Modification Agreement



 EXHIBIT 10.1 
 MODIFICATION AGREEMENT 
 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. Richard Riney, internal general counsel to the Credit Parties, with respect to the authorization, execution and delivery of this Modification Agreement and (ii) Barack Ferrazzano Kirschbaum Perlman & Nagelberg 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 Moore & Van Allen 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 Moore & Van Allen, 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. 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
				
		 		 	By:	 	 /s/ T. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

		 		 	Name:	 	T. Richard Riney
		 		 	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. Richard Riney

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

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS MANAGEMENT, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS FRAMINGHAM, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS SUN LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	VENTAS CAL SUN LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS PROVIDENT, LLC
		
	By:	 	 /s/ T. Richard Riney

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

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary
	
	ELDER TRUST OPERATING LIMITED PARTNERSHIP
		
	By:	 	ElderTrust, its General Partner
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary
	
	ET CAPITAL CORP.
		
	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:	 	Trustee and Secretary


  

 MODIFICATION AGREEMENT 









			
	
	ET BERKSHIRE, LLC
		
	By:	 	ElderTrust Operating Limited Partnership, its Sole Member
	By:	 	ElderTrust, its General Partner
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary
	
	ET SUB-HERITAGE WOODS, 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:	 	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary
	
	ET SUB-LOPATCONG, L.L.C.
		
	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 PENNSBURG FINANCE, L.L.C.
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary


  

 MODIFICATION AGREEMENT 









			
	
	ET SUB-PLEASANT VIEW, L.L.C.
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-RITTENHOUSE 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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and Secretary
	
	ET SUB-SMOB, L.L.C.
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	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:	 	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee and 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


  

 MODIFICATION AGREEMENT 









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

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

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Trustee 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


  

 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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. 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
	
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	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. 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
	
	VSCRE HOLDINGS, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	UNITED REHAB REALTY HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC MARTINSBURG REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC ONTARIO REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC MEDINA REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC WASHINGTON TOWNSHIP REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	EC LEBANON REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	EC HAMILTON PLACE REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	EC TIMBERLIN PARC REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	EC HALCYON REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC ALTOONA REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC ALTOONA REALTY GP, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	BCC READING REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

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

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

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC LEWISTOWN REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC LEWISTOWN REALTY GP, LLC
		
	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
	
	BCC STATE COLLEGE REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	BCC STATE COLLEGE REALTY GP, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	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. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	SOUTH BEAVER REALTY HOLDINGS, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC SOUTH BEAVER REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	SHIPPENSBURG REALTY HOLDINGS, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	BCC SHIPPENSBURG REALTY, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	IPC (AP) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	AL (AP) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	ALLISON PARK NOMINEE, LLC
		
	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
	
	IPC (HCN) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	AL (HCN) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	BLOOMSBURG NOMINEE, LLC
		
	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, LLC
		
	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
	
	LEBANON NOMINEE, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	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, LLC
		
	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, LLC
		
	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


  

 MODIFICATION AGREEMENT 









			
	
	IPC (MT) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	AL (MT) HOLDING, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	LEWISBURG NOMINEE, LLC
		
	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
	
	HENDERSONVILLE NOMINEE, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	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, LLC
		
	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, LLC
		
	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


  

 MODIFICATION AGREEMENT 









			
	
	XENIA NOMINEE, LLC
		
	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
	
	KNOXVILLE NOMINEE, LLC
		
	By:	 	 /s/ T. Richard Riney

	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	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, LLC
		
	By:	 	 /s/ T. Richard Riney

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


  

 MODIFICATION AGREEMENT 









			
	
	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, LLC
		
	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


  

 MODIFICATION AGREEMENT 









							
			
	 ADMINISTRATIVE AGENT:
	 		 	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

				
		 		 	By:	 	 /s/ Charles Graber

		 		 	Name:	 	Charles Graber
		 		 	Title:	 	Vice President

  

 MODIFICATION AGREEMENT 









							
			
	LENDERS:	 		 	BANK OF AMERICA, N.A., individually as a Lender, the Swingline Lender and the Issuing Bank
				
		 		 	By:	 	 /s/ Amie L. Edwards

		 		 	Name:	 	Amie L. Edwards
		 		 	Title:	 	Vice President

  

 MODIFICATION AGREEMENT 









			
	
	CALYON NEW YORK BRANCH
		
	By:	 	 /s/ Thomas Randolph

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

	Name:	 	Priya Vrat
	Title:	 	Director


  

 MODIFICATION AGREEMENT 









			
	
	CITICORP NORTH AMERICA, INC.
		
	By:	 	 /s/ Malav Kakad

	Name:	 	Malav Kakad
	Title:	 	Vice President


  

 MODIFICATION AGREEMENT 









			
	
	 MERRILL LYNCH CAPITAL CORPORATION

		
	By:	 	 /s/ Michael E. O’Brien

	Name:	 	Michael E. O’Brien
	Title:	 	Vice President


  

 MODIFICATION AGREEMENT 









			
	
	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director
		 	Banking Products Services, US
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director
		 	Banking Products Services, US


  

 MODIFICATION AGREEMENT 









			
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Frederick W. Laird

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

	Name:	 	Ming K. Chu
	Title:	 	Vice President


  

 MODIFICATION AGREEMENT 









			
	
	BANK OF MONTREAL
		
	By:	 	 /s/ Aaron Lanski

	Name:	 	Aaron Lanski
	Title:	 	Vice President


  

 MODIFICATION AGREEMENT 









			
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Amy L. MacLearie

	Name:	 	Amy L. MacLearie
	Title:	 	Closing Officer


  

 MODIFICATION AGREEMENT 









			
	
	LASALLE BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Brad Feine

	Name:	 	Brad Feine
	Title:	 	Vice President


  

 MODIFICATION AGREEMENT 









			
	
	MORGAN STANLEY BANK
		
	By:	 	 /s/ Daniel Twenge

	Name:	 	Daniel Twenge
	Title:	 	Authorized Signatory
		 	Morgan Stanley Bank


  

 MODIFICATION AGREEMENT 









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

	Name:	 	Marc E. Costantino
	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
Commitment
Percentage
 after giving effect to
 Modification
Agreement
	 
	 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	%
	 Merrill Lynch 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	  	7.333333333	%
	 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	%
	 Morgan Stanley 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	%