New Senior Investment Group Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among VENTAS, INC. CADENCE MERGER SUB LLC and NEW SENIOR INVESTMENT GROUP INC. Dated as of June 28, 2021
Agreement and Plan of Merger • June 29th, 2021 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2021 (this “Agreement”), is by and among VENTAS, INC., a Delaware corporation (“Parent”), CADENCE MERGER SUB LLC, a Delaware limited liability company and subsidiary of Parent (“Merger Sub”), and NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

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MULTIFAMILY NOTE FIXED RATE DEFEASANCE (Revised 5-20-2015)
New Senior Investment Group Inc. • August 17th, 2015 • Real estate investment trusts

FOR VALUE RECEIVED, SNR 27 ALEXIS GARDENS OWNER LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one), promises to pay to the order of WALKER & DUNLOP, LLC, a Delaware limited liability company, the principal sum of $17,384,000.00, with interest on the unpaid principal balance, as hereinafter provided.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 29th, 2014 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

AGREEMENT, dated as of , 2014 (this “Agreement”), between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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17,500,000 Shares NEW SENIOR INVESTMENT GROUP INC. (a Delaware corporation) Common Stock $.01 par value UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2015 • New Senior Investment Group Inc. • Real estate investment trusts • New York
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MULTIFAMILY LOAN AND SECURITY AGREEMENT – SENIORS HOUSING (Revised 9-30-2019) SUMMARY OF LOAN TERMS
Multifamily Loan and Security Agreement • February 11th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts

This Loan Agreement is dated as of the 10th day of February, 2020 and is made by and between SNR 24 BLUEBIRD ESTATES OWNER LLC, a Delaware limited liability company (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”).

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New Senior Investment Group Inc.
New Senior Investment Group Inc. • February 28th, 2020 • Real estate investment trusts • New York

It is with great pleasure that we extend to you an offer to join New Senior Investment Group Inc. (collectively with its subsidiaries and affiliates, the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agreement.”

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MANAGEMENT AND ADVISORY AGREEMENT dated as of November 6, 2014 between NEW SENIOR INVESTMENT GROUP INC. and FIG LLC
Management and Advisory Agreement • November 12th, 2014 • New Senior Investment Group Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AND ADVISORY AGREEMENT is made as of November 6, 2014 (the “Agreement”) by and between NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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MULTIFAMILY LOAN AND SECURITY AGREEMENT – SENIORS HOUSING (Revised 5-20-2015)
Multifamily Loan and Security Agreement • August 17th, 2015 • New Senior Investment Group Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 12th day of August, 2015 and is made by and between SNR 27 ALEXIS GARDENS OWNER LLC, a Delaware limited liability company (“Borrower”), and WALKER & DUNLOP, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between NEWCASTLE INVESTMENT CORP. and NEW SENIOR INVESTMENT GROUP INC. dated as of
Separation and Distribution Agreement • October 10th, 2014 • New Senior Investment Group Inc. • Real estate investment trusts • New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, by and between Newcastle Investment Corp., a Maryland corporation (“Newcastle”), and New Senior Investment Group Inc., a Delaware corporation and a direct, wholly owned subsidiary of Newcastle (“New Senior”). Newcastle and New Senior are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

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NEW SENIOR INVESTMENT GROUP INC. RESTRICTED STOCK AWARD AGREEMENT (Transition Award)
Restricted Stock Award Agreement • February 26th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of January 1, 2019 (the “Grant Date”), is made by and between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Any capitalized term that is used but not defined in this Award Agreement shall have the meaning ascribed to such term in the Amended and Restated New Senior Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as may be amended from time to time, the “Plan”) or if indicated, the Letter Agreement between the Participant and the Company dated December __, 2018 (the “Letter Agreement”). This Restricted Stock Award constitutes that certain restricted stock Transition Award referenced in the Letter Agreement.

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NEW SENIOR INVESTMENT GROUP INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT (Annual Award)
Performance Stock Unit Award Agreement • August 5th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Performance Stock Unit Award Agreement (this “Performance Stock Unit Award Agreement”), dated as of __________ (the “Grant Date”), is made by and between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and __________ (the “Participant”). Any capitalized term that is used but not defined in this Award Agreement shall have the meaning ascribed to such term in the Amended and Restated New Senior Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as may be amended from time to time, the “Plan”) or if indicated, the Letter Agreement between the Participant and the Company, dated __________ (the “Letter Agreement”).

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TERMINATION AND COOPERATION AGREEMENT
Termination and Cooperation Agreement • November 20th, 2018 • New Senior Investment Group Inc. • Real estate investment trusts • New York

This TERMINATION AND COOPERATION AGREEMENT (this “Agreement”), dated as of November 19, 2018, is made by and between NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (the “Manager”). The Company and the Manager are collectively referred to as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings given in the Management Agreement (as defined below).

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SECOND AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS
Credit Agreement and Other Loan Documents • February 11th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”), dated as of February 10, 2020, by and among NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (“Borrower”), the undersigned parties to this Amendment executing as “Guarantors” (hereinafter referred to individually as “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), BMO HARRIS BANK N.A. (“BMO”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), CADENCE BANK, N.A. (“Cadence”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DB”), ROYAL BANK OF CANADA (“RBC”; KeyBank, BMO, Capital One, Cadence, DB and RBC collectively, the “Lenders”), and KeyBank 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”).

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CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2018 by and among NEW SENIOR INVESTMENT GROUP INC., AS THE BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS...
Management Agreement • December 19th, 2018 • New Senior Investment Group Inc. • Real estate investment trusts

THIS CREDIT AGREEMENT (this “Agreement”) is made as of December 13, 2018, by and among NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18, and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”).

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LEASE TERMINATION AGREEMENT
Sub-Management Agreement • February 26th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • New York

This LEASE TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of May, 2018, by and among NCT MASTER TENANT I LLC, a Delaware limited liability company having its principal office at c/o Holiday Retirement, 480 N Orlando Ave, Suite 236, Winter Park, Florida 32789 (“Tenant 1”), NCT MASTER TENANT II LLC, a Delaware limited liability company having its principal office at c/o Holiday Retirement, 480 N Orlando Ave, Suite 236, Winter Park, Florida 32789 (“Tenant 2”; together with Tenant 1, each, a “Tenant” and collectively, “Tenants”), the entities listed on Schedule A attached hereto, each a Delaware limited liability company and each having its principal office at 1345 Avenue of the Americas, Floor 45, New York, NY 10105 (collectively, “Landlord 1”), the entities listed on Schedule B attached hereto, each a Delaware limited liability company and each having its principal office at 1345 Avenue of the Americas, Floor 45, New York, NY 10105 (collectively, “Lan

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CONSOLIDATED, AMENDED AND RESTATED MASTER MULTIFAMILY NOTE FLOATING RATE [FOR USE WITH THE MASTER LOAN AGREEMENT] (Revised 8-15-2018 - modified)
Master Loan Agreement • October 15th, 2018 • New Senior Investment Group Inc. • Real estate investment trusts • Virginia

FOR VALUE RECEIVED, each of the parties set forth on Schedule 2 attached to and made a part of this Note (each, together with such party’s successors and assigns, an “Individual Borrower”; each Individual Borrower, individually and collectively, jointly, and severally, together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally, promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association, the principal sum of $720,000,000.00, with interest on the unpaid principal balance, as hereinafter provided.

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First AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 28th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2019, by and among NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (“Borrower”), the undersigned parties to this Amendment executing as “Guarantors” (hereinafter referred to individually as “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), BMO HARRIS BANK N.A. (“BMO”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), CADENCE BANK, N.A. (“Cadence”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DB”), ROYAL BANK OF CANADA (“RBC”; KeyBank, BMO, Capital One, Cadence, DB and RBC collectively, the “Lenders”), and KeyBank 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”).

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SETTLEMENT AGREEMENT
Settlement Agreement • February 26th, 2016 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Settlement Agreement (this “Agreement”), dated as of February 23, 2016, is made by and among New Senior Investment Group Inc., a Delaware corporation (the “Company”), on the one hand, and Levin Capital Strategies, L.P., a Delaware limited partnership (“Levin”), and all other entities and natural persons listed on Schedule A hereto (together with Levin, the “Levin Group”, and each of Levin and such entities and natural persons, a “Levin Group Member”), on the other hand. In consideration of the representations, warranties, covenants, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

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PURCHASE AND SALE AGREEMENT BETWEEN EACH PARTY LISTED AS A “SELLER” ON SCHEDULE I AS SELLER AND EACH PARTY LISTED AS A “PURCHASER” ON SCHEDULE I AS PURCHASER DATED: OCTOBER 31, 2019
Purchase and Sale Agreement • February 11th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of October, 2019 (the “Effective Date”), by and among each party listed as a “PropCo Seller” on Schedule I attached hereto and made a part hereof, having a principal address at c/o New Senior Investment Group Inc., 1345 Avenue of the Americas, New York, New York 10105 (individually or collectively, as the context requires, jointly and severally “PropCo Seller”) and each party listed as an “OpCo Seller” on Schedule I attached hereto and made a part hereof, having a principal address at c/o New Senior Investment Group Inc., 1345 Avenue of the Americas, New York, New York 10105 (individually or collectively, as the context requires, jointly and severally “OpCo Seller” and, together with PropCo Seller, individually or collectively as the context may require, jointly and severally, “Seller”) and each party listed as a “Purchaser” on Schedule I, having a principal address at One Seagate, Suite 150

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 10th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2020, by and among NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (“Borrower”), the undersigned parties to this Amendment executing as “Guarantors” (hereinafter referred to individually as “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), BMO HARRIS BANK N.A. (“BMO”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), CADENCE BANK, N.A. (“Cadence”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DB”), ROYAL BANK OF CANADA (“RBC”; KeyBank, BMO, Capital One, Cadence, DB and RBC collectively, the “Lenders”), and KeyBank 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”).

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NEW SENIOR INVESTMENT GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Annual Award)
Restricted Stock Unit Award Agreement • August 5th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Restricted Stock Unit Award Agreement (this “Restricted Stock Unit Award Agreement”), dated as of __________ (the “Grant Date”), is made by and between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and __________ (the “Participant”). Any capitalized term that is used but not defined in this Award Agreement shall have the meaning ascribed to such term in the Amended and Restated New Senior Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as may be amended from time to time, the “Plan”) or if indicated, the Letter Agreement between the Participant and the Company, dated __________ (the “Letter Agreement”).

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NEW SENIOR INVESTMENT GROUP INC. STOCK OPTION AWARD AGREEMENT (Transition Award)
Stock Option Award Agreement • February 26th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Stock Option Award Agreement (this “Option Award Agreement”), dated as of January [_], 2019 (the “Grant Date”), is made by and between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Any capitalized term that is used but not defined in this Option Award Agreement shall have the meaning ascribed to such term in the Amended and Restated New Senior Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as may be amended from time to time, the “Plan”) or if indicated, the Letter Agreement between the Participant and the Company dated December __, 2018 (the “Letter Agreement”). This Stock Option Award constitutes that certain Option Transition Award referenced in the Letter Agreement.

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NEW SENIOR INVESTMENT GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Non- Employee Director)
Restricted Stock Unit Award Agreement • August 5th, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • Delaware

This Restricted Stock Unit Award Agreement (this “Restricted Stock Unit Award Agreement”), dated as of __________ (the “Grant Date”), is made by and between New Senior Investment Group Inc., a Delaware corporation (the “Company”), and __________ (the “Participant”). Any capitalized term that is used but not defined in this Restricted Stock Unit Award Agreement shall have the meaning ascribed to such term in the Amended and Restated New Senior Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as may be amended from time to time, the “Plan”).

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NEW SENIOR INVESTMENT GROUP INC. $100,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2021 • New Senior Investment Group Inc. • Real estate investment trusts • New York

New Senior Investment Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc.

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 26th, 2015 • New Senior Investment Group Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 21, 2014 (the “Effective Date”) by and among each Property Seller (each, a “Property Seller” and, collectively, as the context requires, “Property Seller”) and each Entity Selling Group (each, an “Entity Selling Group” and, collectively, as the context requires, “Entity Selling Group”, and together with Property Seller, “Seller”, and each individually, a “Seller”) identified on Schedule 1 and Schedule 2, respectively, attached hereto, and NIC ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”, and together with Seller, each a “Party”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • January 3rd, 2019 • New Senior Investment Group Inc. • Real estate investment trusts • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 31, 2018, and effective as of January 1, 2019 (the “Effective Date”), is made by and between NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (“Service Provider”). The Company and Service Provider are collectively referred to as the “Parties” and each individually as a “Party.”

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 10th, 2020 • New Senior Investment Group Inc. • Real estate investment trusts

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 29, 2020, by and among NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (“Borrower”), the undersigned parties to this Amendment executing as “Guarantors” (hereinafter referred to individually as “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), BMO HARRIS BANK N.A. (“BMO”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), CADENCE BANK, N.A. (“Cadence”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DB”), ROYAL BANK OF CANADA (“RBC”; KeyBank, BMO, Capital One, Cadence, DB and RBC collectively, the “Lenders”), and KeyBank 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”).

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