SECOND AMENDMENT TO AGREEMENT REGARDING LEASES (“Brookdale Provident Properties”)
Exhibit 10.2.4.5
SECOND AMENDMENT TO AGREEMENT REGARDING LEASES
(“Brookdale Provident Properties”)
THIS SECOND AMENDMENT TO AGREEMENT REGARDING LEASES (this “Amendment”) is made and entered into this 2nd day of March, 2009, by and between PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“PSLT-BLC Holdings”), and BROOKDALE PROVIDENT PROPERTIES, LLC, a Delaware limited liability company (“BLC Holdings”), and is joined herein for certain limited purposes by VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Westbury Lessor”), BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company (“Westbury Lessee”), BROOKDALE PROVIDENT MANAGEMENT, LLC, a Delaware limited liability company (“Manager”), VENTAS PROVIDENT, LLC, a Delaware limited liability company (“Ventas Provident”), successor-in-interest to Provident Senior Living Trust, a Maryland real estate investment trust, BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (“Guarantor”), the Provident Lessors (as defined below), and the Brookdale Lessees (as defined below).
R E C I T A L S:
WHEREAS, PSLT-BLC Holdings, BLC Holdings and, for certain limited purposes, Manager, the Provident Lessors, the Brookdale Lessees and Ventas Provident (through Ventas Provident’s predecessor-in-interest), are parties to that certain Agreement Regarding Leases dated as of October 19, 2004, which has been modified by that certain letter agreement, dated as of October 19, 2004, that certain letter agreement, dated as of March 28, 2005 (the “Second Letter Agreement”), and that certain First Amendment to Agreement Regarding Leases, dated as of February 11, 2009 (as amended, the “Agreement”);
WHEREAS, Westbury Lessor, as landlord, and Westbury Lessee, as tenant, have entered into that certain Property Lease Agreement, dated of even date herewith (the “Westbury Lease”), pursuant to which Westbury Lessor leases to Westbury Lessee, and Westbury Lessee leases from Westbury Lessor, that certain 82-bed skilled nursing facility commonly known as the Westbury Care Center (such facility, including the land on which it is located and any and all improvements thereon, the “Westbury Facility”), which Westbury Facility is located at 0000 Xxxxx Xxxx in Lisle, Illinois; and
WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings respectively given to such terms in the Agreement; and
WHEREAS, the parties wish to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals. The recitals set forth above are hereby incorporated into the body of this Amendment as if fully restated herein.
2. Definitions. The following defined terms in the Agreement are hereby modified as follows:
2.1. “Provident Lessors” shall be modified to include Westbury Lessor, in addition to those entities already included in the definition of such term. Accordingly, Westbury Lessor shall be a “Provident Lessor” under the Agreement. A revised list of those entities that are “Provident Lessors” is attached hereto as Exhibit A.
2.2. “Brookdale Lessees” shall be modified to include Westbury Lessee, in addition to those entities already included in the definition of such term. Accordingly, Westbury Lessee shall be a “Brookdale Lessee” under the Agreement. A revised list of those entities that are “Brookdale Lessees” is attached hereto as Exhibit B.
2.3. “Property Leases” shall be modified to include the Westbury Lease, in addition to those leases already included in the definition of such term. Accordingly, the Westbury Lease shall be a “Property Lease” under the Agreement.
2.4. “Facilities” shall be modified to include the Westbury Facility, in addition to those facilities already included in the definition of such term. Accordingly, the Westbury Facility shall be a “Facility” under the Agreement. A revised list of the Facilities is attached hereto as Exhibit C.
3. Rights and Obligations of Westbury Lessor. The parties hereto acknowledge and agree that (a) unlike the other Provident Lessors, PSLT-BLC Holdings does not own a beneficial interest in Westbury Lessor; (b) notwithstanding PSLT-BLC Holdings’ lack of a beneficial interest in Westbury Lessor, Westbury Lessor shall still be deemed to be a “Provident Lessor” for all purposes under the Agreement, in accordance with Paragraph 2.1 above; (c) notwithstanding Westbury Lessor being deemed a “Provident Lessor” under the Agreement, any and all of PSLT-BLC Holdings’ rights (including, without limitation, consent rights) and obligations under the Agreement shall also jointly apply and be extended to Westbury Lessor, which shall exercise such rights and fulfill such obligations with respect to the Westbury Facility, the Westbury Lease, and the Westbury Lessee, in addition to or in lieu of PSLT-BLC Holdings’ exercise or fulfillment thereof; provided, however, the obligations of PSLT-BLC Holdings under the Agreement that shall hereafter apply to Westbury Lessor shall apply with respect to the Westbury Lease, the Westbury Lessee and the Westbury Facility, only, and Westbury Lessor shall have no obligations whatsoever under the Agreement with respect to any other Property Leases or Facilities; and (d) PSLT-BLC Holdings and Westbury Lessor shall each, jointly or independently, be entitled to exercise any of the rights granted to PSLT-BLC Holdings under the Agreement, except in the event the exercise of any such rights would affect or otherwise involve the Westbury Lease, the Westbury Lessee or Westbury Facility, in which case Westbury Lessor must be involved (either independently or together with PSLT-BLC Holdings) in the exercise of any such rights, otherwise any such exercise shall be deemed ineffective. In addition, the parties hereto acknowledge and agree that any notice and cure periods that apply to PSLT-BLC Holdings under the Westbury Lease shall also apply to Westbury Lessor. Subject to the last sentence of this Paragraph 3, if at any time after the date hereof, PSLT-BLC Holdings and Westbury Lessor are no longer Affiliates, then PSLT-BLC Holdings and Westbury Lessor shall, in all instances in which they owe obligations to BLC Holdings hereunder, act jointly in fulfilling such obligations, and neither shall take any position, or refuse to consent, where such position or refusal shall have the effect of depriving BLC Holdings of its rights hereunder solely because PSLT-BLC Holdings and Westbury Lessor are separate entities and PSLT-BLC Holdings does not hold the ownership interests in Westbury Lessor, it being the intent of the parties that BLC Holdings shall not be adversely affected as a result thereof in any manner. Notwithstanding the foregoing, in the event PSLT-BLC Holdings and/or Westbury Lessor have/has any reason, in their/its sole, but reasonable, discretion, for taking a position or refusing to consent with respect to any matters involving the rights of BLC Holdings under the Agreement, PSLT-BLC Holdings and/or Westbury Lessor shall not be prevented from doing so, regardless of the effect, adverse or otherwise, it may have on BLC Holdings under the Agreement.
4. Facility Management Agreement. The parties hereto acknowledge and agree that (a) the Westbury Facility is not subject to a Facility Management Agreement; and (b) until such time, if ever, as the Westbury Facility is subject to a Facility Management Agreement, (1) there shall be no Facility Management Agreement to terminate for the Westbury Facility in the event of a Management Termination Event, (2) there shall be no payments due and owing to Manager in connection with the Westbury Facility, and (3) BLC Holdings shall have no right to cause Westbury Lessee to terminate the Westbury Lease pursuant to Paragraph 28(c) of the Agreement. The lack of a Facility Management Agreement for the Westbury Facility shall otherwise have no implications with respect to the Agreement. In accordance with the terms of this Paragraph and Paragraph 3 above, notwithstanding that there is no Facility Management Agreement for the Westbury Facility, Westbury Lessor shall be entitled to exercise, either jointly with PSLT-BLC Holdings or independently, all rights and remedies granted to PSLT-BLC Holdings under the Agreement, including, without limitation, those remedies granted to PSLT-BLC Holdings in the event of a Management Termination Event under Paragraph 28(b) of the Agreement.
5. Mandatory Capital Additions. The parties hereto acknowledge and agree that the terms of Paragraph 5 of the Agreement addressing Mandatory Capital Additions and Mandatory Capital Addition Allowances shall not apply to the Westbury Lease or the Westbury Facility and any Capital Additions (and Non-Capital Additions, as defined in the Westbury Lease) made to the Westbury Facility shall be governed by Paragraph 11 of the Westbury Lease (and any other applicable provisions of the Westbury Lease), only.
6. Brookdale Requested Refinancings. The parties hereto acknowledge and agree that Westbury Lessee does not have the right, under the Westbury Lease, the Agreement, or otherwise, to request a Brookdale Requested Refinancing with respect to the Westbury Facility. Accordingly, Paragraph 12(c) shall not apply to the Westbury Facility, and the references to the terms “Brookdale Requested Refinancing,” “Brookdale Requested Refinancing Basis,” and “Brookdale Requested Second Financing Basis” in Paragraphs 12(d) and (e) of the Agreement shall not be relevant to the Westbury Lease or the Westbury Facility.
7. Right of First Refusal. The parties hereto acknowledge and agree that the terms of the Right of First Refusal granted to BLC Holdings under Schedule A of the Second Letter Agreement shall apply to the Westbury Facility. Accordingly, in the event Westbury Lessor shall receive an Offer (as defined in Schedule A of the Second Letter Agreement) to purchase the Westbury Facility, the Westbury Facility shall be deemed a “Purchase Notice Facility” (as defined in Schedule A of the Second Letter Agreement), and Westbury Lessor and BLC Holdings shall thereafter observe all of the terms and conditions required to be followed by PSLT-BLC Holdings and BLC Holdings, respectively, under Schedule A of the Second Letter Agreement.
8. Limitation of Westbury Lessor’s Liability. Without limitation of the terms of Paragraph 11 of the Agreement, if BLC Holdings is awarded a money judgment against Westbury Lessor, then BLC Holdings’ sole recourse for satisfaction of such judgment shall be limited to execution against Westbury Lessor’s ownership interest in the Westbury Facility.
9. Notices. The addresses for Notices provided in Paragraph 15 of the Agreement are hereby deleted in their entirety and replaced with the following:
| If to BLC Holdings: | Brookdale Provident Properties, LLC | |
| c/o Brookdale Senior Living, Inc. | ||
| 000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: T. Xxxxxx Xxxxx, Esq. | ||
| Facsimile: (000) 000-0000 | ||
| with a copy to: | Brookdale Senior Living, Inc. | |
| 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxx X. Xxxxxxxx, Esq. | ||
| Facsimile: (000) 000-0000 | ||
| and to: | Xxxxxx & Xxxxxx LLP | |
| 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx | ||
| 000 Xxxxxxxxx Xxxxxx, X.X. | ||
| Xxxxxxx, Xxxxxxx 00000-0000 | ||
| Attention: Xxxxxx X. Xxxx | ||
| Facsimile: (000) 000-0000 | ||
| If to PSLT-BLC Holdings and/or Westbury Lessor: |
||
| PSLT-BLC Properties Holdings, LLC | ||
| c/o Ventas, Inc. | ||
| 00000 Xxxxxx Xxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxxxxxx, Xxxxxxxx 00000 | ||
| Attention: Lease Administration | ||
| Facsimile: (000) 000-0000 | ||
| with a copy to: | Ventas, Inc. | |
| 00000 Xxxxxx Xxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxxxxxx, Xxxxxxxx 00000 | ||
| Attention: General Counsel | ||
| Facsimile: (000) 000-0000 | ||
| and to: | Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP | |
| 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxxx, Xxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
10. Paragraph Numbering in the Westbury Lease. PSLT-BLC Holdings and BLC Holdings acknowledge that the manner in which the subparagraphs are numbered in the Westbury Lease slightly differs from the manner in which the corresponding subparagraphs are numbered in the other Property Leases. In the Westbury Lease, each subparagraph is designated “.1,” “.2,” and so on, as opposed to the other Property Leases, in which each corresponding subparagraph is designated “(a),” (b),” and so on. PSLT-BLC Holdings and BLC Holdings agree that all references in the Agreement to subparagraphs in the Property Leases shall be deemed to refer to the corresponding subparagraph in the Westbury Lease. By way of example, the reference to “Paragraph 25(d) of the Property Leases” in Paragraph 10 of the Agreement shall be deemed to refer, with respect to the Westbury Lease, only, to “Paragraph 25.4” (i.e., the corresponding subparagraph of the Westbury Lease), instead of “Paragraph 25(d).” As a further example, the reference to “Paragraph 18(a)(xiv) of each of the Property Leases” in Paragraph 12(a) of the Agreement shall be deemed to refer, with respect to the Westbury Lease, only, to “Paragraph 18.1(xiv)” (i.e., the corresponding subparagraph of the Westbury Lease), instead of “Paragraph 18(a)(xiv).”
11. Full Force and Effect. Except as otherwise expressly provided herein, the Agreement shall be and remain in full force and effect in accordance with its terms.
12. Counterparts. This Amendment may be executed in one or more multiple counterparts, all of which, when taken together shall constitute one and the same instrument.
13. Facsimile; Email. Executed versions of this Amendment may be delivered by the parties via facsimile or email, either or both of which shall constitute delivery of an original.
14. Severability. The provisions hereof shall be deemed independent and severable, and the invalidity or enforceability of any one provision shall not affect the validity or enforceability of any other provision hereof.
15. Conflicts. If any of the terms, covenants or conditions of this Amendment conflict with the terms, covenants or conditions of the Agreement, the terms, covenants and conditions of this Amendment shall control. From and after the date of this Amendment, references to the “Agreement” shall mean the Agreement as amended by this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written.
| PSLT-BLC HOLDINGS: | ||||||||||
| PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company | ||||||||||
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |||||||||
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |||||||||
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |||||||||
| By: | /S/ T. Xxxxxxx Xxxxx | |||||||||
| Name: | T. Xxxxxxx Xxxxx | |||||||||
| Its: | Executive Vice President/ Corporate Secretary | |||||||||
| BLC HOLDINGS: | ||||||||||
| BROOKDALE PROVIDENT PROPERTIES, LLC, a Delaware limited liability company | ||||||||||
| By: | /S/ Xxxx Xxxxxxxx | |||||||||
| Name: | Xxxx Xxxxxxxx | |||||||||
| Its: | Assistant Secretary | |||||||||
JOINDER BY WESTBURY LESSOR
Westbury Lessor joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment, and (b) the right of BLC Holdings to exercise the Renewal Terms and agreeing that any exercise of the applicable Renewal Term(s) by BLC Holdings in accordance with the terms of Paragraph 3(b) of the Agreement shall constitute an exercise by Westbury Lessee of such Renewal Term(s) in accordance with the terms of Paragraph 4.2 of the Westbury Lease.
| WESTBURY LESSOR: | ||
| VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership | ||
| By: | Ventas, Inc., a Delaware corporation, its general partner | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ Corporate Secretary | |
JOINDER BY WESTBURY LESSEE
Westbury Lessee joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment, (b) that if an Event of Default (as defined in the Westbury Lease) has occurred and is continuing, Westbury Lessor and PSLT-BLC Holdings shall have the right to exercise their remedies set forth in the Agreement, and (c) the provisions of Paragraph 3(b) of the Agreement with respect to the right of BLC Holdings to exercise the Renewal Terms and agreeing that any exercise of the applicable Renewal Term(s) by BLC Holdings in accordance with the terms of Paragraph 3(b) of the Agreement shall be binding upon the Westbury Lease and shall constitute an exercise of such Renewal Term(s) in accordance with the terms of Paragraph 4.2 of the Westbury Lease.
| WESTBURY LESSEE: | ||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
JOINDER BY MANAGER
Manager joins into this Amendment for the limited purposes of acknowledging the foregoing terms of this Amendment.
| MANAGER: | ||
| BROOKDALE PROVIDENT MANAGEMENT, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
JOINDER BY VENTAS PROVIDENT
Ventas Provident joins into this Amendment for the limited purposes of acknowledging the foregoing terms of this Amendment and, in particular, for acknowledging the impact that the expansion of the defined terms in Paragraph 2 of this Amendment will have on Paragraph (c) of Schedule A to the Second Letter Agreement.
| VENTAS PROVIDENT: | ||
| VENTAS PROVIDENT, LLC, a Delaware limited liability company | ||
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ Corporate Secretary | |
JOINDER BY GUARANTOR
Guarantor joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment including, without limitation, the impact that the expansion of the defined terms in Paragraph 2 of this Amendment will have on the Guaranteed Obligations (as defined in the Guaranty), and (b) that the Guaranteed Obligations shall remain unmodified (except to the extent such Guaranteed Obligations are modified by the foregoing terms of this Amendment) and continue until such time as the Guaranty terminates.
| GUARANTOR: | ||
| BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
JOINDER BY PROVIDENT LESSORS
In addition to Westbury Lessor, which has already executed this Amendment above, each of the Provident Lessors joins into this Amendment for the limited purpose of acknowledging the foregoing terms of this Amendment.
| PROVIDENT LESSORS: | ||||||||||
| PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company | ||||||||||
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |||||||||
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |||||||||
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |||||||||
| By: | /S/ T. Xxxxxxx Xxxxx | |||||||||
| Name: | T. Xxxxxxx Xxxxx | |||||||||
| Its: | Executive Vice President/ Corporate Secretary | |||||||||
| BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC, a Delaware limited liability company | ||||||||||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |||||||||
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |||||||||
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |||||||||
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |||||||||
| By: | /S/ T. Xxxxxxx Xxxxx | |||||||||
| Name: | T. Xxxxxxx Xxxxx | |||||||||
| Its: | Executive Vice President/ Corporate Secretary | |||||||||
| BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ Corporate Secretary | |
| BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ Corporate Secretary | |
| BLC OF CALIFORNIA-SAN MARCOS, L.P., a Delaware limited liability company | ||
| By: | Brookdale Living Communities of California-San Marcos, LLC, a Delaware limited liability company, its general partner | |
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company | ||
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Manager | |
| BROOKDALE LIVING COMMUNITIES OF FLORIDA-CL, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, LLC, a Delaware limited liability company | ||
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Manager | |
| RIVER OAKS PARTNERS, an Illinois general partnership | ||
| By: | Brookdale Holdings, LLC, a Delaware limited liability company, its general partner | |
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-XXXXXXX ESTATES, LLC, a Delaware limited liability company | ||
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Manager | |
| THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois general partnership | ||
| By: | Brookdale Holdings, LLC, a Delaware limited liability company, its general partner | |
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF NEW JERSEY, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
| BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware limited liability company | ||
| By: | PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member | |
| By: | PSLT OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PSLT GP, LLC, a Delaware limited liability company, its sole general partner | |
| By: | Ventas Provident, LLC, a Delaware limited liability company, its sole member | |
| By: | /S/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Its: | Executive Vice President/ | |
| Corporate Secretary | ||
JOINDER BY BROOKDALE LESSEES
In addition to Westbury Lessee, which has already executed this Amendment above, each of the Brookdale Lessees joins into this Amendment for the limited purpose of acknowledging the foregoing terms of this Amendment.
| BROOKDALE LESSEES: | ||
| BLC-SPRINGS AT EAST MESA, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership | ||
| By: | BLC-Woodside Terrace, LLC, a Delaware limited liability company | |
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-ATRIUM OF SAN JOSE, L.P., a Delaware limited partnership | ||
| By: | BLC-Atrium of San Xxxx, LLC, a Delaware limited liability company | |
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership | ||
| By: | BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company | |
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-XXXXXXXXX, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC., a Delaware corporation | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-THE HALLMARK, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-KENWOOD OF LAKE VIEW, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-THE HERITAGE OF DES PLAINES, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-DEVONSHIRE OF XXXXXXX ESTATES, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-DEVONSHIRE OF LISLE, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-THE WILLOWS, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-HAWTHORNE LAKES, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-THE BERKSHIRE OF CASTLETON, L.P., a Delaware limited partnership | ||
| By: | BLC-The Berkshire of Castleton, LLC, a Delaware limited liability company, its general partner | |
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | ||
| BLC-EDINA PARK PLAZA, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-BRENDENWOOD, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-XXXXX DE XXXX, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-THE GABLES AT BRIGHTON, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
| BLC-PARK PLACE, LLC, a Delaware limited liability company | ||
| By: | /S/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Its: | Assistant Secretary | |
Exhibit A
Provident Lessors
Brookdale Living Communities of Arizona-EM, LLC
Brookdale Living Communities of California-RC, LLC
Brookdale Living Communities of California, LLC
BLC of California-San Marcos, L.P.
Brookdale Living Communities of Connecticut, LLC
PSLT-BLC Properties Holdings, LLC, successor to Brookdale Living Communities of Connecticut-WH, LLC
Brookdale Living Communities of Florida, LLC
Brookdale Living Communities of Illinois-2960, LLC
Brookdale Living Communities of Illinois-HV, LLC
River Oaks Partners
Brookdale Living Communities of Illinois-Xxxxxxx Estates, LLC
The Ponds of Pembroke Limited Partnership
PSLT-BLC Properties Holdings, LLC, successor to Brookdale Living Communities of Illinois-HLAL, LLC
Brookdale Living Communities of Illinois-II, LLC
PSLT-BLC Properties Holdings, LLC, successor to BLC of Indiana-OL, L.P.
Brookdale Living Communities of Massachusetts-RB, LLC
Brookdale Living Communities of Minnesota, LLC
Brookdale Living Communities of New Jersey, LLC
PSLT-BLC Properties Holdings, LLC, successor to Brookdale Living Communities of New Mexico-SF, LLC
Brookdale Living Communities of New York-GB, LLC
Brookdale Living Communities of Washington-PP, LLC
Ventas Realty, Limited Partnership
Exhibit B
Brookdale Lessees
BLC-Springs at East Mesa, LLC BLC-Woodside Terrace, L.P.
BLC-Atrium of San Xxxx, L.P.
BLC-Brookdale of San Marcos, L.P.
BLC-Gables at Farmington, LLC
BLC-Xxxxxxxxx, LLC
Brookdale Living Communities of Florida, Inc.
BLC-The Hallmark, LLC
BLC-Kenwood of Lake View, LLC
BLC-The Heritage of Des Plaines, LLC
BLC-Devonshire of Xxxxxxx Estates, LLC
BLC-Devonshire of Lisle, LLC
BLC-The Willows, LLC
BLC-Hawthorne Lakes, LLC
BLC-The Berkshires of Castleton, L.P.
BLC-River Bay Club, LLC
BLC-Edina Park Plaza, LLC
BLC-Brendenwood, LLC
BLC-Xxxxx de Xxxx, LLC
BLC-The Gables at Brighton, LLC
BLC-Park Place, LLC
Brookdale Living Communities of Illinois-DNC, LLC
Exhibit C
Facilities
| PROPERTY NAME |
STATE |
CITY |
COUNTY | |||
| 1. The Springs of East Mesa | Arizona | Mesa | Maricopa | |||
| 2. Woodside Terrace | California | Redwood City | San Mateo | |||
| 3. The Atrium | California | San Xxxx | Santa Xxxxx | |||
| 4. Brookdale Place at San Marcos | California | San Marcos | San Diego | |||
| 5. The Gables at Farmington | Connecticut | Farmington | Hartford | |||
| 6. Xxxxxxxxx | Connecticut | West Hartford | Hartford | |||
| 7. The Classic at Xxxx Xxxx Xxxxx | Xxxxxxx | Xxxx Xxxx Xxxxx | Xxxx Xxxxx | |||
| 8. The Hallmark | Illinois | Chicago | Xxxx | |||
| 9. The Kenwood of Lake View | Illinois | Chicago | Xxxx | |||
| 10. The Heritage of Des Plaines | Illinois | Des Plaines | Xxxx | |||
| 11. The Devonshire of Hoffman Estates | Illinois | Xxxxxxx Estates | Xxxx | |||
| 12. The Devonshire of Lisle | Illinois | Lisle | DuPage | |||
| 13. Westbury Care Center | Illinois | Lisle | DuPage | |||
| 14. The Willows | Illinois | Xxxxxx Hills | Lake | |||
| 15. Hawthorn Lakes | Illinois | Xxxxxx Hills | Lake | |||
| 16. The Berkshire of Castleton | Indiana | Indianapolis | Xxxxxx | |||
| 17. River Bay Club | Massachusetts | Quincy | Norfolk | |||
| 18. Edina Park Plaza | Minnesota | Edina | Hennepin | |||
| 19. Brendenwood | New Jersey | Voorhees | Camden | |||
| 20. Xxxxx xx Xxxx | Xxx Xxxxxx | Xxxxx Xx | Xxxxx Xx | |||
| 00. The Gables at Brighton | New York | Rochester | Monroe | |||
| 22. Park Place | Washington | Spokane | Spokane | |||
