Seventh Amendment to Guaranty Agreement among Brookdale Living Communities, Inc. and Ventas Entities
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Summary
This amendment updates a previous guaranty agreement between Brookdale Living Communities, Inc. and several Ventas entities, including Ventas Realty, Limited Partnership and various Ventas LLCs. The amendment reflects changes in property ownership and lease arrangements, updating the list of covered properties and landlords. All other terms of the original guaranty remain unchanged and in effect. The agreement is governed by Illinois law and is binding on all parties and their successors.
EX-10.7.8 39 y10687exv10w7w8.txt EXHIBIT 10.7.8 EXHIBIT 10.7.8 SEVENTH AMENDMENT TO GUARANTY This Seventh Amendment to Guaranty (this "Guaranty Amendment"), dated as of April 30, 2005, is made by and between Brookdale Living Communities, Inc., a Delaware corporation (together with any entity succeeding thereto by consolidation, merger or acquisition of its assets substantially as an entirety, "Guarantor"), Ventas Realty, Limited Partnership, a Delaware limited partnership ("Initial Beneficiary"), Ventas Kansas City I, LLC, a Delaware limited liability company ("VKC"), Ventas Belleville, LLC ("VB"), Ventas Springfield/Findlay, LLC ("VSF"), and Ventas Farmington Hills, LLC ("VFH", and, together with Initial Beneficiary, VKC, VB, and VSF, collectively, the "Beneficiaries"). Guarantor executed that certain Guaranty of Lease in favor of Initial Beneficiary dated as of January 28, 2004 (the "Original Guaranty"), as amended by that certain First Amendment to Guaranty dated as of February 20, 2004 between Guarantor and Initial Beneficiary (the "First Amendment"), that certain Second Amendment to Guaranty dated as of February 26, 2004 between Guarantor and Initial Beneficiary (the "Second Amendment"), that certain Third Amendment to Guaranty dated as of March 10, 2004 among Guarantor, Initial Beneficiary and VKC (the "Third Amendment"), that certain Fourth Amendment to Guaranty dated as of March 30, 2004 among Guarantor, Initial Beneficiary, VB, VSF, and VKC (the "Fourth Amendment"), that certain Fifth Amendment to Guaranty dated as of May 13, 2004 among Guarantor and the Beneficiaries (the "Fifth Amendment"), and that certain Sixth Amendment to Guaranty dated as of June 18, 2004 among Guarantor and the Beneficiaries (the "Sixth Amendment, and, together with the Original Guaranty, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, the "Guaranty"). The real property previously owned by VB and VSF has been conveyed in fee simple to Initial Beneficiary. The Leases to which such properties were subject are being terminated, and such properties are being added to the Lease pursuant to which Initial Beneficiary is landlord, simultaneously herewith. Accordingly, the parties hereto wish to amend the Guaranty to reflect such transactions. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Guaranty. NOW, THEREFORE, in consideration of $10 and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor, intending to be legally bound, covenants and agrees with the Beneficiaries as follows: 1. Certain Amendments. Schedule B to the Guaranty is hereby deleted in its entirety and replaced with Schedule B attached hereto. From and after the date hereof, the Guaranty is (a) for the benefit of all of the Landlords identified on Schedule B to the Guaranty, as amended hereby, and Ventas, Inc., a Delaware corporation (only to the extent Ventas, Inc. is liable pursuant to any guaranty made by Ventas, Inc. in connection with a mortgage loan related to any Property assumed by a Landlord in connection with the acquisition of such Property) and (b) applicable to (i) all of the Properties identified on Exhibit A to the Guaranty and (ii) all of the Tenants and Leases identified on Schedule B to the Guaranty, as amended hereby. 2. Full Force and Effect. All other terms, conditions and covenants contained in the Guaranty remain unchanged and in full force and effect. Guarantor confirms and ratifies the terms and provisions of the Guaranty and agrees that the Guaranty remains in full force and effect as of the date hereof, and nothing contained in this Guaranty Amendment shall be construed to impair, limit or reduce the security, rights or powers that VKC or any other Landlord, or any of their successors, may have under the Guaranty. Guarantor further reaffirms and ratifies its obligations to be bound by and perform all of the terms of the Guaranty and any other agreements to which it and any Landlord is a party. 3. Governing Law; Jurisdiction. This Guaranty Amendment shall be governed by and construed in accordance with the laws of the State of Illinois, other than its doctrine regarding conflicts of laws. Guarantor irrevocably submits to the personal jurisdiction of any federal or state court sitting in the State of Illinois with respect to any matter arising under this Guaranty Amendment. Guarantor consents to jurisdiction of the courts of the State of Illinois and of the Federal courts sitting in the State of Illinois, and consents to venue in the State of Illinois, and Guarantor waives any right to stay, remove, or otherwise directly or indirectly interfere with such action based on such jurisdiction. 4. Amendments; Successors. Neither this Guaranty Amendment nor the Guaranty may be modified or amended except by a written agreement duly executed by Guarantor and the Landlords that own one or more Properties at the time of such modification or amendment. This Guaranty Amendment shall be binding upon the Guarantor and shall inure to the benefit of Landlords and their successors and assigns as permitted under the Guaranty, including, without limitation, any mortgagee of Landlord's interest in any Property. In the event any one or more of the provisions contained in this Guaranty Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Guaranty Amendment, but this Guaranty Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 5. Counterparts. This Guaranty Amendment may be executed in two or more counterparts, including via facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS] - 2 - IN WITNESS WHEREOF, the parties hereto have caused this Guaranty Amendment to be executed and its corporate seals to be hereunto affixed and attested by its officers thereunto duly authorized. BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation By: /s/ R. Stanley Young ------------------------------------------ Name: R. Stanley Young Title: Executive Vice-President, Chief Financial Officer and Treasurer VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: Ventas, Inc., a Delaware corporation, its sole general partner By: /s/ T. Richard Riney ------------------------------------------ Name: T. Richard Riney Title: Executive Vice President/General Counsel VENTAS KANSAS CITY I, LLC, a Delaware limited liability company By: /s/ T. Richard Riney ------------------------------------------ Name: T. Richard Riney Title: Vice President VENTAS BELLEVILLE, LLC, a Delaware limited liability company By: /s/ T. Richard Riney ------------------------------------------ Name: T. Richard Riney Title: Vice President VENTAS SPRINGFIELD/FINDLAY, LLC, a Delaware limited liability company By: /s/ T. Richard Riney ------------------------------------------ Name: T. Richard Riney Title: Vice President VENTAS FARMINGTON HILLS, LLC, a Delaware limited liability company By: /s/ T. Richard Riney ------------------------- Name: T. Richard Riney Title: Vice President SCHEDULE B
