EX-101 INSTANCE DOCUMENT
EX-10.1 2 c06706exv10w1.htm EXHIBIT 10.1 Exhibit 10.1
Exhibit 10.1
FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
Dated as of October 12, 2010
among
VENTAS REALTY, LIMITED PARTNERSHIP
AND THE ADDITIONAL BORROWERS LISTED HEREIN,
as Borrower,
AND THE ADDITIONAL BORROWERS LISTED HEREIN,
as Borrower,
THE GUARANTORS REFERRED TO HEREIN,
THE LENDERS REFERRED TO HEREIN
and
BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank and Swingline Lender
as Administrative Agent, Issuing Bank and Swingline Lender
CALYON NEW YORK BRANCH
and
CITICORP NORTH AMERICA, INC.,
as Co-Syndication Agents
and
CITICORP NORTH AMERICA, INC.,
as Co-Syndication Agents
UBS SECURITIES LLC,
as Documentation Agent
as Documentation Agent
BANC OF AMERICA SECURITIES LLC
and
CALYON NEW YORK BRANCH,
as Joint Lead Arrangers and Joint Book Managers
and
CALYON NEW YORK BRANCH,
as Joint Lead Arrangers and Joint Book Managers
FOURTH AMENDMENT
THIS FOURTH AMENDMENT dated as of October 12, 2010 (this “Amendment”) to that certain Credit and Guaranty Agreement referenced below is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (the “Parent Borrower”), SZR US INVESTMENTS, INC., VENTAS SSL HOLDINGS, INC., EC LEBANON REALTY, LLC, EC HAMILTON PLACE REALTY, LLC, KINGSPORT NOMINEE LP, KNOXVILLE NOMINEE LP and HENDERSONVILLE NOMINEE LP in their capacities as additional borrowers (collectively, the “Additional Borrowers”, and together with the Parent Borrower, the “Borrower”), each Person identified on the signature pages hereto as a Guarantor (collectively, the “Guarantors”), the lenders identified on the signature pages hereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent.
W I T N E S S E T H
WHEREAS, a revolving credit facility was established in favor of the Borrower pursuant to the terms of that certain Credit and Guaranty Agreement, dated as of April 26, 2006, by and among the Parent Borrower, the Guarantors, the Lenders, and the Administrative Agent, as modified by that certain Modification Agreement, dated as of March 30, 2007 and as amended by that certain First Amendment dated as of July 27, 2007, that certain Second Amendment dated as of March 13, 2008 and that certain Third Amendment dated as of March 31, 2009 (as so amended and modified, the “Existing Credit Agreement”);
WHEREAS, the Parent Borrower has requested to amend the Existing Credit Agreement to, among other changes, release those Additional Borrowers and Guarantors identified on Schedule 1 to this Amendment (collectively, the “Released Credit Parties”) from their obligations under the Existing Credit Agreement;
WHEREAS, the requested amendments require the consent of the Lenders; and
WHEREAS, the Lenders have agreed to the requested amendments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
PART 1
DEFINITIONS
DEFINITIONS
SUBPART 1.1 Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Fourth Amendment Effective Date (as defined in Subpart 4.1), the Existing Credit Agreement is hereby amended in accordance with this Part 2.
SUBPART 2.1 Amendments to Section 1.1.
(a) The definition of “Interest Rate Protection Agreement” set forth in Section 1.1 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
“Interest Rate Protection Agreement” shall mean any interest rate swap agreement, Currency Agreement, interest rate cap agreement, synthetic cap, collar or floor or other financial agreement or arrangement designed to protect any member of the Consolidated Group against fluctuations in interest rates or to reduce the effect of any such fluctuations.
(b) The definition of “UAP Property” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting clause (g) thereof in its entirety and replacing it with the following:
(g) that is owned or leased by a member of the Consolidated Group; provided, however, for purposes of this subclause (g) (and for purposes of determining Consolidated UAP Property Value), at no time shall more than twenty percent (20%) of the Consolidated UAP Property Value be attributable to UAP Properties located outside of the United States.
SUBPART 2.2 Amendments to Section 6.12. Section 6.12 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
6.12 [Intentionally Omitted].
SUBPART 2.3 Amendments to Section 7.3. Section 7.3 of the Existing Credit Agreement is hereby amended by deleting clause (b) thereof in its entirety and replacing it with the following:
(b) other Indebtedness; provided, that (i) immediately after giving effect to the incurrence or assumption thereof on a Pro Forma Basis, the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder and (ii) no Subsidiary may incur Indebtedness consisting of unsecured guarantee obligations with respect to any senior unsecured Indebtedness of the Parent Borrower (other than the Parent Borrower’s 9% Senior Notes due 2012) in an aggregate amount in excess of $25,000,000 (the “Other Guaranteed Indebtedness”), unless such Subsidiary also becomes a Guarantor of the Indebtedness under the Fundamental Documents by executing and delivering to the Administrative Agent a joinder agreement and such other documentation as the Administrative Agent may reasonably require (including, without limitation, legal opinions), in each case, in form and substance reasonably satisfactory to the Administrative Agent (provided, that in the event such Subsidiary shall be released for any reason from its obligations with respect to the Other Guaranteed Indebtedness it shall automatically be released from its obligations under such joinder and other documentation); and
PART 3
RELEASE OF CERTAIN CREDIT PARTIES
RELEASE OF CERTAIN CREDIT PARTIES
SUBPART 3.1. Release of Certain Credit Parties. The Administrative Agent and each of the Lenders hereby release and forever discharge each of the Released Credit Parties from all their obligations and liabilities under the Fundamental Documents and from all claims and causes of action of any type or nature whatsoever, known or unknown, which the Administrative Agent or the Lenders ever had, now have, or ever could have against such Released Credit Parties that specifically relate, directly or indirectly, to the Fundamental Documents.
SUBPART 3.2. Release of Claims Against Agent and Lenders. In consideration for the release by the Lenders in Subpart 3.1, each of the Released Credit Parties hereby releases and forever discharges the Administrative Agent, Issuing Bank, Swingline Lender, each Lender, and their respective officers and agents from all claims and causes of action of any type or nature whatsoever, known or unknown, which have arisen at any time before the date that this Amendment is fully executed, and which have anything to do with its obligations arising under the Fundamental Documents.
SUBPART 3.3. Claims Not Released. Nothing contained in this Amendment constitutes a general release, and this Amendment is neither intended by the Lenders to release, nor shall it operate to release (1) the indebtedness, obligations and liabilities owing by, or any claims or causes of action that the Lenders may have against, any Credit Party not specifically released pursuant to Subpart 3.1 or (2) any other claims that the Administrative Agent, Issuing Bank, Swingline Lender or any other Lender may have against any Released Credit Party or any other Credit Party with respect to any other transactions, loans, or other relationships unrelated to the Fundamental Documents.
PART 4
CONDITIONS TO EFFECTIVENESS
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1 Fourth Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “Fourth Amendment Effective Date”) when all of the following conditions shall have been satisfied:
(a) Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Credit Parties, the Lenders and the Administrative Agent.
(b) Release of Credit Parties From Bond Indentures. The Administrative Agent shall have received from the Parent Borrower evidence in form and substance satisfactory to the Administrative Agent in its reasonable discretion that the Released Credit Parties have been released from their obligations under or with respect to the indentures governing Parent Borrower’s (i) 65/8% Senior Notes due 2014, (ii) 61/2% Senior Notes due 2016, and (iii) 63/4% Senior Notes due 2017, and Ventas’s 37/8% Convertible Senior Notes due 2011, which may include letters from S&P and Moody’s delivered to the trustee in connection with such release.
(c) Execution of Second Amendment. The Administrative Agent shall have received evidence of the execution, delivery and effectiveness of that certain Second Amendment to Credit and Guaranty Agreement dated as of the date hereof by and among the Parent Borrower, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas, Inc. and certain subsidiaries of Ventas, Inc. and the lenders party thereto, amending that certain Credit and Guaranty Agreement, dated as of March 13, 2008, as amended.
(d) Fees and Expenses. The Administrative Agent and the Lenders shall have received from the Parent Borrower all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent.
PART 5
MISCELLANEOUS
MISCELLANEOUS
SUBPART 5.1. Representations and Warranties. The Credit Parties affirm that, immediately before and immediately after giving effect to this Amendment, the representations and warranties set forth in the Existing Credit Agreement and the other Fundamental Documents are true and correct in all material respects as of the date hereof (except those which expressly relate to an earlier period or date).
SUBPART 5.2 Guarantor Acknowledgment. Each Guarantor not released pursuant to this Amendment, if any, hereby (a) acknowledges and consents to all of the terms and conditions of this Amendment and (b) reaffirms that, jointly and severally together with the other Guarantors, it guarantees the prompt payment and performance of their obligations as provided in Article IX of the Existing Credit Agreement.
SUBPART 5.3 Consent to Subsidiary Liquidation. The Administrative Agent and each of the Lenders hereby approves of and consents to the liquidation of Ventas Cooperatief U.A., an indirect wholly owned subsidiary of Ventas.
SUBPART 5.4 References in Other Credit Documents. On and after the Fourth Amendment Effective Date, all references to the Existing Credit Agreement in each of the Fundamental Documents shall mean the Existing Credit Agreement as amended by this Amendment. Except as specifically amended hereby, the Existing Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
SUBPART 5.5 Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile or other electronic means shall be effective as such party’s original executed counterpart and shall constitute a representation that such party’s original executed counterpart will be delivered upon request by the Administrative Agent.
SUBPART 5.6 Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the day and the year first above written.
| PARENT BORROWER: | VENTAS REALTY, LIMITED PARTNERSHIP | |||||||||
| By: | Ventas, Inc., its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||||||
| ADDITIONAL BORROWERS: | SZR US INVESTMENTS, INC. VENTAS SSL HOLDINGS, INC. | |||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President and Associate Secretary | |||
| EC HAMILTON PLACE REALTY, LLC EC LEBANON REALTY, LLC | ||||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| KINGSPORT NOMINEE LP | ||||||||||
| By: | Kingsport Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| KNOXVILLE NOMINEE LP | ||||||||||
| By: | Knoxville Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| HENDERSONVILLE NOMINEE LP | ||||||||||
| By: | Hendersonville Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| GUARANTORS: | VENTAS, INC. | |||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||
| VENTAS CAPITAL CORPORATION VENTAS HEALTHCARE PROPERTIES, INC. VENTAS FRAMINGHAM, LLC VCC HEALTHCARE FUND, LLC VENTAS EH HOLDINGS, LLC VENTAS PROVIDENT, LLC VENTAS CARROLL MOB, LLC VENTAS MO HOLDINGS, LLC VENTAS NEXCORE HOLDINGS, LLC VENTAS BROADWAY MOB, LLC VENTAS CASPER HOLDINGS, LLC VENTAS GRANTOR TRUST #2 VENTAS GRANTOR TRUST #1 VENTAS SSL, INC. VENTAS SSL HOLDINGS, LLC VENTAS REIT US HOLDINGS INC. SZR US UPREIT THREE, LLC SZR SCOTTSDALE, LLC VENTAS WESTERN HOLDINGS, LLC VTR DOB III MOB, LLC VTR EBERLE MOB, LLC VTR AVISTA MOB, LLC | ||||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President and Associate Secretary | |||
| VENTAS LP REALTY, L.L.C. | ||||||||||
| By: | Ventas, Inc., its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||||||
| VENTAS TRS, LLC | ||||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President | |||
| ELDERTRUST ET CAPITAL CORP. ET SUB-LOPATCONG, L.L.C. ET PENNSBURG FINANCE, L.L.C. ET SUB-SMOB, L.L.C. ET WAYNE FINANCE, L.L.C. ET BELVEDERE FINANCE, L.L.C. ET POBI FINANCE, L.L.C. ET DCMH FINANCE, L.L.C. | ||||
| By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Associate Secretary | |||
| ET SUB-BERKSHIRE LIMITED PARTNERSHIP | ||||||||||
| By: | ET Berkshire, LLC, its General Partner | |||||||||
| By: | ElderTrust, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET BERKSHIRE, LLC | ||||||||||
| ET SUB-HERITAGE WOODS, L.L.C. | ||||||||||
| ET GENPAR, L.L.C. | ||||||||||
| ET LEHIGH, LLC | ||||||||||
| ET SANATOGA, LLC | ||||||||||
| By: | ElderTrust, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET SUB-HIGHGATE, L.P. | ||||||||||
| ET SUB-WOODBRIDGE, L.P. | ||||||||||
| By: | ET GENPAR, L.L.C., its General Partner | |||||||||
| By: | ElderTrust, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET SUB-LEHIGH LIMITED PARTNERSHIP | ||||||||||
| By: | ET Lehigh, LLC, its General Partner | |||||||||
| By: | ElderTrust, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P. | ||||||||||
| By: | ET Pennsburg Finance, L.L.C., its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET SUB-SANATOGA LIMITED PARTNERSHIP | ||||||||||
| By: | ET Sanatoga, LLC, its General Partner | |||||||||
| By: | ElderTrust, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P. | ||||||||||
| By: | ET Wayne Finance, L.L.C., its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Associate Secretary | |||||||||
| PSLT GP, LLC | ||||||||||
| By: | Ventas Provident, LLC, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| PSLT OP, L.P. | ||||||||||
| By: | PSLT GP, LLC, its General Partner | |||||||||
| By: | Ventas Provident, LLC, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| PSLT-BLC PROPERTIES HOLDINGS, LLC | ||||||||||
| PSLT-ALS PROPERTIES HOLDINGS, LLC | ||||||||||
| By: | PSLT OP, L.P., its Sole Member | |||||||||
| By: | PSLT GP, LLC, its General Partner | |||||||||
| By: | Ventas Provident, LLC, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC | ||||||||||
| BROOKDALE HOLDINGS, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC | ||||||||||
| BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC | ||||||||||
| By: | PSLT-BLC Properties Holdings, LLC, its Sole Member | |||||||||
| By: | PSLT OP, L.P., its Sole Member | |||||||||
| By: | PSLT GP, LLC, its General Partner | |||||||||
| By: | Ventas Provident, LLC, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| BLC OF CALIFORNIA-SAN MARCOS, L.P. | ||||||||||
| By: | Brookdale Living Communities of California- San Marcos, LLC, its General Partner | |||||||||
| By: | PSLT-BLC Properties Holdings, LLC, its Sole Member | |||||||||
| By: | PSLT OP, L.P., its Sole Member | |||||||||
| By: | PSLT GP, LLC, its General Partner | |||||||||
| By: | Ventas Provident, LLC, its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| THE PONDS OF PEMBROKE LIMITED PARTNERSHIP RIVER OAKS PARTNERS | ||||
By: | Brookdale Holdings, LLC, its General Partner | |||
By: | PSLT-BLC Properties Holdings, LLC, its Sole Member | |||
By: | PSLT OP, L.P., its Sole Member | |||
By: | PSLT GP, LLC, its General Partner | |||
By: | Ventas Provident, LLC, its Sole Member | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| PSLT-ALS PROPERTIES I, LLC PSLT-ALS PROPERTIES II, LLC | ||||
By: | PSLT-ALS Properties Holdings, LLC, its Sole Member | |||
By: | PSLT OP, L.P., its Sole Member | |||
By: | PSLT GP, LLC, its General Partner | |||
By: | Ventas Provident, LLC, its Sole Member | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| VTRLTH MAB I, LLC VTRLTH MAB II, LLC VSCRE HOLDINGS, LLC UNITED REHAB REALTY HOLDING, LLC BCC MARTINSBURG REALTY, LLC BCC ONTARIO REALTY, LLC BCC MEDINA REALTY, LLC BCC WASHINGTON TOWNSHIP REALTY, LLC EC TIMBERLIN PARC REALTY, LLC EC HALCYON REALTY, LLC BCC ALTOONA REALTY, LLC BCC ALTOONA REALTY GP, LLC BCC READING REALTY, LLC BCC READING REALTY GP, LLC BCC BERWICK REALTY, LLC BCC BERWICK REALTY GP, LLC BCC LEWISTOWN REALTY, LLC BCC LEWISTOWN REALTY GP, LLC BCC STATE COLLEGE REALTY, LLC BCC STATE COLLEGE REALTY GP, LLC SHIPPENSBURG REALTY HOLDINGS, LLC BCC SHIPPENSBURG REALTY, LLC IPC (AP) HOLDING LLC AL (AP) HOLDING LLC ALLISON PARK NOMINEE LLC IPC (HCN) HOLDING LLC AL (HCN) HOLDING LLC BLOOMSBURG NOMINEE LLC SAGAMORE HILLS NOMINEE LLC LEBANON NOMINEE LLC KNOXVILLE NOMINEE LLC KINGSPORT NOMINEE LLC HENDERSONVILLE NOMINEE LLC SAXONBURG NOMINEE LLC LOYALSOCK NOMINEE LLC IPC (MT) HOLDING LLC AL (MT) HOLDING LLC LEWISBURG NOMINEE LLC LIMA NOMINEE LLC XENIA NOMINEE LLC CHIPPEWA NOMINEE LLC DILLSBURG NOMINEE LLC | ||||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BCC ALTOONA REALTY, LP | ||||
By: | BCC Altoona Realty GP, LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BCC READING REALTY, LP | ||||
By: | BCC Reading Realty GP, LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BCC BERWICK REALTY, LP | ||||
By: | BCC Berwick Realty GP, LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BCC LEWISTOWN REALTY, LP | ||||
By: | BCC Lewistown Realty GP, LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BCC STATE COLLEGE REALTY, LP | ||||
By: | BCC State College Realty GP, LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| ALLISON PARK NOMINEE LP | ||||
By: | Allison Park Nominee LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| BLOOMSBURG NOMINEE LP | ||||
By: | Bloomsburg Nominee LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| SAGAMORE HILLS NOMINEE LP | ||||
By: | Sagamore Hills Nominee LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| LEBANON NOMINEE LP | ||||
By: | Lebanon Nominee LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| SAXONBURG NOMINEE LP | ||||
By: | Saxonburg Nominee LLC, its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||
| LOYALSOCK NOMINEE LP | ||||||||||
| By: | Loyalsock Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| LEWISBURG NOMINEE LP | ||||||||||
| By: | Lewisburg Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| LIMA NOMINEE LP | ||||||||||
| By: | Lima Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| XENIA NOMINEE LP | ||||||||||
| By: | Xenia Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| CHIPPEWA NOMINEE LP | ||||||||||
| By: | Chippewa Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| DILLSBURG NOMINEE LP | ||||||||||
| By: | Dillsburg Nominee LLC, its General Partner | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President, General Counsel and Associate Secretary | |||||||||
| VENTAS SSL ONTARIO III, INC. SZR MISSISSAUGA INC. VENTAS SSL LYNN VALLEY, INC. SZR MARKHAM INC. VENTAS SSL BEACON HILL, INC. SZR RICHMOND HILL INC. VENTAS SSL ONTARIO II, INC. SZR WINDSOR INC. SZR OAKVILLE INC. VENTAS SSL VANCOUVER, INC. SZR OF BURLINGTON INC. | ||||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President and Secretary | |||||||||
| SZR ACQUISITIONS, LLC SZR COLUMBIA LLC SZR WILLOWBROOK LLC SZR NORWOOD LLC SZR ROCKVILLE LLC SZR SAN MATEO LLC | ||||||||||
| By: | SZR US Investments, Inc., its Sole Member | |||||||||
| By: | /s/ T. Richard Riney | |||||||||
| Name: | T. Richard Riney | |||||||||
| Title: | Executive Vice President and Associate Secretary | |||||||||
| SZR LINCOLN PARK LLC SZR NORTH HILLS LLC SZR WESTLAKE VILLAGE LLC SZR YORBA LINDA LLC | |||||
| By: | SZR US UPREIT THREE, LLC, its Sole Member | ||||
| By: | /s/ T. Richard Riney | ||||
| Name: | T. Richard Riney | ||||
| Title: | Executive Vice President and Associate Secretary | ||||
| VENTAS CENTER MOB, LLC | |||||
| By: | Ventas MO Holdings, LLC | ||||
| By: | /s/ T. Richard Riney | ||||
| Name: | T. Richard Riney | ||||
| Title: | Executive Vice President and Associate Secretary | ||||
| VENTAS UNIVERSITY MOB, LLC MAB PARENT LLC | |||||
| By: | Ventas MOB Holdings, LLC | ||||
| By: | /s/ T. Richard Riney | ||||
| Name: | T. Richard Riney | ||||
| Title: | Executive Vice President and Associate Secretary | ||||
| ET SUB-BELVEDERE LIMITED PARTNERSHIP, L.L.P. | |||||
| By: | ET Belvedere Finance, L.L.C., its General | ||||
| Partner | |||||
| By: | /s/ T. Richard Riney | ||||
| Name: | T. Richard Riney | ||||
| Title: | Associate Secretary | ||||
| ET SUB-DCMH LIMITED PARTNERSHIP, L.L.P. | |||||
| By: | ET DCMH Finance, L.L.C., its General Partner | ||||
| By: | /s/ T. Richard Riney | ||||
| Name: | T. Richard Riney | ||||
| Title: | Associate Secretary | ||||
| ET SUB-POB I LIMITED PARTNERSHIP, L.L.P. | ||||
By: | ET POBI Finance, L.L.C., its General Partner | |||
By: | /s/ T. Richard Riney | |||
| Name: | T. Richard Riney | |||
| Title: | Associate Secretary | |||
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent and as Cash Collateral Bank | |||
| By: | /s/ Amie L. Edwards | |||
| Name: | Amie L. Edwards | |||
| Title: | Senior Vice President | |||
| LENDERS: | BANK OF AMERICA, N.A., individually as a Lender, as Issuing Bank and as Swingline Lender | |||
| By: | /s/ Amie L. Edwards | |||
| Name: | Amie L. Edwards | |||
| Title: | Senior Vice President | |||
| MERRILL LYNCH CAPITAL CORPORATION, as a Lender | ||||
| By: | /s/ Sarang R. Gadkari | |||
| Name: | Sarang R. Gadkari | |||
| Title: | Vice President | |||
| MERRILL LYNCH BANK USA, as a Lender | ||||
| By: | /s/ Sarang R. Gadkari | |||
| Name: | Sarang R. Gadkari | |||
| Title: | Vice President | |||
| BANK OF TAIWAN, LOS ANGELES BRANCH, as a Lender | ||||
| By: | /s/ Chwan-Ming Ho | |||
| Name: | Chwan-Ming Ho | |||
| Title: | VP & General Manager | |||
| BANK OF THE WEST, as a Lender | ||||
| By: | /s/ Marc R. Thompson | |||
| Name: | Marc R. Thompson | |||
| Title: | Senior Vice President | |||
| BARCLAYS BANK, PLC, as a Lender | ||||
| By: | /s/ Noam Azachi | |||
| Name: | Noam Azachi | |||
| Title: | Assistant Vice President | |||
| COMPASS BANK, as a Lender | ||||
| By: | /s/ EP Paul | |||
| Name: | Eric J. Paul | |||
| Title: | Senior Vice President | |||
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender | ||||
| By: | /s/ David Cagle | |||
| Name: | David Cagle | |||
| Title: | Managing Director | |||
| By: | /s/ David J, Christiansen | |||
| Name: | David Christiansen | |||
| Title: | Vice President | |||
| FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a Lender | ||||
| By: | /s/ Cliff Lin | |||
| Name: | Cliff Lin | |||
| Title: | Vice President & General Manager | |||
| GOLDMAN SACHS BANK USA, as a Lender | ||||
| By: | /s/ Allison O’Connor | |||
| Name: | Allison O’Connor | |||
| Title: | Authorized Signatory | |||
| JEFFERIES FINANCE, LLC, as a Lender | ||||
| By: | /s/ Carl A. Toriello | |||
| Name: | Carl A. Toriello | |||
| Title: | Chief Risk Officer Chief Operating Officer | |||
| RBS CITIZENS NA, as a Lender | ||||
| By: | /s/ Donald Woods | |||
| Name: | Donald Woods | |||
| Title: | SVP | |||
| ROYAL BANK OF CANADA, as a Lender | ||||
| By: | /s/ Gordon MacArthur | |||
| Name: | Gordon MacArthur | |||
| Title: | Authorized Signatory | |||
| CITICORP NORTH AMERICA, INC., as a Lender | ||||
| By: | /s/ John Rowland | |||
| Name: | John Rowland | |||
| Title: | Director | |||
| BANK OF MONTREAL, as a Lender | ||||
| By: | /s/ Aaron Lanski | |||
| Name: | Aaron Lanski | |||
| Title: | Director | |||
| UBS AG, STAMFORD BRANCH, as a Lender | ||||
| By: | /s/ Irja R. Otsa | |||
| Name: | Irja R. Otsa | |||
| Title: | Associate Director | |||
| By: | /s/ Mary E. Evans | |||
| Name: | Mary E. Evans | |||
| Title: | Associate Director | |||
| KEYBANK NATIONAL ASSOCIATION, as a Lender | ||||
| By: | /s/ Amy L. MacLearie | |||
| Name: | Amy L. MacLearie | |||
| Title: | AVP | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender | ||||
| By: | /s/ Douglas Weir | |||
| Name: | Douglas Weir | |||
| Title: | Director | |||
| By: | /s/ Ming K. Chu | |||
| Name: | Ming K. Chu | |||
| Title: | Vice President | |||
| ALLIED IRISH BANKS, PLC, as a Lender | ||||
| By: | /s/ Anthony O’Reilly | |||
| Name: | Anthony O’Reilly | |||
| Title: | SVP | |||
| By: | /s/ illegible | |||
| Name: | ||||
| Title: | ||||
| CAPITAL ONE, N.A., as a Lender | ||||
| By: | /s/ Frederick H. Denecke | |||
| Name: | Frederick H. Denecke | |||
| Title: | Vice President | |||
| STATE BANK OF INDIA as a Lender | ||||
| By: | /s/ CS Setty | |||
| Name: | C Sreenivasulu Setty | |||
| Title: | V.P. & Head (Syndications) | |||
Schedule 1
to
Fourth Amendment
to
Fourth Amendment
Released Credit Parties
AL (AP) HOLDING LLC
AL (HCN) HOLDING LLC
AL (MT) HOLDING LLC
ALLISON PARK NOMINEE LLC
ALLISON PARK NOMINEE LP
BCC ALTOONA REALTY GP, LLC
BCC ALTOONA REALTY, LLC
BCC ALTOONA REALTY, LP
BCC BERWICK REALTY GP, LLC
BCC BERWICK REALTY, LLC
BCC BERWICK REALTY, LP
BCC LEWISTOWN REALTY GP, LLC
BCC LEWISTOWN REALTY, LLC
BCC LEWISTOWN REALTY, LP
BCC MARTINSBURG REALTY, LLC
BCC MEDINA REALTY, LLC
BCC ONTARIO REALTY, LLC
BCC READING REALTY GP, LLC
BCC READING REALTY, LLC
BCC READING REALTY, LP
BCC SHIPPENSBURG REALTY, LLC
BCC STATE COLLEGE REALTY GP, LLC
BCC STATE COLLEGE REALTY, LLC
BCC STATE COLLEGE REALTY, LP
BCC WASHINGTON TOWNSHIP REALTY, LLC
BLC OF CALIFORNIA-SAN MARCOS, L.P.
BLOOMSBURG NOMINEE LLC
BLOOMSBURG NOMINEE LP
BROOKDALE HOLDINGS, LLC
BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC
BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC
BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC
BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC
BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC
CHIPPEWA NOMINEE LLC
CHIPPEWA NOMINEE LP
DILLSBURG NOMINEE LLC
DILLSBURG NOMINEE LP
AL (HCN) HOLDING LLC
AL (MT) HOLDING LLC
ALLISON PARK NOMINEE LLC
ALLISON PARK NOMINEE LP
BCC ALTOONA REALTY GP, LLC
BCC ALTOONA REALTY, LLC
BCC ALTOONA REALTY, LP
BCC BERWICK REALTY GP, LLC
BCC BERWICK REALTY, LLC
BCC BERWICK REALTY, LP
BCC LEWISTOWN REALTY GP, LLC
BCC LEWISTOWN REALTY, LLC
BCC LEWISTOWN REALTY, LP
BCC MARTINSBURG REALTY, LLC
BCC MEDINA REALTY, LLC
BCC ONTARIO REALTY, LLC
BCC READING REALTY GP, LLC
BCC READING REALTY, LLC
BCC READING REALTY, LP
BCC SHIPPENSBURG REALTY, LLC
BCC STATE COLLEGE REALTY GP, LLC
BCC STATE COLLEGE REALTY, LLC
BCC STATE COLLEGE REALTY, LP
BCC WASHINGTON TOWNSHIP REALTY, LLC
BLC OF CALIFORNIA-SAN MARCOS, L.P.
BLOOMSBURG NOMINEE LLC
BLOOMSBURG NOMINEE LP
BROOKDALE HOLDINGS, LLC
BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC
BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC
BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC
BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC
BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC
CHIPPEWA NOMINEE LLC
CHIPPEWA NOMINEE LP
DILLSBURG NOMINEE LLC
DILLSBURG NOMINEE LP
EC HALCYON REALTY, LLC
EC TIMBERLIN PARC REALTY, LLC
ELDERTRUST
ET BELVEDERE FINANCE, L.L.C.
ET BERKSHIRE, LLC
ET CAPITAL CORP.
ET DCMH FINANCE, L.L.C.
ET GENPAR, L.L.C.
ET LEHIGH, LLC
ET PENNSBURG FINANCE, L.L.C.
ET POBI FINANCE, L.L.C.
ET SANATOGA, LLC
ET SUB-BELVEDERE LIMITED PARTNERSHIP, L.L.P.
ET SUB-BERKSHIRE LIMITED PARTNERSHIP
ET SUB-DCMH LIMITED PARTNERSHIP, L.L.P.
ET SUB-HERITAGE WOODS, L.L.C.
ET SUB-HIGHGATE, L.P.
ET SUB-LEHIGH LIMITED PARTNERSHIP
ET SUB-LOPATCONG, L.L.C.
ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.
ET SUB-POB I LIMITED PARTNERSHIP, L.L.P.
ET SUB-SANATOGA LIMITED PARTNERSHIP
ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.
ET SUB-WOODBRIDGE, L.P.
ET WAYNE FINANCE, L.L.C.
HENDERSONVILLE NOMINEE LLC
HENDERSONVILLE NOMINEE LP
IPC (AP) HOLDING LLC
IPC (HCN) HOLDING LLC
IPC (MT) HOLDING LLC
KINGSPORT NOMINEE LLC
KNOXVILLE NOMINEE LLC
LEBANON NOMINEE LLC
LEBANON NOMINEE LP
LEWISBURG NOMINEE LLC
LEWISBURG NOMINEE LP
LIMA NOMINEE LLC
LIMA NOMINEE LP
LOYALSOCK NOMINEE LLC
LOYALSOCK NOMINEE LP
MAB PARENT LLC
PSLT GP, LLC
PSLT OP, L.P.
PSLT-ALS PROPERTIES HOLDINGS, LLC
PSLT-ALS PROPERTIES I, LLC
PSLT-ALS PROPERTIES II, LLC
PSLT-BLC PROPERTIES HOLDINGS, LLC
RIVER OAKS PARTNERS
SAGAMORE HILLS NOMINEE LLC
EC TIMBERLIN PARC REALTY, LLC
ELDERTRUST
ET BELVEDERE FINANCE, L.L.C.
ET BERKSHIRE, LLC
ET CAPITAL CORP.
ET DCMH FINANCE, L.L.C.
ET GENPAR, L.L.C.
ET LEHIGH, LLC
ET PENNSBURG FINANCE, L.L.C.
ET POBI FINANCE, L.L.C.
ET SANATOGA, LLC
ET SUB-BELVEDERE LIMITED PARTNERSHIP, L.L.P.
ET SUB-BERKSHIRE LIMITED PARTNERSHIP
ET SUB-DCMH LIMITED PARTNERSHIP, L.L.P.
ET SUB-HERITAGE WOODS, L.L.C.
ET SUB-HIGHGATE, L.P.
ET SUB-LEHIGH LIMITED PARTNERSHIP
ET SUB-LOPATCONG, L.L.C.
ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.
ET SUB-POB I LIMITED PARTNERSHIP, L.L.P.
ET SUB-SANATOGA LIMITED PARTNERSHIP
ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.
ET SUB-WOODBRIDGE, L.P.
ET WAYNE FINANCE, L.L.C.
HENDERSONVILLE NOMINEE LLC
HENDERSONVILLE NOMINEE LP
IPC (AP) HOLDING LLC
IPC (HCN) HOLDING LLC
IPC (MT) HOLDING LLC
KINGSPORT NOMINEE LLC
KNOXVILLE NOMINEE LLC
LEBANON NOMINEE LLC
LEBANON NOMINEE LP
LEWISBURG NOMINEE LLC
LEWISBURG NOMINEE LP
LIMA NOMINEE LLC
LIMA NOMINEE LP
LOYALSOCK NOMINEE LLC
LOYALSOCK NOMINEE LP
MAB PARENT LLC
PSLT GP, LLC
PSLT OP, L.P.
PSLT-ALS PROPERTIES HOLDINGS, LLC
PSLT-ALS PROPERTIES I, LLC
PSLT-ALS PROPERTIES II, LLC
PSLT-BLC PROPERTIES HOLDINGS, LLC
RIVER OAKS PARTNERS
SAGAMORE HILLS NOMINEE LLC
SAGAMORE HILLS NOMINEE LP
SAXONBURG NOMINEE LLC
SAXONBURG NOMINEE LP
SHIPPENSBURG REALTY HOLDINGS, LLC
SZR ACQUISITIONS, LLC
SZR BURLINGTON INC.
SZR COLUMBIA LLC
SZR LINCOLN PARK LLC
SZR MARKHAM INC.
SZR MISSISSAUGA INC.
SZR NORTH HILLS LLC
SZR NORWOOD LLC
SZR OAKVILLE INC.
SZR RICHMOND HILL INC.
SZR ROCKVILLE LLC
SZR SAN MATEO LLC
SZR SCOTTSDALE, LLC
SZR US INVESTMENTS, INC.
SZR US UPREIT THREE, LLC
SZR WESTLAKE VILLAGE LLC
SZR WILLOWBROOK LLC
SZR WINDSOR INC.
SZR YORBA LINDA LLC
THE PONDS OF PEMBROKE LIMITED PARTNERSHIP
UNITED REHAB REALTY HOLDING, LLC
VCC HEALTHCARE FUND, LLC
VENTAS BROADWAY MOB, LLC
VENTAS CAPITAL CORPORATION
VENTAS CARROLL MOB, LLC
VENTAS CASPER HOLDINGS, LLC
VENTAS CENTER MOB, LLC
VENTAS DASCO MOB HOLDINGS, LLC
VENTAS EH HOLDINGS, LLC
VENTAS FRAMINGHAM, LLC
VENTAS GRANTOR TRUST #1
VENTAS GRANTOR TRUST #2
VENTAS HEALTHCARE CAPITAL, LLC
VENTAS HEALTHCARE PROPERTIES, INC.
VENTAS LP REALTY, L.L.C.
VENTAS MO HOLDINGS, LLC
VENTAS MOB HOLDINGS, LLC
VENTAS NEXCORE HOLDINGS, LLC
VENTAS OF VANCOUVER LIMITED
VENTAS PROVIDENT, LLC
VENTAS REIT US HOLDINGS, INC.
VENTAS SSL BEACON HILL, INC.
VENTAS SSL HOLDINGS, INC.
VENTAS SSL HOLDINGS, LLC
VENTAS SSL LYNN VALLEY, INC.
SAXONBURG NOMINEE LLC
SAXONBURG NOMINEE LP
SHIPPENSBURG REALTY HOLDINGS, LLC
SZR ACQUISITIONS, LLC
SZR BURLINGTON INC.
SZR COLUMBIA LLC
SZR LINCOLN PARK LLC
SZR MARKHAM INC.
SZR MISSISSAUGA INC.
SZR NORTH HILLS LLC
SZR NORWOOD LLC
SZR OAKVILLE INC.
SZR RICHMOND HILL INC.
SZR ROCKVILLE LLC
SZR SAN MATEO LLC
SZR SCOTTSDALE, LLC
SZR US INVESTMENTS, INC.
SZR US UPREIT THREE, LLC
SZR WESTLAKE VILLAGE LLC
SZR WILLOWBROOK LLC
SZR WINDSOR INC.
SZR YORBA LINDA LLC
THE PONDS OF PEMBROKE LIMITED PARTNERSHIP
UNITED REHAB REALTY HOLDING, LLC
VCC HEALTHCARE FUND, LLC
VENTAS BROADWAY MOB, LLC
VENTAS CAPITAL CORPORATION
VENTAS CARROLL MOB, LLC
VENTAS CASPER HOLDINGS, LLC
VENTAS CENTER MOB, LLC
VENTAS DASCO MOB HOLDINGS, LLC
VENTAS EH HOLDINGS, LLC
VENTAS FRAMINGHAM, LLC
VENTAS GRANTOR TRUST #1
VENTAS GRANTOR TRUST #2
VENTAS HEALTHCARE CAPITAL, LLC
VENTAS HEALTHCARE PROPERTIES, INC.
VENTAS LP REALTY, L.L.C.
VENTAS MO HOLDINGS, LLC
VENTAS MOB HOLDINGS, LLC
VENTAS NEXCORE HOLDINGS, LLC
VENTAS OF VANCOUVER LIMITED
VENTAS PROVIDENT, LLC
VENTAS REIT US HOLDINGS, INC.
VENTAS SSL BEACON HILL, INC.
VENTAS SSL HOLDINGS, INC.
VENTAS SSL HOLDINGS, LLC
VENTAS SSL LYNN VALLEY, INC.
VENTAS SSL ONTARIO II, INC.
VENTAS SSL ONTARIO III, INC.
VENTAS SSL VANCOUVER, INC.
VENTAS SSL, INC.
VENTAS TRS, LLC
VENTAS UNIVERSITY MOB, LLC
VENTAS WESTERN HOLDINGS, LLC
VSCRE HOLDINGS, LLC
VTR AVISTA MOB, LLC
VTR DOB III MOB, LLC
VTR EBERLE MOB, LLC
VTRLTH MAB I, LLC
VTRLTH MAB II, LLC
XENIA NOMINEE LLC
XENIA NOMINEE LP
VENTAS SSL ONTARIO III, INC.
VENTAS SSL VANCOUVER, INC.
VENTAS SSL, INC.
VENTAS TRS, LLC
VENTAS UNIVERSITY MOB, LLC
VENTAS WESTERN HOLDINGS, LLC
VSCRE HOLDINGS, LLC
VTR AVISTA MOB, LLC
VTR DOB III MOB, LLC
VTR EBERLE MOB, LLC
VTRLTH MAB I, LLC
VTRLTH MAB II, LLC
XENIA NOMINEE LLC
XENIA NOMINEE LP
