CREDIT AGREEMENT Dated as of December 13, 2010 among HCP, INC., as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME, UBS AG, STAMFORD BRANCH, as Administrative Agent, UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. WELLS FARGO SECURITIES, LLC,...Credit Agreement • December 14th, 2010 • Hcp, Inc. • Real estate investment trusts • Delaware
This CREDIT AGREEMENT, dated as of December 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCP, INC., a Maryland corporation (the “Borrower”), the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as Administrative Agent, UBS SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner, CITIBANK, N.A., as Co-Syndication Agent, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Bookrunner, BANK OF AMERICA, N.A., as Co-Syndication Agent, J.P. MORGAN SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent.
HCP, INC. STOCKHOLDERS AGREEMENT Dated as of December 13, 2010Stockholders Agreement • December 14th, 2010 • Hcp, Inc. • Real estate investment trusts • Delaware
STOCKHOLDERS AGREEMENT, dated as of December 13, 2010 (as it may be amended from time to time, this “Agreement”), among (i) HCP, Inc., a Maryland corporation (the “Company”), (ii) HCR ManorCare, Inc, a Delaware corporation (including as converted to a limited liability company, “ManorCare”), and (iii) Carlyle Partners V MC, L.P., a Delaware limited partnership, Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, and CP V Coinvestment B, L.P., a Delaware limited partnership (each, together with ManorCare and any Subsidiary of ManorCare that receives Shares on the Closing Date in connection with the Purchase, an “Initial Investor” and collectively, the “Initial Investors”).
PURCHASE AGREEMENT BY AND AMONG HCP, INC., HCP 2010 REIT LLC, HCR MANORCARE, INC., HCR PROPERTIES, LLC AND HCR HEALTHCARE, LLC DATED AS OF DECEMBER 13, 2010Purchase Agreement • December 14th, 2010 • Hcp, Inc. • Real estate investment trusts • Delaware
This PURCHASE AGREEMENT, dated as of December 13, 2010 (this “Agreement”), by and among HCP, Inc., a Maryland corporation (“Parent”), HCP 2010 REIT LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“Buyer”), HCR ManorCare, Inc., a Delaware corporation (including as converted to a limited liability company pursuant to the Reorganization Agreement, the “Company”), HCR Properties, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“PropCo”), and HCR Healthcare, LLC, a Delaware limited liability company (“OpCo”).
