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...
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]
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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. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President/General
Counsel
VENTAS KANSAS CITY I, LLC, a Delaware
limited liability company
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
VENTAS BELLEVILLE, LLC, a Delaware
limited liability company
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
VENTAS SPRINGFIELD/FINDLAY, LLC, a
Delaware limited liability company
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
VENTAS FARMINGTON HILLS, LLC, a
Delaware limited liability company
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SCHEDULE B
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- --------------------- ----------------------------
Grand Court ▇▇▇▇▇▇, Ventas Realty, Limited BLC ▇▇▇▇▇▇-▇▇, LLC Master Lease Agreement by
Adrian, Michigan Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Albuquerque, Ventas Realty, Limited BLC Albuquerque-GC, Master Lease Agreement by
Albuquerque, New Mexico Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Belleville, Ventas Realty, Limited BLC Belleville-GC, Master Lease Agreement by
Belleville, Illinois Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- --------------------- ----------------------------
BLC Springfield-GC, LLC
Grand Court Bristol, Ventas Realty, Limited BLC Bristol-GC, LLC Master Lease Agreement by
Bristol, Virginia Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Dayton, Ventas Realty, Limited BLC Dayton-GC, LLC Master Lease Agreement by
Dayton, Ohio Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Farmington Ventas Farmington Hills, BLC Farmington Hills- Lease Agreement by Ventas
Hills LLC GC, LLC Farmington Hills, LLC and
Farmington Hills, BLC Farmington Hills-GC,
Michigan LLC
Grand Court Findlay Ventas Realty, Limited BLC Findlay-GC, LLC Master Lease Agreement by
Findlay, Ohio Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- --------------------- ----------------------------
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Fort ▇▇▇▇▇, Ventas Realty, Limited BLC Fort ▇▇▇▇▇-GC, Master Lease Agreement by
Fort ▇▇▇▇▇, Florida Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Kansas City Ventas Kansas City I, BLC Kansas City-GC, Lease Agreement by Ventas
I, LLC LLC LLC Kansas City I, LLC and BLC
Kansas City-GC, LLC
Grand Court Las Vegas, Ventas Realty Limited BLC Las Vegas-GC, Master Lease Agreement by
Las Vegas, Nevada Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Lubbock Ventas Realty, Limited BLC Lubbock-GC, L.P. Master Lease Agreement by
Lubbock, Texas Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- --------------------- ----------------------------
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Overland Park Ventas Realty, Limited BLC Overland Park-GC, Master Lease Agreement by
Overland Park, Kansas Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Springfield Ventas Realty, Limited BLC Springfield-GC, Master Lease Agreement by
Springfield, Ohio Partnership LLC Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
Grand Court Tavares, Ventas Realty, Limited BLC ▇▇▇▇▇▇▇-GC, LLC Master Lease Agreement by
Tavares, Florida Partnership Ventas Realty, Limited
Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- --------------------- ----------------------------
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC
The Seasons at Glenview Ventas Realty, Limited Brookdale Living Master Lease Agreement by
Place, Partnership Communities of Illinois- Ventas Realty, Limited
Glenview, Illinois GV, LLC Partnership and BLC ▇▇▇▇▇▇-
▇▇, LLC; BLC Albuquerque-
GC, LLC; BLC Bristol-GC,
LLC; BLC Dayton-GC, LLC;
BLC Fort ▇▇▇▇▇-GC, LLC;
BLC Las Vegas-GC, LLC;
BLC Lubbock-GC, L.P.;
BLC Overland Park-GC, LLC;
BLC ▇▇▇▇▇▇▇-GC, LLC,
Brookdale Living Communities
of Illinois-GV, LLC,
BLC Belleville-GC, LLC,
BLC Findlay-GC, LLC, and
BLC Springfield-GC, LLC