EXECUTION VERSION PURCHASE AND SALE AGREEMENT BY AND BETWEEN SHP PACIFIC INN, LLC; SHP NOHL RANCH, LLC; SHP GABLES, LLC; SHP OAK TREE VILLA, LLC; SHP LEXINGTON, LLC; SHP INN AT THE PARK, LLC; SHP PAULIN CREEK, LLC; SHP MIRAGE INN, LLC; AND SHP OCEAN...Purchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • California
LOAN NO. 70004188 LOAN AGREEMENT FOR A LOAN IN THE AMOUNT OFLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 2.2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 10.21 LOAN NO. C-332847 SOUTHFIELD GUARANTEE OF RECOURSE OBLIGATIONS (Single Guarantor) In consideration of the benefits which the undersigned (herein called "Guarantor") will receive as a result of The Northwestern Mutual Life Insurance...Guarantee Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BROOKDALE SENIOR HOUSING, LLC TABLE OF CONTENTSLimited Liability Company Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Delaware
GUARANTYGuaranty • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 10.32.1 LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of October 19, 2004 (this "AGREEMENT"), is entered into by and between BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (the "BORROWER", formerly known as BLC Senior Holdings,...Loan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
Exhibit 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is entered into as of October 21, 2004 by and between ALS PROPERTIES TENANT I, LLC, a Delaware limited liability company ("Sublandlord"), and ALTERRA HEALTHCARE CORPORATION, a...Sublease Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
CONFORMED COPY STOCK PURCHASE AGREEMENT dated as of June 18, 2004Stock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 10.52.2 FIRST AMENDMENT TO GUARANTY AGREEMENT (LANDLORD GUARANTY) THIS FIRST AMENDMENT TO GUARANTY AGREEMENT (this "First Amendment") is entered into as of December 4, 2003 by and between SNH ALT LEASED PROPERTIES TRUST, a Maryland real estate...Guaranty Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETH:Master Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Wisconsin
RECITALS:Management Services Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Texas
RECITALSMaster Lease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
AS LANDLORD, ANDLease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
RECITALSPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 10.48 AMENDED AND RESTATED LEASELease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • California
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 2.2.5 SUPPLEMENTAL AGREEMENT WITH RESPECT TO ASSET PURCHASE AGREEMENT This Supplemental Agreement With Respect To Asset Purchase Agreement is made this 30th day of September, 2004 by and among FORTRESS NBA ACQUISITION, LLC, a Delaware limited...Supplemental Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
GUARANTEEGuarantee • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 2.5 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
EXHIBIT 2.8 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Ohio
THE NATIONAL BENEVOLENT ASSOCIATION OF THE CHRISTIAN CHURCH (DISCIPLES OF CHRIST) 11780 BORMAN DRIVE ST. LOUIS, MISSOURI 63146Asset Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 10.23 Pennsylvania Loan No. C-332847 RECORDING REQUESTED BY WHEN RECORDED MAIL TO The Northwestern Mutual Life Ins. Co. 720 East Wisconsin Avenue - Rm N16WC Milwaukee, WI 53202 Attn: Sheila Lawton SPACE ABOVE THIS LINE FOR RECORDER'S USE...Mortgage and Security Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
ARTICLE II REPRESENTATIONS AND WARRANTIESMembership Interest Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Delaware
FIRST AMENDMENT TO MASTER LEASE AND CONSENT TO TRANSFERMaster Lease • August 10th, 2005 • Brookdale Senior Living Inc. • California
WITNESSETH:Lease Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
Exhibit 10.27 TEXAS LOAN NO. C-332848 RECORDING REQUESTED BY WHEN RECORDED MAIL TO The Northwestern Mutual Life Ins. Co. 720 East Wisconsin Avenue - Rm N16WC Milwaukee, WI 53202 Attn: Sheila Lawton SPACE ABOVE THIS LINE FOR RECORDER'S USE GAINES RANCH...Deed of Trust and Security Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 2.9 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Ohio
April 6, 2005 Fortress NBA Acquisition, LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 Re: Asset Purchase Agreement dated as of September 3, 2004 (the "APA"), as supplemented by that certain...Asset Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 10.32.4 THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this "Amendment"), dated as of May 26, 2005 (the "Effective Date"), is entered into by and between BROOKDALE LIVING...Loan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
WITNESSETHStock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
BY AND AMONG FORTRESS BROOKDALE ACQUISITION LLC, "Seller" BLC SENIOR HOLDINGS, INC., "Indemnitor" AND PROVIDENT SENIOR LIVING TRUST "Acquiror"Tax Matters Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 2.4 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT dated as of October 19, 2004Stock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 10.7.1 GUARANTY OF LEASE This Guaranty of Lease (this "Guaranty"), dated as of January 28, 2004, is made by Brookdale Living Communities, Inc., a Delaware corporation (together with any entity succeeding thereto by consolidation, merger or...Guaranty of Lease • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
