MODIFICATION AGREEMENT

EX-10.1 6 dex101.htm MODIFICATION AGREEMENT Modification Agreement

EXHIBIT 10.1

MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT, dated as of March 30, 2007 (this “Modification Agreement”), of that certain Credit Agreement referenced below is by and among Ventas Realty, Limited Partnership (the “Borrower”), the Guarantors, the undersigned Lenders, and Bank of America, N.A., as administrative agent (the “Administrative Agent”), the Issuing Bank and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

WITNESSETH

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 (as amended, restated, extended, supplemented, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors, the Lenders, and the Administrative Agent;

WHEREAS, the Borrower has requested that the Total Revolving Committed Amount be increased by $100 million from $500 million to $600 million; and

WHEREAS, certain of the Revolving Lenders have agreed to increase their Revolving Commitments pursuant to Section 2.1(d) of the Credit Agreement, as shown on Schedule 1.1 attached hereto, on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Increase in Revolving Commitments. Each of the Revolving Lenders party to this Modification Agreement severally agrees to provide additional Revolving Commitments, if any, under the Credit Agreement as set forth on Schedule 1.1 attached hereto. After giving effect to such additional Revolving Commitments, the Revolving Commitment Percentage of each Lender shall be revised as set forth on Schedule 1.1 attached hereto. Schedule 1.1 to the Credit Agreement is hereby replaced with Schedule 1.1 attached hereto.

2. Increase in LOC Committed Amount. Concurrently with the increase in the Total Revolving Committed Amount pursuant to this Modification Agreement, the LOC Committed Amount is hereby increased proportionately in accordance with Section 2.1(d)(ix) of the Credit Agreement such that the LOC Committed Amount equals $90 million.

3. Power and Authority. Each of the Revolving Lenders party to this Modification Agreement hereby represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Modification Agreement and to consummate the transactions contemplated hereby.

4. Conditions Precedent. This Modification Agreement shall be effective immediately upon the satisfaction in full or waiver by the Administrative Agent and the Revolving Lenders providing additional Revolving Commitments hereunder of the following conditions precedent:

(a) Executed Modification Agreement. The Administrative Agent shall have received executed counterparts of this Modification Agreement, which, when taken together, bear the signatures of the Administrative Agent, the Credit Parties and the Revolving Lenders providing additional Revolving Commitments hereunder.


(b) Secretary’s Certificate. The Administrative Agent shall have received a certificate of the Secretary or Authorized Officer of each Credit Party, dated as of the date hereof, and certifying, respectively, (i) that the Organizational Documents of such Credit Party previously delivered to the Administrative Agent have not been amended, supplemented or otherwise modified and are currently in full force and effect, except as noted therein (in which case a complete copy of such Organizational Documents, including any amendments thereto shall be attached to such certificate), (ii) (A) that attached thereto is a true and complete copy of resolutions adopted by Ventas’ Board of Directors authorizing the increase in the Total Revolving Committed Amount contemplated in this Modification Agreement, the Guaranty of all borrowings under the Credit Agreement (after giving effect to the increase in the Total Revolving Committed Amount and the LOC Committed Amount as evidenced by this Modification Agreement) by Ventas and the other Guarantors and the execution and delivery hereof, and further certifying that such resolutions have not been amended, rescinded or supplemented and are currently in effect and (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors, Board of Managers or Board of Trustees, as applicable, of each Guarantor (other than those Guarantors whose resolutions are certified pursuant to clause (A) above), or each entity acting on behalf of such Guarantors, as applicable, authorizing the Guaranty of all borrowings under the Credit Agreement (after giving effect to the increase in the Total Revolving Committed Amount and the LOC Committed Amount as evidenced by this Modification Agreement) by each such Guarantor to which such resolutions respectively relate and the execution and delivery hereof, and further certifying that such resolutions have not been amended, rescinded or supplemented and are currently in effect and (iii) as to the incumbency and specimen signature of each officer of Ventas and each other Credit Party, or each entity acting on behalf of such Credit Party, executing this Modification Agreement or any other document delivered in connection herewith on behalf of Ventas or on behalf of Ventas, as the Borrower’s general partner, on behalf of the Borrower (such certificate to contain a certification by another officer of Ventas as to the incumbency and signature of the officer signing the certificate referred to in this subsection (b)).

(c) Good Standing Certificates. The Administrative Agent shall have received certificates of good standing or the equivalent for each of the Borrower and Ventas, Inc. from its respective jurisdiction of organization or formation certified as of a recent date by the appropriate Governmental Authority.

(d) Legal Opinions. The Administrative Agent shall have received the written opinions of (i) T. Richard Riney, internal general counsel to the Credit Parties, with respect to the authorization, execution and delivery of this Modification Agreement and (ii) Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP, counsel to the Credit Parties, with respect to enforceability of this Modification Agreement, assuming that the substantive laws of the States of Illinois and New York are identical and certain other matters, each dated as of the date hereof and addressed to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent and to Moore & Van Allen PLLC, counsel to the Administrative Agent.

(e) Fees and Expenses. The Borrower shall have paid all upfront and/or arrangement fees, if any, in respect of the new Revolving Commitments so established.

 

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For purposes of determining compliance with the conditions specified in this Section 4, each of the Revolving Lenders that has signed this Modification Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received written notice from such Lender prior to the effectiveness of this Modification Agreement specifying its objection thereto.

5. Effectiveness of Agreement. Upon effectiveness of this Modification Agreement, all references to the Credit Agreement in each of the Fundamental Documents shall hereafter mean the Credit Agreement as modified by this Modification Agreement. Except as specifically modified or amended hereby or otherwise agreed in writing, the Credit Agreement and the other Fundamental Documents (including, in each case, schedules and exhibits thereto) are hereby ratified and confirmed and shall remain in full force and effect according to its terms.

6. Representations and Warranties; Defaults. The Credit Parties, jointly and severally, affirm the following:

(a) the execution, delivery and performance of this Modification Agreement have been duly authorized by all necessary action on the part of each such Credit Party;

(b) the representations and warranties set forth in Article IV of the Credit Agreement and the other Fundamental Documents are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date); and

(c) no Default or Event of Default has occurred and is continuing, nor shall any such event occur by reason of entering into this Modification Agreement.

7. Guarantor Acknowledgment. Each Guarantor hereby (a) acknowledges and consents to all of the terms and conditions of this Modification Agreement, (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 Credit Agreement and (c) acknowledges and agrees that the such obligations will include any Obligations with respect to or resulting from the increase in the Total Revolving Committed Amount as provided hereunder.

8. Counterparts. This Modification Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. Fees and Expenses. The Borrower shall pay all reasonable out-of-pocket fees and expenses of the Administrative Agent (including reasonable attorneys’ fees and expenses of Moore & Van Allen, PLLC, arrangement and syndication expenses, but excluding fees for internal counsel) in connection with the preparation, execution and delivery of this Modification Agreement.

10. Prepayment of Loans; Break-Funding Costs. The Borrower shall make such prepayments and adjustments on the Revolving Loans outstanding on the date that the increase in the Revolving Commitments hereunder becomes effective (including payment of any amounts owing under Section 3.5 of the Credit Agreement) as necessary to give effect to the revised Revolving Commitment Percentages and Revolving Commitments pursuant to this Modification Agreement.

 

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11. Governing Law. This Modification Agreement shall be governed by, and construed in accordance with, the law of the State of New York applicable to agreements made and to be performed entirely within such state; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law.

[SIGNATURES ON FOLLOWING PAGES]

 

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Modification Agreement to be duly executed and delivered as of the date first above written.

 

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
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
    By:  

/s/ T. Richard Riney

    Name:   T. Richard Riney
    Title:   Executive Vice President, Chief Administrative Officer, General Counsel and Corporate 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

 

MODIFICATION AGREEMENT


VENTAS TRS, LLC
By:   Ventas Realty, Limited Partnership, its Sole Member
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
VENTAS HEALTHCARE PROPERTIES, INC.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
VENTAS MANAGEMENT, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
VENTAS FRAMINGHAM, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
VENTAS SUN LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary

 

MODIFICATION AGREEMENT


VENTAS CAL SUN LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
VENTAS PROVIDENT, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
ELDERTRUST
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ELDER TRUST OPERATING LIMITED PARTNERSHIP
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET CAPITAL CORP.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET SUB-BERKSHIRE LIMITED PARTNERSHIP
By:   ET Berkshire, LLC, its General Partner
By:   ElderTrust Operating Limited Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary

 

MODIFICATION AGREEMENT


ET BERKSHIRE, LLC
By:   ElderTrust Operating Limited Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
CABOT ALF, L.L.C.
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
CLEVELAND ALF, L.L.C.
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-HERITAGE WOODS, L.L.C.
By:   ElderTrust Operating Limited Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary

 

MODIFICATION AGREEMENT


ET SUB-HIGHGATE, L.P.
By:   ET GENPAR, L.L.C., its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET GENPAR, L.L.C.
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-LACEY I, L.L.C.
By:   ElderTrust Operating Limited Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-LEHIGH LIMITED PARTNERSHIP
By:   ET Lehigh, LLC, its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary

 

MODIFICATION AGREEMENT


ET LEHIGH, LLC
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-LOPATCONG, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   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:   Secretary
ET PENNSBURG FINANCE, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET SUB-PHILLIPSBURG I, L.L.C.
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary

 

MODIFICATION AGREEMENT


ET SUB-PLEASANT VIEW, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.
By:   ET GENPAR, L.L.C., its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.
By:   ET GENPAR, L.L.C., its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-SANATOGA LIMITED PARTNERSHIP
By:   ET Sanatoga, LLC, its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary

 

MODIFICATION AGREEMENT


ET SANATOGA, LLC
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-SMOB, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
VERNON ALF, L.L.C.
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and Secretary
ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.
By:   ET GENPAR, L.L.C., its General Partner
By:   ElderTrust Operating Limited
  Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and 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:   Secretary

 

MODIFICATION AGREEMENT


ET WAYNE FINANCE, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET WAYNE FINANCE, INC.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Chairman, Executive Vice President and Secretary
ET SUB-WOODBRIDGE, L.P.
By:   ET GENPAR, L.L.C., its General Partner
By:   ElderTrust Operating Limited Partnership, its Sole Member
By:   ElderTrust, its General Partner
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Trustee and 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 Corporate 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 Corporate Secretary

 

MODIFICATION AGREEMENT


PSLT-BLC 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, 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 Corporate Secretary

 

MODIFICATION AGREEMENT


BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, 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 Corporate Secretary

 

MODIFICATION AGREEMENT


BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, 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 Corporate 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 Corporate Secretary
BROOKDALE HOLDINGS, 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 Corporate Secretary

 

MODIFICATION AGREEMENT


BROOKDALE LIVING COMMUNITIES OF INDIANA-OL, 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, 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 Corporate Secretary
BROOKDALE LIVING COMMUNITIES OF MINNESOTA, 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 Corporate Secretary

 

MODIFICATION AGREEMENT


BROOKDALE LIVING COMMUNITIES OF

NEW YORK-GB, 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 Corporate Secretary
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 Corporate Secretary
THE PONDS OF PEMBROKE LIMITED PARTNERSHIP
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 Corporate Secretary

 

MODIFICATION AGREEMENT


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 Corporate Secretary
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 Corporate Secretary
PSLT-ALS PROPERTIES I, 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 Corporate Secretary
VSCRE HOLDINGS, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


UNITED REHAB REALTY HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC MARTINSBURG REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC ONTARIO REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC MEDINA REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC WASHINGTON TOWNSHIP REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC LEBANON REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


EC HAMILTON PLACE REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC TIMBERLIN PARC REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC HALCYON REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC ALTOONA REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC ALTOONA REALTY GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary

 

MODIFICATION AGREEMENT


BCC READING REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC READING REALTY GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
BCC BERWICK REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC BERWICK REALTY GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


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 Secretary
BCC LEWISTOWN REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC LEWISTOWN REALTY GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
BCC STATE COLLEGE REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


BCC STATE COLLEGE REALTY GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
SOUTH BEAVER REALTY HOLDINGS, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC SOUTH BEAVER REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
SHIPPENSBURG REALTY HOLDINGS, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC SHIPPENSBURG REALTY, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


IPC (AP) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
AL (AP) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
ALLISON PARK NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
IPC (HCN) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
AL (HCN) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


BLOOMSBURG NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
SAGAMORE HILLS NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
LEBANON NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


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 Secretary
SAXONBURG NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
LOYALSOCK NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary

 

MODIFICATION AGREEMENT


IPC (MT) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
AL (MT) HOLDING, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
LEWISBURG NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
HENDERSONVILLE NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


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 Secretary
LIMA NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
KINGSPORT NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary

 

MODIFICATION AGREEMENT


XENIA NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
KNOXVILLE NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary
CHIPPEWA NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary

 

MODIFICATION AGREEMENT


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 Secretary
DILLSBURG NOMINEE, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and 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 Secretary

 

MODIFICATION AGREEMENT


ADMINISTRATIVE AGENT:

   

BANK OF AMERICA, N.A.,

as Administrative Agent

    By:  

/s/ Charles Graber

    Name:   Charles Graber
    Title:   Vice President

 

MODIFICATION AGREEMENT


LENDERS:     BANK OF AMERICA, N.A., individually as a Lender, the Swingline Lender and the Issuing Bank
    By:  

/s/ Amie L. Edwards

    Name:   Amie L. Edwards
    Title:   Vice President

 

MODIFICATION AGREEMENT


CALYON NEW YORK BRANCH
By:  

/s/ Thomas Randolph

Name:   Thomas Randolph
Title:   Managing Director
By:  

/s/ Priya Vrat

Name:   Priya Vrat
Title:   Director

 

MODIFICATION AGREEMENT


CITICORP NORTH AMERICA, INC.
By:  

/s/ Malav Kakad

Name:   Malav Kakad
Title:   Vice President

 

MODIFICATION AGREEMENT


MERRILL LYNCH CAPITAL CORPORATION

By:  

/s/ Michael E. O’Brien

Name:   Michael E. O’Brien
Title:   Vice President

 

MODIFICATION AGREEMENT


UBS LOAN FINANCE LLC
By:  

/s/ David B. Julie

Name:   David B. Julie
Title:   Associate Director
  Banking Products Services, US
By:  

/s/ Mary E. Evans

Name:   Mary E. Evans
Title:   Associate Director
  Banking Products Services, US

 

MODIFICATION AGREEMENT


DEUTSCHE BANK TRUST COMPANY AMERICAS
By:  

/s/ Frederick W. Laird

Name:   Frederick W. Laird
Title:   Managing Director
By:  

/s/ Ming K. Chu

Name:   Ming K. Chu
Title:   Vice President

 

MODIFICATION AGREEMENT


BANK OF MONTREAL
By:  

/s/ Aaron Lanski

Name:   Aaron Lanski
Title:   Vice President

 

MODIFICATION AGREEMENT


KEYBANK NATIONAL ASSOCIATION
By:  

/s/ Amy L. MacLearie

Name:   Amy L. MacLearie
Title:   Closing Officer

 

MODIFICATION AGREEMENT


LASALLE BANK NATIONAL ASSOCIATION
By:  

/s/ Brad Feine

Name:   Brad Feine
Title:   Vice President

 

MODIFICATION AGREEMENT


MORGAN STANLEY BANK
By:  

/s/ Daniel Twenge

Name:   Daniel Twenge
Title:   Authorized Signatory
  Morgan Stanley Bank

 

MODIFICATION AGREEMENT


JPMORGAN CHASE BANK, N.A.
By:  

/s/ Marc E. Costantino

Name:   Marc E. Costantino
Title:   Executive Director

 

MODIFICATION AGREEMENT


SCHEDULE 1.1

LENDERS AND COMMITMENTS

 

Lender

   Revolving
Commitments before
giving effect to
Modification
Agreement
   Revolving
Commitment
Percentage before
giving effect to
Modification
Agreement
    Additional Revolving
Commitments added
pursuant Modification
Agreement
   Revolving
Commitments after
giving effect to
Modification
Agreement
  

Revolving
Commitment
Percentage

after giving effect to

Modification
Agreement

 

Bank of America, N.A.

   $ 47,000,000.00    9.400000000 %   $ 8,000,000.00    $ 55,000,000.00    9 ###-###-#### %

Calyon New York Branch

   $ 47,000,000.00    9.400000000 %   $ 8,000,000.00    $ 55,000,000.00    9 ###-###-#### %

Citicorp North America, Inc.

   $ 37,000,000.00    7.400000000 %   $ 12,500,000.00    $ 49,500,000.00    8.250000000 %

Merrill Lynch Capital Corporation

   $ 37,000,000.00    7.400000000 %   $ 12,500,000.00    $ 49,500,000.00    8.250000000 %

UBS Loan Finance LLC

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

Deutsche Bank Trust Company Americas

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

Bank of Montreal

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

KeyBank National Association

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

LaSalle Bank National Association

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

Morgan Stanley Bank

   $ 35,000,000.00    7.000000000 %   $ 9,000,000.00    $ 44,000,000.00    7 ###-###-#### %

JPMorgan Chase Bank, N.A.

   $ 25,000,000.00    5.000000000 %   $ 5,000,000.00    $ 30,000,000.00    5.000000000 %

Wachovia Bank, National Association

   $ 25,000,000.00    5.000000000 %   $ 0    $ 25,000,000.00    4 ###-###-#### %

Emigrant Bank

   $ 25,000,000.00    5.000000000 %   $ 0    $ 25,000,000.00    4 ###-###-#### %

AIB Debt Management Limited

   $ 15,000,000.00    3.000000000 %   $ 0    $ 15,000,000.00    2.500000000 %

Allied Irish Banks, plc

   $ 7,000,000.00    1.4000000000 %   $ 0    $ 7,000,000.00    1 ###-###-#### %

Bank of the West

   $ 15,000,000.00    3.000000000 %   $ 0    $ 15,000,000.00    2.500000000 %

State Bank of India, New York Branch

   $ 10,000,000.00    2.000000000 %   $ 0    $ 10,000,000.00    1 ###-###-#### %
                                 

Total:

   $ 500,000,000.00    100.0000000000 %   $ 100,000,000.00    $ 600,000,000.00    100.000000000 %