Provident Senior Living Trust
Exhibit
10.20
000
Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxxxx,
XX 00000
March 28,
0000
Xxxxxxxx
Xxxxxxxxx Acquisition LLC
c/o
Fortress Investment Group LLC
1251
Avenue of the Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xx. Xxxxxx X. Xxxxxxx
Brookdale
Living Communities, Inc.
000 Xxxxx
Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
General Counsel
Ladies
and Gentlemen:
Reference
is made to that certain Tax Matters Agreement dated as of June 18, 2004 (the
“Tax
Agreement”), by
and among Fortress Brookdale Acquisition LLC (“Seller”),
Provident Senior Living Trust, a Maryland real estate investment trust
(“Acquiror”), and
Brookdale Living Communities, Inc., formerly known as BLC Senior Holdings, Inc.
(“Indemnitor”).
The
parties hereto hereby agree that the first sentence of Section 3(g) of the Tax
Agreement is hereby deleted.
Except as
expressly provided herein, (i) the Tax Agreement shall remain in full force and
effect, and (ii) no party hereto makes any amendment, alteration or modification
of the Tax Agreement nor does any party hereto waive any provision of the Tax
Agreement or any right that it may have thereunder.
|
By: |
/s/ Xxxxxx X. Xxxxxxxx, Xx. | |
Chief
Executive Officer
Fortress
Brookdale Acquisition LLC
Brookdale
Living Communities, Inc.
March 28,
2005
Page
2
Acknowledged and agreed as of
the date
first written above:
FORTRESS
BROOKDALE ACQUISITION LLC
|
By: |
/s/ Xxxxxxx X. Xxxxxxx | |
Title:
Vice President
BROOKDALE
LIVING COMMUNITIES, INC.
|
By: |
/s/ R. Xxxxxxx Xxxxx | |
Name: R.
Xxxxxxx Xxxxx
Title:
Executive Vice President, Chief Financial Officer and Treasurer
Copies
to:
Xxxxxxx
Xxxx Slate Xxxxxxx & Xxxx LLP
Xxxx
Xxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx X.
Coco, Esq.
Facsimile: (000)
000-0000
Sidley
Xxxxxx Xxxxx & Xxxx LLP
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx X.
Xxxxx, Esq.
Facsimile: (000)
000-0000
Winston
& Xxxxxx LLP
00 Xxxx
Xxxxxx Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxxx
X. Head, Esq.
Facsimile: (000)
000-0000
