PURCHASE CONTRACT AGREEMENT Dated as of November 21, 2022 between BROOKDALE SENIOR LIVING INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Purchase Contract Agent, as Attorney-in-Fact for the Holders from time to time as provided herein and...Purchase Contract Agreement • November 22nd, 2022 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
PURCHASE CONTRACT AGREEMENT, dated as of November 21, 2022 between BROOKDALE SENIOR LIVING INC., a Delaware corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
BROOKDALE SENIOR LIVING INC., as Issuer, AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee First Supplemental Indenture Dated as of November 21, 2022 Supplemental to Indenture Dated as of November 21, 2022 10.25% Senior Amortizing Notes due...First Supplemental Indenture • November 22nd, 2022 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2022 (this “Supplemental Indenture”) between BROOKDALE SENIOR LIVING INC., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Trustee”), supplementing the Indenture dated as of November 21, 2022 between the Company and the Trustee (the “Base Indenture”).
BROOKDALE SENIOR LIVING INC. (a Delaware corporation) Tangible Equity Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2022 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Each Security has a stated amount of $50.00 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on November 15, 2025, subject to postponement in limited circumstances and subject to any early settlement of such Purchase Contract, in each case, pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of November 21, 2022, among the Company, American Stock Transfer & Trust Company, LLC, as purchase contract agent (the “Purchase Contract Agent”) and the Trustee (as defined below), a number of shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement, and (2) a senior amortizing note with a final installment payment date of November 15, 2025 (each, an “Amortizi
