First Amendment



 Exhibit 10.1 
 FIRST AMENDMENT 
 THIS FIRST AMENDMENT dated as of July 27, 2007 (this
“Amendment”) to that certain Credit and Guaranty Agreement referenced below is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), the Guarantors and the Lenders
identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 W I T N E S S E T H 
 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, by and among the Borrower, the Guarantors, the Lenders, and the Administrative
Agent, as modified by that certain Modification Agreement, dated as of March 30, 2007 (which, among other things, increased the Total Revolving Committed Amount by $100 million from $500 million to $600 million) (as further amended, restated,
extended, supplemented, renewed, replaced or otherwise modified from time to time, the “Existing Credit Agreement”); 
 WHEREAS, the Borrower has requested amendments to certain of the terms of the Existing Credit Agreement; 
 WHEREAS, the requested
amendments require the consent of the Required Lenders; and 
 WHEREAS, the Required Lenders have agreed to the requested amendments on the
terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 PART 1 
 DEFINITIONS 
 SUBPART 1.1
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement. 
 PART 2 
 AMENDMENTS TO EXISTING
CREDIT AGREEMENT 
 Effective on (and subject to the occurrence of) the First Amendment Effective Date (as defined in Subpart
3.1), the Existing Credit Agreement is hereby amended in accordance with this Part 2. 
 SUBPART 2.1 Amendments to
Section 1.1. (a) The definition of “Borrowing Base” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: 
 “Borrowing Base” shall mean, at any time, an amount equal to sixty-five percent (65%) of the Consolidated UAP
Property Value. 
  

 VENTAS REALTY, LIMITED PARTNERSHIP 
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 (b) The definition of “Capitalization Rate” set forth in Section 1.1 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows: 
 “Capitalization Rate”
shall mean (i) seven and one-half percent (7.50%) in the case of non-government reimbursed properties and assets and (ii) nine and one-quarter percent (9.25%) in the case of government reimbursed properties and
assets. 
 (c) The definition of “Consolidated EBITDA” set forth in Section 1.1 of the Existing Credit Agreement is
hereby amended in its entirety to read as follows: 
 “Consolidated EBITDA” shall mean, for any period for
the Consolidated Group, the sum of Consolidated Net Income plus, without duplication, to the extent deducted in computing Consolidated Net Income, (a) amortization and depreciation expense, (b) other non-cash charges as are
reasonably acceptable to the Administrative Agent and the Required Lenders, (c) Consolidated Interest Expense, (d) provision for taxes and (e) minority interest expense attributable to non-wholly owned Subsidiaries, in each
case determined on a consolidated basis in accordance with GAAP; but excluding, in any event, (i) extraordinary gains and losses and related tax effects thereon, (ii) non-cash impairment charges, (iii) non-cash stock or option based
compensation and (iv) other non-cash gains and losses and related tax effects thereon as are reasonably acceptable to the Administrative Agent and the Required Lenders, and including, in any event, a pro rata share of the foregoing items and
components attributable to interests in Joint Ventures. Except as otherwise expressly provided, the applicable period shall be the four (4) consecutive fiscal quarters ending as of the date of determination. 
 (d) The definition of “Consolidated Gross Asset Value” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended
in its entirety to read as follows: 
 “Consolidated Gross Asset Value” shall mean, as of any day for the
Consolidated Group, the sum of (a) unrestricted cash, restricted cash to the extent a corresponding liability is included in Consolidated Total Liabilities, restricted cash held by third party lenders as collateral for indebtedness, and Cash
Equivalents, plus (b) an amount equal to the quotient of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended divided by the Capitalization Rate, plus (c) one hundred
percent (100%) of the book value of all development in progress, including land, plus (d) one hundred percent (100%) of the book value of other non-real property assets other than goodwill and other intangible assets, in each
case determined on a consolidated basis in accordance with GAAP, but including, in any event, a pro rata share of the foregoing items and components attributable to interests in Joint Ventures; provided, however, that for
purposes of clause (b), Acquisitions will be valued for the period of eight (8) consecutive fiscal quarters following the date of Acquisition at the greater of (i) 100% of the purchase price or Acquisition cost thereof, or
(ii) the quotient of the portion of Consolidated EBITDA for a period of four (4) consecutive fiscal quarters attributed to the Acquisition on a Pro Forma Basis divided by the Capitalization Rate. 
 (e) The definition of “UAP Property” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended in the following
respects: (i) the introductory sentence of the definition is amended in its entirety to read as set forth below; (ii) subclause (b) is hereby amended in its entirety to read as set forth below; (iii) a new subclause
(g) shall be inserted immediately following subclause (f) to read as set forth below; and (iv) the word “and” at the end of subclause (e) shall be deleted and the “.” at the end of subclause (f) shall be
replaced with “; and”: 
 “UAP Property” shall mean any real property asset: 
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 VENTAS REALTY, LIMITED PARTNERSHIP 
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 (b) that is more than ninety percent (90%) owned by a Credit Party or other
member of the Consolidated Group which ownership is either (i) fee simple or (ii) a long-term ground leasehold approved by the Administrative Agent such approval not to be unreasonably withheld; 
 ***** 
 (g) either
(i) located in the United States and owned or leased by a Domestic Credit Party or (ii) located outside of the United States and owned or leased by a Domestic Credit Party or other member of the Consolidated Group; provided,
however, for purposes of this subclause (g)(ii) (and for purposes of determining Consolidated UAP Property Value), at no time shall more than twenty percent (20%) of the Consolidated UAP Property Value be attributable to UAP Properties
located outside of the United States. 
 (f) The following definition of “Significant Acquisition” is hereby added to
Section 1.1 of the Existing Credit Agreement in its appropriate alphabetical order: 
 “Significant Acquisition”
shall mean, any Acquisition (in one or a series of related transactions) with an aggregate consideration in excess of $450,000,000. 
 SUBPART 2.2 Amendments to Section 2.1(c). Section 2.1(c) of the Existing Credit Agreement is hereby amended in its entirety to read as follows: 
 (c) Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender agrees to
make certain revolving credit loans (the “Swingline Loans”) to the Borrower in Dollars from time to time for the purposes hereinafter set forth; provided that (i) the aggregate principal amount of Swingline Loans
outstanding shall not at any time exceed an amount equal to ten percent (10%) of the Total Revolving Committed Amount (as such amount may be increased in accordance with the provisions of Section 2.1(d)(ix) or decreased in
accordance with the provisions of Section 2.6(b), the “Swingline Committed Amount”), (ii) the aggregate principal amount of Revolving Obligations outstanding at any time shall not exceed the Total Revolving
Committed Amount and (iii) the aggregate principal amount of Revolving Obligations outstanding shall not at any time exceed the Borrowing Base. Each Swingline Loan shall be repaid three (3) days after the date of borrowing and shall be a
Base Rate Loan. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof. 
 SUBPART 2.3 Amendments to
Section 2.1(d). The introductory sentence of Section 2.1(d) and subclauses (vi) and (ix) of Section 2.1(d) of the Existing Credit Agreement are hereby amended in their entireties to read as follows: 
 (d) Increase in Total Revolving Committed Amount. Subject to the terms and conditions set forth herein, the Borrower may at any
time, or from time to time, upon notice to the Administrative Agent increase the Total Revolving Committed Amount by up to ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) in the aggregate; provided that: 
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 VENTAS REALTY, LIMITED PARTNERSHIP 
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 (vi) after giving effect to any such increase, the aggregate amount of the Revolving
Commitments shall not exceed SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000); 
 ***** 
 (ix) on any date that the Total Revolving Committed Amount is increased pursuant to this Section 2.1(d), the LOC Committed
Amount shall also be increased proportionately to an amount equal to fifteen percent (15%) of the Total Revolving Committed Amount and the Swingline Committed Amount shall also be increased proportionately to an amount equal to ten percent
(10%) of the Total Revolving Committed Amount. 
 SUBPART 2.4 Amendments to Section 2.6(b). Section 2.6(b)
of the Existing Credit Agreement is hereby amended in its entirety to read as follows: 
 (b) On any date that the Total
Revolving Committed Amount is reduced pursuant to subsection (a) above, each of the Swingline Committed Amount and the LOC Committed Amount shall also be reduced proportionately, such that the LOC Committed Amount shall at all times
remain equal to fifteen percent (15%) of the Total Revolving Committed Amount, and the Swingline Committed Amount shall at all times remain equal to ten percent (10%) of the Total Revolving Committed Amount. 
 SUBPART 2.5 Amendments to Section 6.12. The first paragraph of Section 6.12 of the Existing Credit Agreement is hereby amended in
its entirety to read as follows: 
 Section 6.12 Withdrawal or Addition of UAP Properties. 
 The Borrower may add and withdraw Properties from the pool of UAP Properties without the consent of the Administrative Agent;
provided that (i) in the case of addition of a Property by a member of the Consolidated Group that is not a Credit Party, to the extent that the owner of the Property is a Domestic Subsidiary, the owner of the Property shall have
provided a fully executed Joinder Agreement, together with an officer’s certificate with copies of resolutions, applicable Organizational Documents, and favorable opinions of counsel, in each case, in substantially the form and substance as
previously provided at closing of the Loan to the Administrative Agent for the other UAP Properties and the Credit Parties, and such other information about the owner of the subject Property as is required to indicate compliance with the
requirements of and for a UAP Property, as may be reasonably requested by the Administrative Agent and (ii) in the case of withdrawal of a Property, the Borrower shall have given notice thereof to the Administrative Agent, together with a
request to release the owner of the subject Property, where appropriate, in accordance with the provisions hereof, and (iii) in any such case, the Borrower shall have delivered to Administrative Agent a Borrowing Base Certificate reflecting the
addition or withdrawal of the subject Property. 
 SUBPART 2.6 Amendments to Section 7.10. Clauses (a) and
(c) of Section 7.10 of the Existing Credit Agreement are hereby amended in their entireties to read as follows: 
  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 








 Section 7.10 Financial Covenants. 
 (a) Consolidated Total Leverage Ratio. As of the end of each fiscal quarter, permit the Consolidated Total Leverage Ratio to
be greater than sixty percent (60%); provided, however, such ratio may exceed sixty percent (60%) for up to two (2) consecutive fiscal quarters immediately following a Significant Acquisition, but in no event shall the
Consolidated Total Leverage Ratio exceed sixty-five percent (65%). 
 ***** 
 (c) Consolidated Unsecured Leverage Ratio. As of the end of each fiscal quarter, permit the Consolidated Unsecured Leverage Ratio
to be greater than sixty percent (60%); provided, however, such ratio may exceed sixty percent (60%) for up to two (2) consecutive fiscal quarters immediately following a Significant Acquisition, but in no event shall the
Consolidated Unsecured Leverage Ratio exceed sixty-five percent (65%).  
 PART 3 
 CONDITIONS TO EFFECTIVENESS 
 SUBPART 3.1 First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First Amendment Effective Date”) when all of the following conditions shall have been
satisfied: 
 (a) Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this
Amendment, which collectively shall have been duly executed on behalf of each of the Credit Parties, the Required Lenders and the Administrative Agent. 
 (b) Fees and Expenses. The Administrative Agent and the Lenders shall have received from the Borrower all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent. 
 PART 4 
 MISCELLANEOUS

 SUBPART 4.1 Representations and Warranties. The Credit Parties affirm that, after giving effect to this Amendment, the
representations and warranties set forth in the Existing Credit Agreement and the other Fundamental Documents are true and correct in all material respects as of the date hereof (except those which expressly relate to an earlier period or date).

 SUBPART 4.2 References in Other Credit Documents. On and after the date hereof, all references to the Existing Credit
Agreement in each of the Fundamental Documents shall hereafter mean the Existing Credit Agreement as amended by this Amendment. Except as specifically amended hereby, the Existing Credit Agreement is hereby ratified and confirmed and shall remain in
full force and effect according to its terms. 
 SUBPART 4.3 Counterparts/Telecopy. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such 

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 








 
counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed
counterpart and shall constitute a representation that such party’s original executed counterpart will be delivered. 
 SUBPART
4.4 Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within
such state. 
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 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the day and the year first above written. 
  

							
	BORROWER:	 	VENTAS REALTY, LIMITED PARTNERSHIP
				
		 		 	By:	 	Ventas, Inc., its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
		
	GUARANTORS:	 	VENTAS, INC.
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
		
		 	 VENTAS CAPITAL CORPORATION
 VENTAS HEALTHCARE
PROPERTIES, INC.
 VENTAS FRAMINGHAM, LLC
 VENTAS MANAGEMENT, LLC

 VENTAS SUN LLC
 VENTAS CAL SUN, LLC
 VENTAS PROVIDENT, LLC

			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
		
		 	VENTAS LP REALTY, L.L.C.
				
		 		 	By:	 	Ventas, Inc., its Sole Member
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	VENTAS TRS, LLC
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Executive Vice President
		
		 	ELDERTRUST
		 	ET CAPITAL CORP.
		 	ET SUB-LOPATCONG, L.L.C.
		 	ET PENNSBURG FINANCE, L.L.C.
		 	ET SUB-PLEASANT VIEW, L.L.C.
		 	ET SUB-SMOB, L.L.C.
		 	ET WAYNE FINANCE, L.L.C.
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Secretary
		
		 	ELDERTRUST OPERATING LIMITED PARTNERSHIP
				
		 		 	By:	 	ElderTrust, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	ET BERKSHIRE, LLC
		 	CABOT ALF, L.L.C.
		 	CLEVELAND ALF, L.L.C.
		 	ET SUB-HERITAGE WOODS, L.L.C.
		 	ET GENPAR, L.L.C.
		 	ET SUB-LACEY I, L.L.C.
		 	ET LEHIGH, LLC
		 	ET SUB-PHILLIPSBURG I, L.L.C.
		 	ET SANATOGA, LLC
		 	VERNON ALF, L.L.C.
				
		 		 	By:	 	ElderTrust Operating Limited Partnership, its Sole Member
		 		 	By:	 	ElderTrust, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary
		
		 	 ET SUB-HIGHGATE, L.P.

		 	 ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.

		 	 ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.

		 	 ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.

		 	 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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	 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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary
		
		 	 ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.

				
		 		 	By:	 	ET Pennsburg Finance, L.L.C., its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary
		
		 	 ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

				
		 		 	By:	 	ET Wayne Finance, L.L.C., its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	ET WAYNE FINANCE, INC.
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Chairman, Executive Vice President and Secretary
		
		 	PSLT GP, LLC
				
		 		 	By:	 	Ventas Provident, LLC, its Sole Member
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
		
		 	PSLT-BLC PROPERTIES HOLDINGS, LLC
		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Corporate Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	 BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC

		 	 BROOKDALE HOLDINGS, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF INDIANA-OL, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC

		 	 BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC

		 	 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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Corporate Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
		 	 THE PONDS OF PEMBROKE LIMITED PARTNERSHIP

		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Corporate Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	VSCRE HOLDINGS, LLC
		 	UNITED REHAB REALTY HOLDING, LLC
		 	BCC MARTINSBURG REALTY, LLC
		 	BCC ONTARIO REALTY, LLC
		 	BCC MEDINA REALTY, LLC
		 	BCC WASHINGTON TOWNSHIP, LLC
		 	EC LEBANON REALTY, LLC
		 	EC HAMILTON PLACE REALTY, LLC
		 	EC TIMBERLIN PARC REALTY, LLC
		 	EC HALCYON REALTY, LLC
		 	BCC ALTOONA REALTY, LLC
		 	BCC ALTOONA REALTY GP, LLC
		 	BCC READING REALTY, LLC
		 	BCC READING REALTY GP, LLC
		 	BCC BERWICK REALTY, LLC
		 	BCC BERWICK REALTY GP, LLC
		 	BCC LEWISTOWN REALTY, LLC
		 	BCC LEWISTOWN REALTY GP, LLC
		 	BCC STATE COLLEGE REALTY, LLC
		 	BCC STATE COLLEGE REALTY GP, LLC
		 	SOUTH BEAVER REALTY HOLDINGS, LLC
		 	BCC SOUTH BEAVER REALTY, LLC
		 	SHIPPENSBURG REALTY HOLDINGS, LLC
		 	BCC SHIPPENSBURG REALTY, LLC
		 	IPC (AP) HOLDING, LLC
		 	AL (AP) HOLDING, LLC
		 	ALLISON PARK NOMINEE, LLC
		 	IPC (HCN) HOLDING, LLC
		 	AL (HCN) HOLDING, LLC
		 	BLOOMSBURG NOMINEE, LLC
		 	SAGAMORE HILLS NOMINEE, LLC
		 	LEBANON NOMINEE, LLC
		 	SAXONBURG NOMINEE, LLC
		 	LOYALSOCK NOMINEE, LLC
		 	IPC (MT) HOLDING, LLC
		 	AL (MT) HOLDING, LLC
		 	LEWISBURG NOMINEE, LLC
		 	HENDERSONVILLE NOMINEE, LLC
		 	LIMA NOMINEE, LLC
		 	KINGSPORT NOMINEE, LLC
		 	XENIA NOMINEE, LLC
		 	KNOXVILLE NOMINEE, LLC
		 	CHIPPEWA NOMINEE, LLC
		 	DILLSBURG NOMINEE, LLC
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	BCC ALTOONA REALTY, LP
				
		 		 	By:	 	BCC Altoona Realty GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	BCC READING REALTY, LP
				
		 		 	By:	 	BCC Reading Realty GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	BCC BERWICK REALTY, LP
				
		 		 	By:	 	BCC Berwick Realty GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	BCC LEWISTOWN REALTY, LP
				
		 		 	By:	 	BCC Lewistown Realty GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	BCC STATE COLLEGE REALTY, LP
				
		 		 	By:	 	BCC State College Realty GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	ALLISON PARK NOMINEE, LP
				
		 		 	By:	 	Allison Park Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	BLOOMSBURG NOMINEE, LP
				
		 		 	By:	 	Bloomsburg Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	SAGAMORE HILLS NOMINEE, LP
				
		 		 	By:	 	Sagamore Hills Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	LEBANON NOMINEE, LP
				
		 		 	By:	 	Lebanon Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	SAXONBURG NOMINEE, LP
				
		 		 	By:	 	Saxonburg Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	LOYALSOCK NOMINEE, LP
				
		 		 	By:	 	Loyalsock Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	LEWISBURG NOMINEE, LP
				
		 		 	By:	 	Lewisburg Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	HENDERSONVILLE NOMINEE, LP
				
		 		 	By:	 	Hendersonville Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	LIMA NOMINEE, LP
				
		 		 	By:	 	Lima Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	KINGSPORT NOMINEE, LP
				
		 		 	By:	 	Kingsport Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	XENIA NOMINEE, LP
				
		 		 	By:	 	Xenia Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	KNOXVILLE NOMINEE, LP
				
		 		 	By:	 	Knoxville Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	CHIPPEWA NOMINEE, LP
				
		 		 	By:	 	Chippewa Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary
		
		 	DILLSBURG NOMINEE, LP
				
		 		 	By:	 	Dillsburg Nominee, LLC, its General Partner
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President, General Counsel and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	VENTAS MOB HOLDINGS, LLC
		 	VENTAS NEXCORE HOLDINGS, LLC
		 	VENTAS BROADWAY MOB, LLC
		 	VENTAS CASPER HOLDINGS, LLC
		 	VENTAS SSL ONTARIO III, INC.
		 	SZR MISSISSAUGA INC.
		 	VENTAS SSL LYNN VALLEY, INC.
		 	SZR MARKHAM INC.
		 	VENTAS SSL BEACON HILL, INC.
		 	SZR RICHMOND HILL INC.
		 	VENTAS SSL ONTARIO II, INC.
		 	VENTAS GRANTOR TRUST #2
		 	SZR WINDSOR INC.
		 	SZR OAKVILLE INC.
		 	VENTAS SSL VANCOUVER, INC.
		 	VENTAS OF VANCOUVER LIMITED
		 	SZR OF BURLINGTON INC.
		 	VENTAS GRANTOR TRUST #1
		 	VENTAS SSL, INC.
		 	VENTAS SSL HOLDINGS, INC.
		 	VENTAS SSL HOLDINGS, LLC
		 	VENTAS REIT US HOLDINGS, INC.
		 	SZR US UPREIT THREE, LLC
		 	SZR US FINANCE, INC.
		 	SZR US INVESTMENTS, INC.
			
		 	By:	 	 /s/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Title:	 	Executive Vice President and Secretary
		
		 	SZR COLUMBIA, LLC
		 	SZR WILLOWBROOK, LLC
		 	SZR NORWOOD, LLC
		 	SZR ROCKVILLE, LLC
		 	SZR SAN MATEO, LLC
				
		 		 	By:	 	SZR US Investments, Inc., its Sole Member
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	 	 	SZR Lincoln Park, LLC
		 	SZR North Hills, LLC
		 	SZR Westlake Village LLC
		 	SZR Yorba Linda, LLC
				
		 		 	By:	 	SZR US UPREIT THREE, LLC, its Sole Member
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	Title:	 	Executive Vice President and Secretary

  

 VENTAS REALTY, LIMITED PARTNERSHIP 
 AMENDMENT NO. 1 









							
	LENDERS:	 	BANK OF AMERICA, N.A.,
		 	as Administrative Agent, as Issuing Bank and as Cash Collateral Bank
			
		 	By:	 	 /s/ Amie L. Edwards

		 	Name:	 	Amie L. Edwards
		 	Title:	 	Vice President
		
		 	BANK OF AMERICA, N.A., individually as a Lender and the Swingline Lender
			
		 	By:	 	 /s/ Amie L. Edwards

		 	Name:	 	Amie L. Edwards
		 	Title:	 	Vice President
		
		 	MERRILL LYNCH CAPITAL CORPORATION,
		 	as a Lender
			
		 	By:	 	 /s/ Michael E. O’Brien

		 	Name:	 	Michael E. O’Brien
		 	Title:	 	Vice President
		
		 	UBS LOAN FINANCE LLC,
		 	as a Lender
			
		 	By:	 	 /s/ Richard L. Tavrow

		 	Name:	 	Richard L. Tavrow
		 	Title:	 	Director
			
		 	By:	 	 /s/ David B. Julie

		 	Name:	 	David B. Julie
		 	Title:	 	Associate Director
		
		 	CALYON NEW YORK BRANCH,
		 	as a Lender
			
		 	By:	 	 /s/ Thomas Randolph

		 	Name:	 	Thomas Randolph
		 	Title:	 	Managing Director
			
		 	By:	 	 /s/ Priya Vrat

		 	Name:	 	Priya Vrat
		 	Title:	 	Director









							
	 	 	JPMORGAN CHASE BANK, N.A.
		 	as a Lender
			
		 	By:	 	 /s/ Marc E. Costantino

		 	Name:	 	Marc E. Costantino
		 	Title:	 	
		
		 	CITICORP NORTH AMERICA, INC.,
		 	as a Lender
			
		 	By:	 	 /s/ Ricardo James

		 	Name:	 	Ricardo James
		 	Title:	 	Vice-President
		
		 	KEYBANK NATIONAL ASSOCIATION,
		 	as a Lender
			
		 	By:	 	 /s/ Amy L. MacLearie

		 	Name:	 	Amy L. MacLearie
		 	Title:	 	Closing Officer
		
		 	ALLIED IRISH BANKS PLC,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	STATE BANK OF INDIA, NEW YORK BRANCH,
		 	as a Lender
			
		 	By:	 	 /s/ Ashok Wanchoo

		 	Name:	 	Ashok Wanchoo
		 	Title:	 	Vice President & Head (Credit)
		
		 	AIB DEBT MANAGEMENT LIMITED,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

 2 









							
	 	 	BANK OF MONTREAL,
		 	as a Lender
			
		 	By:	 	 /s/ Aaron Lanski

		 	Name:	 	Aaron Lanski
		 	Title:	 	Vice President
		
		 	BANK OF THE WEST,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	DEUTSCHE BANK TRUST COMPANY AMERICA,
		 	as a Lender
			
		 	By:	 	 /s/ Frederick W. Laird

		 	Name:	 	Frederick W. Laird
		 	Title:	 	Managing Director
			
		 	By:	 	 /s/ Ming K. Chu

		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
		
		 	EMIGRANT REALTY FINANCE LLC,
		 	as a Lender
			
		 	By:	 	 /s/ Thomas G. Devine

		 	Name:	 	Thomas G. Devine
		 	Title:	 	Managing Director & Vice-President Emigrant Realty Finance
		
		 	LASALLE BANK, NATIONAL ASSOCIATION,
		 	as a Lender
			
		 	By:	 	 /s/ Brad Feine

		 	Name:	 	Brad Feine
		 	Title:	 	Vice President
		
		 	MORGAN STANLEY BANK,
		 	as a Lender
			
		 	By:	 	 /s/ Elizabeth Hendricks

		 	Name:	 	Elizabeth Hendricks
		 	Title:	 	Authorized Signatory

  

 3 









							
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
		 	as a Lender
			
		 	By:	 	 /s/ Jeanette A. Griffin

		 	Name:	 	Jeanette A. Griffin
		 	Title:	 	Director

  

 4