MODIFICATION AGREEMENT
EXHIBIT 10.1
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. Xxxxxxx Xxxxx, internal general counsel to the Credit Parties, with respect to the authorization, execution and delivery of this Modification Agreement and (ii) Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx 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 Xxxxx & Xxx Xxxxx 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 Xxxxx & Xxx Xxxxx, 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. Xxxxxxx Xxxxx | |||||
| Name: | T. Xxxxxxx Xxxxx | |||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||
| GUARANTORS: | VENTAS, INC. | |||||
| By: | /s/ T. Xxxxxxx Xxxxx | |||||
| Name: | T. Xxxxxxx Xxxxx | |||||
| Title | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||
| VENTAS CAPITAL CORPORATION | ||||||
| By: | /s/ T. Xxxxxxx Xxxxx | |||||
| Name: | T. Xxxxxxx Xxxxx | |||||
| 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. Xxxxxxx Xxxxx | |||||
| Name: | T. Xxxxxxx Xxxxx | |||||
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |
| VENTAS HEALTHCARE PROPERTIES, INC. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VENTAS MANAGEMENT, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VENTAS FRAMINGHAM, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VENTAS SUN LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
MODIFICATION AGREEMENT
| VENTAS CAL SUN LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VENTAS PROVIDENT, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| ELDERTRUST | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ELDER TRUST OPERATING LIMITED PARTNERSHIP | ||
| By: | ElderTrust, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ET CAPITAL CORP. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ET SUB-HERITAGE XXXXX, L.L.C. | ||
| By: | ElderTrust Operating Limited Partnership, its Sole Member | |
| By: | ElderTrust, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ET SUB-LOPATCONG, L.L.C. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
| ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P. | ||
| By: | ET Pennsburg Finance, L.L.C., its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
| ET PENNSBURG FINANCE, L.L.C. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
MODIFICATION AGREEMENT
| ET SUB-PLEASANT VIEW, L.L.C. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
| ET SUB-XXXXXXXXXXX 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ET SUB-SMOB, L.L.C. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
| XXXXXX XXX, L.L.C. | ||
| By: | ElderTrust Operating Limited | |
| Partnership, its Sole Member | ||
| By: | ElderTrust, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| ET SUB-XXXXX I LIMITED PARTNERSHIP, L.L.P. | ||
| By: | ET Xxxxx Finance, L.L.C., its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
MODIFICATION AGREEMENT
| ET XXXXX FINANCE, L.L.C. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Secretary | |
| ET XXXXX FINANCE, INC. | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Trustee and Secretary | |
| PSLT GP, LLC | ||
| By: | Ventas Provident, LLC, its Sole Member | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| VSCRE HOLDINGS, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| UNITED REHAB REALTY HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC MARTINSBURG REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC ONTARIO REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC XXXXXX REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC WASHINGTON TOWNSHIP REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| EC LEBANON REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| XX XXXXXXXX PLACE REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| XX XXXXXXXXX PARC REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| EC HALCYON REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC ALTOONA REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC ALTOONA REALTY GP, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC ALTOONA REALTY, LP | ||
| By: | BCC Altoona Realty GP, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| BCC READING REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC READING REALTY GP, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC READING REALTY, LP | ||
| By: | BCC Reading Realty GP, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC BERWICK REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC BERWICK REALTY GP, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC LEWISTOWN REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC LEWISTOWN REALTY GP, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC LEWISTOWN REALTY, LP | ||
| By: | BCC Lewistown Realty GP, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC STATE COLLEGE REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| BCC STATE COLLEGE REALTY GP, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| 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. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SOUTH BEAVER REALTY HOLDINGS, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC SOUTH BEAVER REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SHIPPENSBURG REALTY HOLDINGS, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BCC SHIPPENSBURG REALTY, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| IPC (AP) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| AL (AP) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| XXXXXXX PARK NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| XXXXXXX PARK NOMINEE, LP | ||
| By: | Xxxxxxx Park Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| IPC (HCN) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| AL (HCN) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| BLOOMSBURG NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BLOOMSBURG NOMINEE, LP | ||
| By: | Bloomsburg Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SAGAMORE HILLS NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SAGAMORE HILLS NOMINEE, LP | ||
| By: | Sagamore Hills Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LEBANON NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| LEBANON NOMINEE, LP | ||
| By: | Lebanon Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SAXONBURG NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SAXONBURG NOMINEE, LP | ||
| By: | Saxonburg Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LOYALSOCK NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LOYALSOCK NOMINEE, LP | ||
| By: | Loyalsock Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| IPC (MT) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| AL (MT) HOLDING, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LEWISBURG NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LEWISBURG NOMINEE, LP | ||
| By: | Lewisburg Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| HENDERSONVILLE NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| HENDERSONVILLE NOMINEE, LP | ||
| By: | Hendersonville Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LIMA NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| LIMA NOMINEE, LP | ||
| By: | Lima Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| KINGSPORT NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| KINGSPORT NOMINEE, LP | ||
| By: | Kingsport Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| XENIA NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| XENIA NOMINEE, LP | ||
| By: | Xenia Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| KNOXVILLE NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| KNOXVILLE NOMINEE, LP | ||
| By: | Knoxville Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| CHIPPEWA NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| CHIPPEWA NOMINEE, LP | ||
| By: | Chippewa Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| DILLSBURG NOMINEE, LLC | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| DILLSBURG NOMINEE, LP | ||
| By: | Dillsburg Nominee, LLC, its General Partner | |
| By: | /s/ T. Xxxxxxx Xxxxx | |
| Name: | T. Xxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel and Secretary | |
MODIFICATION AGREEMENT
| ADMINISTRATIVE AGENT: |
BANK OF AMERICA, N.A., as Administrative Agent | |||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
MODIFICATION AGREEMENT
| LENDERS: | BANK OF AMERICA, N.A., individually as a Lender, the Swingline Lender and the Issuing Bank | |||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx | |||||
| Title: | Vice President | |||||
MODIFICATION AGREEMENT
| CALYON NEW YORK BRANCH | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Managing Director | |
| By: | /s/ Priya Vrat | |
| Name: | Priya Vrat | |
| Title: | Director | |
MODIFICATION AGREEMENT
| CITICORP NORTH AMERICA, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
MODIFICATION AGREEMENT
| XXXXXXX XXXXX CAPITAL CORPORATION | ||
| By: | /s/ Xxxxxxx X. X’Xxxxx | |
| Name: | Xxxxxxx X. X’Xxxxx | |
| Title: | Vice President | |
MODIFICATION AGREEMENT
| UBS LOAN FINANCE LLC | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Associate Director | |
| Banking Products Services, US | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Associate Director | |
| Banking Products Services, US | ||
MODIFICATION AGREEMENT
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: | Xxxxxxxxx X. Xxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxx X. Xxx | |
| Name: | Xxxx X. Xxx | |
| Title: | Vice President | |
MODIFICATION AGREEMENT
| BANK OF MONTREAL | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
MODIFICATION AGREEMENT
| KEYBANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxx X. XxxXxxxxx | |
| Name: | Xxx X. XxxXxxxxx | |
| Title: | Closing Officer | |
MODIFICATION AGREEMENT
| LASALLE BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Vice President | |
MODIFICATION AGREEMENT
| XXXXXX XXXXXXX BANK | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| Xxxxxx Xxxxxxx Bank | ||
MODIFICATION AGREEMENT
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxxx | |
| 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 after giving effect to Modification |
||||||||||
| Bank of America, N.A. |
$ | 47,000,000.00 | 9.400000000 | % | $ | 8,000,000.00 | $ | 55,000,000.00 | 9.166666667 | % | |||||
| Calyon New York Branch |
$ | 47,000,000.00 | 9.400000000 | % | $ | 8,000,000.00 | $ | 55,000,000.00 | 9.166666667 | % | |||||
| Citicorp North America, Inc. |
$ | 37,000,000.00 | 7.400000000 | % | $ | 12,500,000.00 | $ | 49,500,000.00 | 8.250000000 | % | |||||
| Xxxxxxx Xxxxx 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 | 7.333333333 | % | |||||
| Deutsche Bank Trust Company Americas |
$ | 35,000,000.00 | 7.000000000 | % | $ | 9,000,000.00 | $ | 44,000,000.00 | 7.000000000 | % | |||||
| Bank of Montreal |
$ | 35,000,000.00 | 7.000000000 | % | $ | 9,000,000.00 | $ | 44,000,000.00 | 7.333333333 | % | |||||
| KeyBank National Association |
$ | 35,000,000.00 | 7.000000000 | % | $ | 9,000,000.00 | $ | 44,000,000.00 | 7.333333333 | % | |||||
| LaSalle Bank National Association |
$ | 35,000,000.00 | 7.000000000 | % | $ | 9,000,000.00 | $ | 44,000,000.00 | 7.333333333 | % | |||||
| Xxxxxx Xxxxxxx Bank |
$ | 35,000,000.00 | 7.000000000 | % | $ | 9,000,000.00 | $ | 44,000,000.00 | 7.333333333 | % | |||||
| 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 | 4.166666667 | % | |||||
| Emigrant Bank |
$ | 25,000,000.00 | 5.000000000 | % | $ | 0 | $ | 25,000,000.00 | 4.166666667 | % | |||||
| 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 | 1.166666667 | % | |||||
| 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 | 1.666666667 | % | |||||
| Total: |
$ | 500,000,000.00 | 100.0000000000 | % | $ | 100,000,000.00 | $ | 600,000,000.00 | 100.000000000 | % | |||||
