owner”) and 1125 SIR FRANCIS DRAKE BOULEVARD OPERATING COMPANY, LLC (“Operator”) (collectively, the “Seller”), and MEDEQUITIES REALTY TRUST, INC. (the “Buyer”). This Amendment will be effective as of the date upon which it is last executed by Seller or Buyer, as indicated by their signatures below (the “Effective Date”).

BlueMountain Capital Management, LLC
MedEquities Realty Trust, Inc. • September 19th, 2016 • 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.

MASTER LEASE AGREEMENT by and between LAKEWAY REALTY, L.L.C., as Landlord AND LAKEWAY REGIONAL MEDICAL CENTER, LLC, a Texas limited liability company, as Tenant Made as of February 3, 2015
Master Lease Agreement • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

This Master Lease Agreement (the “Lease”) is made as of February 3, 2015 (the “Effective Date”) by and between LAKEWAY REALTY, L.L.C., a Delaware limited liability company (“Landlord”) and LAKEWAY REGIONAL MEDICAL CENTER LLC, a Texas limited liability company, (“Tenant”). Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

AMENDED AND RESTATED MASTER LEASE by and between MRT of San Antonio TX -- SNF I, LLC MRT of San Antonio TX -- SNF II, LLC MRT of Graham TX -- SNF, LLC MRT of Kemp TX -- SNF, LLC MRT of Kerens TX -- SNF, LLC MRT of Brownwood TX -- SNF, LLC MRT of El...
Master Lease • February 25th, 2019 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS AMENDED AND RESTATED MASTER LEASE (this “Lease”) made and entered into this 20th day of November, 2018, by and among MRT of San Antonio TX - SNF I, LLC, MRT of San Antonio TX - SNF II, LLC, MRT of Graham TX - SNF, LLC, MRT of Kemp TX - SNF, LLC, MRT of Kerens TX - SNF, LLC, MRT of Brownwood TX - SNF, LLC, MRT of El Paso TX - SNF, LLC, MRT of Kaufman TX - SNF, LLC, MRT of Longview TX - SNF, LLC, and MRT of Mt. Pleasant TX - SNF, LLC, each a Delaware limited liability company (collectively, the “Landlord”), and Brownwood IV Enterprises, L.L.C., El Paso VI Enterprises, L.L.C., Graham I Enterprises, L.L.C., Kaufman I Enterprises, L.L.C., Kemp I Enterprises, L.L.C., Kerens I Enterprises, L.L.C., Longview III Enterprises, L.L.C., San Antonio I Enterprises, L.L.C., San Antonio II Enterprises, L.L.C. and Mt. Pleasant V Enterprises, L.L.C., each a Texas limited liability company (collectively referred to herein as the “Tenant” and sometimes individually as a “Tenant”, as the context requir

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP
MedEquities Realty Trust, Inc. • August 20th, 2015 • 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.

AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, MEDEQUITIES REALTY TRUST, INC., MEDEQUITIES OP GP, LLC and MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP dated as of January 2, 2019
Agreement and Plan of Merger • January 2nd, 2019 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of January 2, 2019, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Parent Operating Partnership” and, together with Parent, the “Parent Parties”), MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), MedEquities OP GP, LLC, a Delaware limited liability company and the sole general partner of the Company Operating Partnership (the “Company General Partner”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Company Operating Partnership” and, collectively with the Company and the Company General Partner, the “Company Parties”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides other

BlueMountain Capital Management, LLC
MedEquities Realty Trust, Inc. • June 15th, 2015 • 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.

BlueMountain Capital Management, LLC
MedEquities Realty Trust, Inc. • August 20th, 2015 • 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.
Restricted Stock Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants 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.

FIRST AMENDMENT TO FACILITY LEASE AGREEMENT
Facility Lease Agreement • February 27th, 2017 • MedEquities Realty Trust, Inc. • Real estate investment trusts

This First Amendment to Facility Lease Agreement (“First Amendment”) is entered into as of the 27th day of October, 2016, between MRT of Kentfield CA-LTACH, LLC, a Delaware limited liability company (“Landlord”) and 1125 Sir Francis Drake Boulevard Operating Company, LLC, d/b/a Kentfield Rehabilitation and Specialty Hospital, a Delaware limited liability company and wholly owned subsidiary of Vibra Healthcare, LLC (“Tenant”).

FIRST AMENDMENT TO MASTER LEASE
Master Lease • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO MASTER LEASE (this “Amendment”) is made and entered into this 1st day of October, 2015, by and among MRT of La Mesa CA – SNF, LLC, MRT of National City CA – SNF I, LLC, MRT of National City CA – SNF II , LLC, MRT of Upland CA – SNF/ALF, LLC, and MRT of San Diego CA – SNF, LLC, each, a Delaware limited liability company (collectively, the “Landlord”), and GHC of La Mesa, LLC, GHC of National City II, LLC, GHC of National City I, LLC, GHC of Upland SNF, LLC, GHC of Upland RCFE, LLC, and GHC of Kearny Mesa, LLC, each, a California limited liability company (collectively, the “Tenant”).

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BlueMountain Capital Management, LLC
Rights Agreement • February 21st, 2018 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

Reference is made to that certain BlueMountain Rights Agreement, dated as of July 25, 2014 (the “Rights Agreement”), between MedEquities Realty Trust, Inc. (the “Company”) and BlueMountain Capital Management, LLC (“BlueMountain”).

FIRST AMENDMENT TO MASTER LEASE
Master Lease • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO MASTER LEASE (this “Amendment”) is made as of January 13, 2016, by and among MRT of San Antonio TX - SNF I, LLC, MRT of San Antonio TX - SNF II, LLC, MRT of Graham TX - SNF, LLC, MRT of Kemp TX - SNF, LLC, MRT of Kerens TX - SNF, LLC, MRT of Brownwood TX - SNF, LLC, MRT of El Paso TX - SNF, LLC, MRT of Kaufman TX - SNF, LLC, MRT of Longview TX - SNF, LLC, and MRT of Mt. Pleasant TX - SNF, LLC, each a Delaware limited liability company (collectively, the “Landlord”), and GruenePointe 1 Graham, LLC, GruenePointe 1 El Paso, LLC, GruenePointe 1 Kerens, LLC, GruenePointe 1 Casa Rio, LLC, GruenePointe 1 River City, LLC, GruenePointe 1 Brownwood, LLC, GruenePointe 1 Longview, LLC, GruenePointe 1 Kemp, LLC, GruenePointe 1 Mt. Pleasant, LLC, and GruenePointe 1 Kaufman, LLC, each a Texas limited liability company (collectively referred to herein as the “Tenant”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 9, 2016, by and among MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AMENDMENT (collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and EACH OF THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (together with KeyBank in its capacity as a Lender, hereinafter referred to collectively as the “Lenders”).

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 25th, 2019 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Texas

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 20, 2019, by and among MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (“Borrower”), EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AMENDMENT (collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and EACH OF THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (together with KeyBank in its capacity as a Lender, hereinafter referred to collectively as the “Lenders”).

PURCHASE AND SALE AGREEMENT by and among LA MESA REAL ESTATE, LLC NATIONAL CITY REAL ESTATE II, LLC NATIONAL CITY REAL ESTATE I, LLC UPLAND REAL ESTATE, LLC and MRT OF LA MESA CA – SNF, LLC MRT OF NATIONAL CITY CA – SNF I, LLC MRT OF NATIONAL CITY CA...
Purchase and Sale Agreement • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as hereinafter defined) by and among La Mesa Real Estate, LLC, National City Real Estate II, LLC, National City Real Estate I, LLC, and Upland Real Estate, LLC, each, a California limited liability company (collectively, “Sellers” and each, individually, a “Seller”), and MRT of La Mesa CA – SNF, LLC, MRT of National City CA – SNF I, LLC, MRT of National City CA – SNF II , LLC, MRT of Upland CA – SNF/ALF, LLC, each, a Delaware limited liability company (collectively, “Purchasers” and each, individually, a “Purchaser”). The “Effective Date” of this Agreement shall be the date Commonwealth Land Title Company (the “Title Company”) delivers its counterparty signature hereto.

MEDEQUITIES REALTY TRUST, INC.
Restricted Stock Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants 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.

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.

FIRST AMENDMENT TO agreement AND PLAN OF MERGER
Agreement and Plan of Merger • May 9th, 2019 • MedEquities Realty Trust, Inc. • Real estate investment trusts

This First AMENDMENT TO THE agreement AND PLAN OF MERGER, dated as of March 26, 2019 (this “Agreement”), is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Parent Operating Partnership” and, together with Parent, the “Parent Parties”), MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), MedEquities OP GP, LLC, a Delaware limited liability company and the sole general partner of the Company Operating Partnership (the “Company General Partner”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Company Operating Partnership” and, collectively with the Company and the Company General Partner, the “Company Parties”). Parent, the Parent Operating Partnership, the Company, the Company General Partner and the Company Operating Partnership are each individually referred to herein as a “Party” and collectively as the “Part

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 12th, 2018 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 9, 2018, by and among MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (“Borrower”), EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AMENDMENT (collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and EACH OF THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (together with KeyBank in its capacity as a Lender, hereinafter referred to collectively as the “Lenders”).

MEDEQUITIES REALTY TRUST, INC.
Stock Units Agreement • May 8th, 2017 • 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.

FACILITY LEASE AGREEMENT by and between MRT OF KENTFIELD CA – LTACH, LLC as Landlord AND 1125 SIR FRANCIS DRAKE BOULEVARD OPERATING COMPANY, LLC d/b/a KENTFIELD REHABILITATION AND SPECIALTY HOSPITAL as Tenant Premises Location: 1125 Sir Francis Drake...
Facility Lease Agreement • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • California

This Lease is entered into by Landlord and Tenant and shall become effective contemporaneously with the closing of Landlord’s acquisition of the Property from an affiliate of Tenant, Kentfield THCI Holding Company, LLC, a Delaware limited liability company (such date herein, the “Effective Date”), pursuant to that certain Purchase and Sale Agreement dated as of June 1, 2014 as amended by that certain First Amendment to Purchase and Sale Agreement dated on or about July 28, 2014 (the “Purchase and Sale Agreement”). The Landlord has acquired the Property to implement a sale leaseback transaction with Tenant. This Lease is the “Facility Lease” referred to in the Purchase and Sale Agreement.

MEDEQUITIES REALTY TRUST, INC.
Stock Units Agreement • February 21st, 2018 • MedEquities Realty Trust, Inc. • Real estate investment trusts

MedEquities Realty Trust, Inc., 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.

AMENDED AND RESTATED OPERATING AGREEMENT OF LAKEWAY REALTY, L.L.C.
Operating Agreement • May 5th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Operating Agreement of Lakeway Realty, L.L.C. (the “Company”), a limited liability company organized pursuant to Delaware Limited Liability Company Act, 6 Del. C. §18-101, et. seq. (the “Act”), is executed effective as of March 20, 2015 (“Effective Date”), by and among the Company and its Members (as defined below).

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