LIMITED LIABILITY COMPANY AGREEMENT OF MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C., dated and effective as of November 3, 2008, is entered into by AVIV FINANCING III, L.L.C., as the sole member (the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF BELLEVILLE ILLINOIS, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BELLEVILLE ILLINOIS, L.L.C., dated and effective as of November 22, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
AMENDED AND RESTATED OPERATING AGREEMENT OF WATAUGA ASSOCIATES, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WATAUGA ASSOCIATES, L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of June 14, 2005, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
LIMITED LIABILITY COMPANY AGREEMENT OF MISSOURI REGENCY ASSOCIATES, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of MISSOURI REGENCY ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
AMENDED AND RESTATED OPERATING AGREEMENT OF IDAHO ASSOCIATES, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of IDAHO ASSOCIATES, L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of June 30, 2005, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
OPERATING AGREEMENT OF ALAMOGORDO AVIV, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New Mexico
This Operating Agreement (this “Agreement”) of ALAMOGORDO AVIV, L.L.C., a New Mexico limited liability company (the “Company”), dated and effective as of June 30, 2005, is made and entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RIVERSIDE NURSING HOME ASSOCIATES, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of RIVERSIDE NURSING HOME ASSOCIATES, L.L.C. (the “Company”), dated and effective as of December 1, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
REGISTRATION RIGHTS AGREEMENT by and among Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation Aviv REIT, Inc. and the other Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the...Registration Rights Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 4, 2011, by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership, and Aviv Healthcare Capital Corporation, a Delaware corporation (collectively, the “Issuers”), Aviv REIT, Inc. (“Aviv REIT”), a Maryland corporation, and the other guarantors party hereto (collectively, with Aviv REIT, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase pursuant to the Purchase Agreement the Issuers’ 7 3/4% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
AMENDED AND RESTATED OPERATING AGREEMENT OFOperating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New Mexico
This Amended and Restated Operating Agreement (this “Agreement”) of N.M. BLOOMFIELD THREE PLUS ONE, a New Mexico limited liability company (the “Company”), dated and effective as of June 30, 2005, is made and entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP CLASS D UNIT AWARD AGREEMENTClass D Unit Award Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), hereby grants to [ ] (the “Holder”) as of [l], (the “Grant Date”) a restricted unit award (the “Award”) of [l] Class D Units (“Class D Units”), as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 17, 2010, among the Partners of the Partnership as such agreement may be amended from time to time (the “Partnership Agreement”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Partnership Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF CLARKSTON CARE, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of CLARKSTON CARE, L.L.C. (the “Company”), dated and effective as of June 14, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF OREGON ASSOCIATES, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of OREGON ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
AMENDED AND RESTATED OPERATING AGREEMENT OF HERITAGE MONTEREY ASSOCIATES, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HERITAGE MONTEREY ASSOCIATES, L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of December 1, 2006, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
LIMITED LIABILITY COMPANY AGREEMENT OF ARMA YATES, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of ARMA YATES, L.L.C., dated and effective as of November 12, 2010, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).
RELEASE AGREEMENTRelease Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 5th day of April, 2011, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.Agreement of Limited Partnership • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. (this “First Amendment”), is entered into as of October 16, 2007, by AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“General Partner”), as the general partner, and AVIV HEALTHCARE, L.L.C., a Delaware limited liability company (“Limited Partner”), as the limited partner.
AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.Limited Partnership Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership, dated as of April 13, 2005, is entered into by and among AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as the general partner and AVIV HEALTHCARE, L.L.C., as the limited partner, together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used herein are defined in Article 1 unless otherwise provided.
BORROWER JOINDER AND AFFIRMATION AGREEMENTBorrower Joinder and Affirmation Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of December 30, 2010, is by and between GREAT BEND PROPERTY, L.L.C., a Delaware limited liability company (“Great Bend”), ARMA YATES, L.L.C., a Delaware limited liability company (“Arma Yates”) and ORANGE ALF PROPERTY, L.L.C., a Delaware limited liability company (“Orange ALF”; together with Great Bend and Arma Yates, each an “Additional Borrower” and collectively, the “Additional Borrowers”), OCTOBER ASSOCIATES, L.L.C., a Delaware limited liability company (“October Borrower”), AVIV FINANCING I, L.L.C., a Delaware limited liability company (the “Parent Borrower”) and GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors as assigns, the “Administrative Agent”), in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of September 17, 2010, by and among the Parent Borrow
ContractSupplemental Indenture • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 22, 2011, among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION,...Credit Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 4th day of February, 2011 (the “First Amendment Closing Date”), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO (each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).
CREDIT AGREEMENT Dated as of September 17, 2010 among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1.01 ATTACHED HERETO as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and a...Credit Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of September 17, 2010 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are or hereafter become parties to this Agreement (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1.01 ATTACHED HERETO (each of the foregoing entities and each of the entities from time to time executing a Borrower Joinder Agreement pursuant to Section 6.14(a) hereof shall be hereinafter referred to individually as “Borrower” and collectively a
LIMITED LIABILITY COMPANY AGREEMENT OF AVIV FINANCING III, L.L.C.Limited Liability Company Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of AVIV FINANCING III, L.L.C., dated and effective as of October 1, 2008, is entered into by AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. as the sole member (the “Member”).
RELEASE AGREEMENTRelease Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 4th day of February, 2011, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).
BORROWER JOINDER AGREEMENT AND AFFIRMATION AGREEMENTBorrower Joinder Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of October 1, 2010, is by and between SOUTHEAST MISSOURI PROPERTY, L.L.C., a Delaware limited liability company (the “Additional Borrower”), YUBA AVIV, L.L.C., a Delaware limited liability company (“Yuba”), AVIV FINANCING I, L.L.C., a Delaware limited liability company (the “Parent Borrower”) and GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors as assigns, the “Administrative Agent”), in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of September 17, 2010, by and among the Parent Borrower, certain Subsidiaries of the Parent Borrower (such Subsidiaries, together with Parent Borrower and each of the entities who become a party thereto by execution of a Borrower Joinder Agreement, collectively, the “Borrowers”), the Lenders from time to time party thereto, and
AMENDED AND RESTATED OPERATING AGREEMENT OF FOUR FOUNTAINS AVIV, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New York
This Amendment No. 1 to Credit Agreement (this “Amendment No. 1”), dated as of March 22, 2011, is executed and delivered by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (“Parent Borrower”), each of the subsidiaries of the Parent Borrower identified on the signature pages hereto, the (collectively, with the Parent Borrower, the “Borrowers”), AVIV REIT, INC. (the “REIT Guarantor”) , AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (the “LP Guarantor”), AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. (the “OP Guarantor”), each of the other guarantors identified on the signature pages hereto (collectively, with the REIT Guarantor, the LP Guarantor and the OP Guarantor, “Guarantors” and together with the Borrowers, the “Credit Parties”), the Lenders party hereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in
CREDIT AGREEMENT Dated as of February 4, 2011 among AVIV FINANCING IV, L.L.C. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, AVIV REIT, INC., as REIT Guarantor, AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV HEALTHCARE PROPERTIES...Credit Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of February 4, 2011 by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (the “Parent Borrower” each of the entities from time to time executing a Joinder Agreement pursuant to Section 6.14(a) hereof, individually a “Borrower” and collectively with the Parent Borrower, the “Borrowers”), AVIV REIT, INC., a Maryland corporation (the “REIT Guarantor”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “LP Guarantor”), AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “OP Guarantor”), the other Guarantors indentified herein, the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).
AMENDED AND RESTATED OPERATING AGREEMENT OFOperating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New Mexico
This Amended and Restated Operating Agreement (this “Agreement”) of N.M. SILVER CITY THREE PLUS ONE, a New Mexico limited liability company (the “Company”), dated and effective as of June 30, 2005, is made and entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
AMENDED AND RESTATED PHANTOM PARTNERSHIP UNIT AWARD AGREEMENTPhantom Partnership Unit Award Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Amended and Restated Phantom Partnership Unit Award Agreement (this “Agreement”), to be effective immediately following consummation of the Merger (as defined below), is entered into by and among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Steven J. Insoft, an individual (the “Holder”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership and the surviving entity upon consummation of the Merger (the “Surviving Partnership” or “Aviv Healthcare”). The Company granted to Holder a phantom partnership unit award (“Prior Award”) pursuant to that certain Phantom Partnership Unit Award Agreement (the “Prior Phantom Agreement”), by and between the Company and the Holder, dated as of November 1, 2007, measured by reference to the Class C Units of Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Predecessor Partnership”). On the date hereof, the Predecessor Partnership has been merged (
AMENDED AND RESTATED OPERATING AGREEMENT OF POMONA VISTA L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of POMONA VISTA L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of June 14, 2005, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP and AVIV HEALTHCARE CAPITAL CORPORATION, as Issuers, AVIV REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...Indenture • May 2nd, 2011 • Bellingham II Associates, L.L.C. • New York
INDENTURE dated as of February 4, 2011, among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership, and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION,...Credit Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Illinois
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2011 (the “Second Amendment Closing Date”), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO (each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).
AMENDED AND RESTATED OPERATING AGREEMENT OF AVIV ASSET MANAGEMENT, L.L.C.Operating Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Amended and Restated Operating Agreement (this “Agreement”) of AVIV ASSET MANAGEMENT, L.L.C. (the “Company”), dated and effective as of September 9, 2010, is entered into by AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP as the sole member (the “Member”).
