EXECUTION VERSION PURCHASE AND SALE AGREEMENT BY AND BETWEEN SHP PACIFIC INN, LLC; SHP NOHL RANCH, LLC; SHP GABLES, LLC; SHP OAK TREE VILLA, LLC; SHP LEXINGTON, LLC; SHP INN AT THE PARK, LLC; SHP PAULIN CREEK, LLC; SHP MIRAGE INN, LLC; AND SHP OCEAN...Purchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • California
LOAN NO. 70004188 LOAN AGREEMENT FOR A LOAN IN THE AMOUNT OFLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
BY AND AMONGStockholders Agreement • March 31st, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
BY AND BETWEENAsset Purchase Agreement • March 31st, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
EXHIBIT 10.21 LOAN NO. C-332847 SOUTHFIELD GUARANTEE OF RECOURSE OBLIGATIONS (Single Guarantor) In consideration of the benefits which the undersigned (herein called "Guarantor") will receive as a result of The Northwestern Mutual Life Insurance...Guarantee Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BROOKDALE SENIOR HOUSING, LLC TABLE OF CONTENTSLimited Liability Company Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Delaware
GUARANTYGuaranty • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
WAIVER TO CREDIT AGREEMENT WAIVER, dated as of August 10, 2006 (this "Waiver"), to the CREDIT AGREEMENT, dated as of February 10, 2006 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time,...Credit Agreement • August 14th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
EXHIBIT 10.32.1 LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of October 19, 2004 (this "AGREEMENT"), is entered into by and between BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (the "BORROWER", formerly known as BLC Senior Holdings,...Loan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
Common StockUnderwriting Agreement • July 20th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
among BROOKDALE SENIOR LIVING INC., as Borrower,Credit Agreement • November 17th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Exhibit 10.4 ------------ Form of Employment Agreement for Executives BROOKDALE SENIOR LIVING INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 12th day of May, 2006 by and between Brookdale Senior...Employment Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
Exhibit 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is entered into as of October 21, 2004 by and between ALS PROPERTIES TENANT I, LLC, a Delaware limited liability company ("Sublandlord"), and ALTERRA HEALTHCARE CORPORATION, a...Sublease Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
Exhibit 10.2 ------------ FORM OF OPTION AGREEMENT STOCK OPTION AGREEMENT ---------------------- This STOCK OPTION AGREEMENT (this "Agreement"), is entered into this th day of , 2006 (the "Date of Grant") between Brookdale Senior Living Inc., a...Stock Option Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
RECITALSAsset Purchase Agreement • March 31st, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Florida
Exhibit 10.3 ------------ BROOKDALE SENIOR LIVING INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 12th day of May, 2006, by and between Brookdale Senior Living Inc., a Delaware corporation (the...Employment Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • December 30th, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
3.50% Convertible Senior Notes due 2029Indenture • October 4th, 2024 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
INDENTURE, dated as of October 3, 2024, between BROOKDALE SENIOR LIVING INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and EQUINITI TRUST COMPANY, LLC, a New York limited liability trust company, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 10.52.2 FIRST AMENDMENT TO GUARANTY AGREEMENT (LANDLORD GUARANTY) THIS FIRST AMENDMENT TO GUARANTY AGREEMENT (this "First Amendment") is entered into as of December 4, 2003 by and between SNH ALT LEASED PROPERTIES TRUST, a Maryland real estate...Guaranty Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETH:Master Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Wisconsin
RECITALS:Management Services Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Texas
RECITALSMaster Lease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
AMENDMENT NUMBER ONE TO STOCKHOLDERS AGREEMENT ----------------------Stockholders Agreement • August 14th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
WITNESSETH:Credit Agreement • August 14th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
COMMON STOCK FORM OF UNDERWRITING AGREEMENT dated , 2005Underwriting Agreement • November 7th, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
AS LANDLORD, ANDLease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
RECITALSPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 10.48 AMENDED AND RESTATED LEASELease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • California
RECITALS:Assumption Agreement • October 12th, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 2.2.5 SUPPLEMENTAL AGREEMENT WITH RESPECT TO ASSET PURCHASE AGREEMENT This Supplemental Agreement With Respect To Asset Purchase Agreement is made this 30th day of September, 2004 by and among FORTRESS NBA ACQUISITION, LLC, a Delaware limited...Supplemental Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
GUARANTEEGuarantee • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 2.5 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
WITNESSETH:Employment Agreement • September 21st, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
