Exhibit 10.1





Exhibit 10.1




FOURTH AMENDMENT TO

CREDIT AND GUARANTY AGREEMENT




Dated as of October 12, 2010




among




VENTAS REALTY, LIMITED PARTNERSHIP

AND THE ADDITIONAL BORROWERS LISTED HEREIN,

as Borrower,




THE GUARANTORS REFERRED TO HEREIN,




THE LENDERS REFERRED TO HEREIN




and




BANK OF AMERICA, N.A.,

as Administrative Agent, Issuing Bank and Swingline Lender




CALYON NEW YORK BRANCH

and

CITICORP NORTH AMERICA, INC.,

as Co-Syndication Agents




UBS SECURITIES LLC,

as Documentation Agent




BANC OF AMERICA SECURITIES LLC

and

CALYON NEW YORK BRANCH,

as Joint Lead Arrangers and Joint Book Managers



 


 









 





FOURTH AMENDMENT




THIS FOURTH AMENDMENT dated as of October 12, 2010 (this “Amendment”) to that certain
Credit and Guaranty Agreement referenced below is by and among VENTAS REALTY, LIMITED PARTNERSHIP,
a Delaware limited partnership (the “Parent Borrower”), SZR US INVESTMENTS, INC., VENTAS
SSL HOLDINGS, INC., EC LEBANON REALTY, LLC, EC HAMILTON PLACE REALTY, LLC, KINGSPORT NOMINEE LP,
KNOXVILLE NOMINEE LP and HENDERSONVILLE NOMINEE LP in their capacities as additional borrowers
(collectively, the “Additional Borrowers”, and together with the Parent Borrower, the
“Borrower”), each Person identified on the signature pages hereto as a Guarantor
(collectively, the “Guarantors”), the lenders identified on the signature pages hereto (the
“Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent.



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
Parent Borrower, the Guarantors, the Lenders, and the Administrative Agent, as modified by that
certain Modification Agreement, dated as of March 30, 2007 and as amended by that certain First
Amendment dated as of July 27, 2007, that certain Second Amendment dated as of March 13, 2008 and
that certain Third Amendment dated as of March 31, 2009 (as so amended and modified, the
“Existing Credit Agreement”);



WHEREAS, the Parent Borrower has requested to amend the Existing Credit Agreement to, among
other changes, release those Additional Borrowers and Guarantors identified on Schedule 1
to this Amendment (collectively, the “Released Credit Parties”) from their obligations
under the Existing Credit Agreement;




WHEREAS, the requested amendments require the consent of the Lenders; and



WHEREAS, the 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 Fourth Amendment Effective Date (as
defined in Subpart 4.1), 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 “Interest Rate Protection Agreement” set forth in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:





“Interest Rate Protection Agreement” shall mean any interest rate swap
agreement, Currency Agreement, interest rate cap agreement, synthetic cap, collar or
floor or other financial agreement or arrangement designed to protect any member of
the Consolidated Group against fluctuations in interest rates or to reduce the effect
of any such fluctuations.



(b) The definition of “UAP Property” set forth in Section 1.1 of the Existing Credit Agreement
is hereby amended by deleting clause (g) thereof in its entirety and replacing it with the
following:




(g) that is owned or leased by a member of the Consolidated Group;
provided, however, for purposes of this subclause (g) (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.



SUBPART 2.2 Amendments to Section 6.12. Section 6.12 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the following:




6.12 [Intentionally Omitted].



SUBPART 2.3 Amendments to Section 7.3. Section 7.3 of the Existing Credit Agreement
is hereby amended by deleting clause (b) thereof in its entirety and replacing it with the
following:




(b) other Indebtedness; provided, that (i) immediately after giving effect to
the incurrence or assumption thereof on a Pro Forma Basis, the Consolidated Group
shall be in compliance with the terms of this Credit Agreement, including the
financial covenants hereunder and (ii) no Subsidiary may incur Indebtedness
consisting of unsecured guarantee obligations with respect to any senior unsecured
Indebtedness of the Parent Borrower (other than the Parent Borrower’s 9% Senior
Notes due 2012) in an aggregate amount in excess of $25,000,000 (the “Other
Guaranteed Indebtedness”), unless such Subsidiary also becomes a Guarantor of the
Indebtedness under the Fundamental Documents by executing and delivering to the
Administrative Agent a joinder agreement and such other documentation as the
Administrative Agent may reasonably require (including, without limitation, legal
opinions), in each case, in form and substance reasonably satisfactory to the
Administrative Agent (provided, that in the event such Subsidiary shall be released
for any reason from its obligations with respect to the Other Guaranteed
Indebtedness it shall automatically be released from its obligations under such
joinder and other documentation); and


 


 









 





PART 3

RELEASE OF CERTAIN CREDIT PARTIES




SUBPART 3.1. Release of Certain Credit Parties. The Administrative Agent and each of
the Lenders hereby release and forever discharge each of the Released Credit Parties from all their
obligations and liabilities under the Fundamental Documents and from all claims and causes of
action of any type or nature whatsoever, known or unknown, which the Administrative Agent or the
Lenders ever had, now have, or ever could have against such Released Credit Parties that
specifically relate, directly or indirectly, to the Fundamental Documents.



SUBPART 3.2. Release of Claims Against Agent and Lenders. In consideration for the
release by the Lenders in Subpart 3.1, each of the Released Credit Parties hereby releases
and forever discharges the Administrative Agent, Issuing Bank, Swingline Lender, each Lender, and
their respective officers and agents from all claims and causes of action of any type or nature
whatsoever, known or unknown, which have arisen at any time before the date that this Amendment is
fully executed, and which have anything to do with its obligations arising under the Fundamental
Documents.



SUBPART 3.3. Claims Not Released. Nothing contained in this Amendment constitutes a
general release, and this Amendment is neither intended by the Lenders to release, nor shall it
operate to release (1) the indebtedness, obligations and liabilities owing by, or any claims or
causes of action that the Lenders may have against, any Credit Party not specifically released
pursuant to Subpart 3.1 or (2) any other claims that the Administrative Agent, Issuing
Bank, Swingline Lender or any other Lender may have against any Released Credit Party or any other
Credit Party with respect to any other transactions, loans, or other relationships unrelated to the
Fundamental Documents.



PART 4

CONDITIONS TO EFFECTIVENESS




SUBPART 4.1 Fourth Amendment Effective Date. This Amendment shall be and become
effective as of the date hereof (the “Fourth 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 Lenders and the Administrative Agent.



(b) Release of Credit Parties From Bond Indentures. The Administrative Agent shall
have received from the Parent Borrower evidence in form and substance satisfactory to the
Administrative Agent in its reasonable discretion that the Released Credit Parties have been
released from their obligations under or with respect to the indentures governing Parent Borrower’s
(i) 65/8% Senior Notes due 2014, (ii) 61/2% Senior Notes due 2016, and (iii) 63/4% Senior Notes due 2017,
and Ventas’s 37/8% Convertible Senior Notes due 2011, which may include letters from S&P and Moody’s
delivered to the trustee in connection with such release.



(c) Execution of Second Amendment. The Administrative Agent shall have received
evidence of the execution, delivery and effectiveness of that certain Second Amendment to Credit
and Guaranty Agreement dated as of the date hereof by and among the Parent Borrower, Ventas SSL
Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas, Inc. and certain subsidiaries of Ventas,
Inc. and the lenders party thereto, amending that certain Credit and Guaranty Agreement, dated as of March 13,
2008, as amended.


 


 









 





(d) Fees and Expenses. The Administrative Agent and the Lenders shall have received
from the Parent 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 5

MISCELLANEOUS




SUBPART 5.1. Representations and Warranties. The Credit Parties affirm that,
immediately before and immediately 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 5.2 Guarantor Acknowledgment. Each Guarantor not released pursuant to this
Amendment, if any, hereby (a) acknowledges and consents to all of the terms and conditions of this
Amendment and (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
Existing Credit Agreement.



SUBPART 5.3 Consent to Subsidiary Liquidation. The Administrative Agent and each of
the Lenders hereby approves of and consents to the liquidation of Ventas Cooperatief U.A., an
indirect wholly owned subsidiary of Ventas.



SUBPART 5.4 References in Other Credit Documents. On and after the Fourth Amendment
Effective Date, all references to the Existing Credit Agreement in each of the Fundamental
Documents shall 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 5.5 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 counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by
facsimile or other electronic means 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 upon request by the Administrative Agent.



SUBPART 5.6 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.



[remainder of page intentionally left blank]



 


 









 







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.



	 	 	 	 	 	 	 	 	 	 	 
	PARENT 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	 	 






	 	 	 	 	 
	ADDITIONAL BORROWERS:       	SZR US INVESTMENTS, INC.

VENTAS SSL HOLDINGS, INC.

 	 
	 	By:  	/s/ T. Richard Riney
 	 
	 	 	Name:  	T. Richard Riney 	 
	 	 	Title:  	Executive Vice President and Associate
Secretary 	 
	 
	 	EC HAMILTON PLACE REALTY, LLC

EC LEBANON REALTY, LLC

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





 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 Associate 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

VCC HEALTHCARE FUND, LLC

VENTAS EH HOLDINGS, LLC

VENTAS PROVIDENT, LLC

VENTAS CARROLL MOB, LLC

VENTAS MO HOLDINGS, LLC

VENTAS NEXCORE HOLDINGS, LLC

VENTAS BROADWAY MOB, LLC

VENTAS CASPER HOLDINGS, LLC

VENTAS GRANTOR TRUST #2

VENTAS GRANTOR TRUST #1

VENTAS SSL, INC.

VENTAS SSL HOLDINGS, LLC

VENTAS REIT US HOLDINGS INC.

SZR US UPREIT THREE, LLC

SZR SCOTTSDALE, LLC

VENTAS WESTERN HOLDINGS, LLC

VTR DOB III MOB, LLC

VTR EBERLE MOB, LLC

VTR AVISTA MOB, LLC

 	 
	 	By:  	/s/ T. Richard Riney
 	 
	 	 	Name:  	T. Richard Riney 	 
	 	 	Title:  	Executive Vice President and Associate

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 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-SMOB, L.L.C.

ET WAYNE FINANCE, L.L.C.

ET BELVEDERE FINANCE, L.L.C.

ET POBI FINANCE, L.L.C.

ET DCMH FINANCE, L.L.C.

 	 
	 	By:  	/s/ T. Richard Riney
 	 
	 	 	Name:  	T. Richard Riney 	 
	 	 	Title:  	Associate Secretary 	 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	ET SUB-BERKSHIRE LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ET Berkshire, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ElderTrust, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	T. Richard Riney	 	 
	 

	 	 	 	 	 	Title:
	 	Associate Secretary	 	 







 


 











 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	ET BERKSHIRE, LLC
	 	 	ET SUB-HERITAGE WOODS, L.L.C.	 	 
	 	 	ET GENPAR, L.L.C.	 	 
	 	 	ET LEHIGH, LLC	 	 
	 	 	ET SANATOGA, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ElderTrust, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	T. Richard Riney	 	 
	 

	 	 	 	 	 	Title:
	 	Associate Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ET SUB-HIGHGATE, L.P.	 	 
	 	 	ET SUB-WOODBRIDGE, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ET GENPAR, L.L.C., its General Partner	 	 
	 	 	 	 	By:	 	ElderTrust, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	T. Richard Riney	 	 
	 

	 	 	 	 	 	Title:
	 	Associate Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ET SUB-LEHIGH LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ET Lehigh, LLC, its General Partner	 	 
	 	 	 	 	By:	 	ElderTrust, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	T. Richard Riney	 	 
	 

	 	 	 	 	 	Title:
	 	Associate 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:
	 	Associate Secretary	 	 





 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	ET SUB-SANATOGA LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	ET Sanatoga, LLC, its General Partner	 	 
	 	 	 	 	By:	 	ElderTrust, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	T. Richard Riney	 	 
	 

	 	 	 	 	 	Title:
	 	Associate 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:
	 	Associate 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 Associate 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 Associate 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 Associate Secretary	 	 





 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 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 Associate 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 Associate Secretary	 	 







 


 











 




	 	 	 	 	 
	 	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 Associate Secretary 	 
	 
	 	PSLT-ALS PROPERTIES I, LLC

PSLT-ALS PROPERTIES II, 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 Associate Secretary 	 



 


 









 





	 	 	 	 	 
	 	VTRLTH MAB I, LLC

VTRLTH MAB II, LLC

VSCRE HOLDINGS, LLC

UNITED REHAB REALTY HOLDING, LLC

BCC MARTINSBURG REALTY, LLC

BCC ONTARIO REALTY, LLC

BCC MEDINA REALTY, LLC

BCC WASHINGTON TOWNSHIP 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

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

KNOXVILLE NOMINEE LLC

KINGSPORT NOMINEE LLC

HENDERSONVILLE NOMINEE LLC

SAXONBURG NOMINEE LLC

LOYALSOCK NOMINEE LLC

IPC (MT) HOLDING LLC

AL (MT) HOLDING LLC

LEWISBURG NOMINEE LLC

LIMA NOMINEE LLC

XENIA NOMINEE LLC

CHIPPEWA NOMINEE LLC 

DILLSBURG NOMINEE LLC

 	 
	 	By:  
	/s/ T. Richard Riney
 	 
	 	 	Name:  	T. Richard Riney 	 
	 	 	Title:  	Executive Vice President, General

Counsel and Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate Secretary 	 
	 
	 	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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate 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 Associate Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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.

SZR WINDSOR INC.

SZR OAKVILLE INC.

VENTAS SSL VANCOUVER, INC.

SZR OF BURLINGTON INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ T. Richard Riney	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	T. Richard Riney	 	 
	 	 	 	 	Title:	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SZR ACQUISITIONS, LLC

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 Associate Secretary	 	 






 














 




	 	 	 	 	 	 
	 	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 Associate
Secretary 	 
	 		 	 	 	 
	 	VENTAS CENTER MOB, LLC
	 
	 
	 
	 		By:  	 Ventas MO Holdings, LLC
 	 
	 		 	 
	 		By:  	                  /s/ T. Richard Riney
 	 
	 		 	Name:  	T. Richard Riney 	 
	 		 	Title:  	Executive Vice President and Associate
Secretary 	 
	 		 	 	 	 
	 	VENTAS UNIVERSITY MOB, LLC

MAB PARENT LLC

 	 
	 		By:  	 Ventas MOB Holdings, LLC
 	 
	 		 	 
	 		By:  	
/s/ T. Richard Riney
 	 
	 		 	Name:  	T. Richard Riney 	 
	 		 	Title:  	Executive Vice President and Associate Secretary 	 
	 		 	 	 	 
	 	ET SUB-BELVEDERE LIMITED PARTNERSHIP, L.L.P.

 	 
	 		By:  	 ET Belvedere Finance, L.L.C., its General
 	 
	 		 	Partner 	 
	 		 	 
	 		By:  	                     /s/ T. Richard Riney
 	 
	 		 	Name:  	T. Richard Riney 	 
	 		 	Title:  	Associate Secretary 	 
	 		 	 	 	 
	 	ET SUB-DCMH LIMITED PARTNERSHIP, L.L.P.

 	 
	 		By:  	ET DCMH Finance, L.L.C., its General Partner
 	 
	 		 	 
	 		By:  	                     /s/ T. Richard Riney
 	 
	 		 	Name:  	T. Richard Riney 	 
	 		 	Title:  	Associate Secretary 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	ET SUB-POB I LIMITED PARTNERSHIP, L.L.P.

 	 
	 	By:  
	 ET POBI Finance, L.L.C., its General Partner
 	 
	 	 	 
	 	By:  
	                     /s/ T. Richard Riney
 	 
	 	 	Name:  	T. Richard Riney 	 
	 	 	Title:  	Associate Secretary 	 



 


 









 







	 	 	 	 	 
	ADMINISTRATIVE AGENT: 	BANK OF AMERICA, N.A.,
as Administrative Agent and as Cash Collateral Bank

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

as Issuing Bank and as Swingline Lender

 	 
	 	By:  	/s/ Amie L. Edwards
 	 
	 	 	Name:  	Amie L. Edwards 	 
	 	 	Title:  	Senior Vice President 	 
	 



 


 









 





	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION,

as a Lender

 	 
	 	By:  	/s/ Sarang R. Gadkari
 	 
	 	 	Name:  	Sarang R. Gadkari 	 
	 	 	Title:  	Vice President 	 
	 
	 	MERRILL LYNCH BANK USA,

as a Lender

 	 
	 	By:  	/s/ Sarang R. Gadkari
 	 
	 	 	Name:  	Sarang R. Gadkari 	 
	 	 	Title:  	Vice President 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF TAIWAN, LOS ANGELES BRANCH,

as a Lender

 	 
	 	By:  	/s/ Chwan-Ming Ho
 	 
	 	 	Name:  	Chwan-Ming Ho 	 
	 	 	Title:  	VP & General Manager 	 
	 



 


 









 





	 	 	 	 	 
	 	BANK OF THE WEST, as a Lender

 	 
	 	By:  	/s/ Marc R. Thompson
 	 
	 	 	Name:  	Marc R. Thompson 	 
	 	 	Title:  	Senior Vice President 	 
	 



 


 









 







	 	 	 	 	 
	 	BARCLAYS BANK, PLC,

as a Lender

 	 
	 	By:  	/s/ Noam Azachi
 	 
	 	 	Name:  	Noam Azachi 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 


 









 







	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ EP Paul
 	 
	 	 	Name:  	Eric J. Paul 	 
	 	 	Title:  	Senior Vice President 	 
	 



 


 









 





	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK, as a Lender

 	 
	 	By:  	/s/ David Cagle
 	 
	 	 	Name:  	David Cagle 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                       /s/ David J, Christiansen
 	 
	 	 	Name:  	David Christiansen 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 
	 	FIRST COMMERCIAL BANK, LOS ANGELES 

BRANCH, as a Lender

 	 
	 	By:  	/s/ Cliff Lin
 	 
	 	 	Name:  	Cliff Lin 	 
	 	 	Title:  	Vice President & General Manager 	 
	 



 


 









 







	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a Lender

 	 
	 	By:  	/s/ Allison O’Connor
 	 
	 	 	Name:  	Allison O’Connor 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


 









 







	 	 	 	 	 
	 	JEFFERIES FINANCE, LLC, as a Lender

 	 
	 	By:  	/s/ Carl A. Toriello
 	 
	 	 	Name:  	Carl A. Toriello 	 
	 	 	Title:  	Chief Risk Officer
Chief Operating Officer 	 
	 



 


 









 







	 	 	 	 	 
	 	RBS CITIZENS NA, as a Lender

 	 
	 	By:  	/s/ Donald Woods
 	 
	 	 	Name:  	Donald Woods 	 
	 	 	Title:  	SVP 	 
	 



 


 









 







	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a Lender

 	 
	 	By:  	/s/ Gordon MacArthur
 	 
	 	 	Name:  	Gordon MacArthur 	 
	 	 	Title:  	Authorized Signatory 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

as a Lender

 	 
	 	By:  	/s/ John Rowland
 	 
	 	 	Name:  	John Rowland 	 
	 	 	Title:  	Director 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF MONTREAL,

as a Lender

 	 
	 	By:  	/s/ Aaron Lanski
 	 
	 	 	Name:  	Aaron Lanski 	 
	 	 	Title:  	Director 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH,

as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Amy L. MacLearie
 	 
	 	 	Name:  	Amy L. MacLearie 	 
	 	 	Title:  	AVP 	 


 


 









 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender

 	 
	 	By:  	/s/ Douglas Weir
 	 
	 	 	Name:  	Douglas Weir 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                          /s/ Ming K. Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 


 


 









 






	 	 	 	 	 
	 	ALLIED IRISH BANKS, PLC,

as a Lender

 	 
	 	By:  	/s/ Anthony O’Reilly
 	 
	 	 	Name:  	Anthony O’Reilly 	 
	 	 	Title:  	SVP 	 
	 	 	 
	 	By:  	                        /s/ illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	CAPITAL ONE, N.A.,

as a Lender

 	 
	 	By:  	/s/ Frederick H. Denecke
 	 
	 	 	Name:  	Frederick H. Denecke 	 
	 	 	Title:  	Vice President 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	STATE BANK OF INDIA

as a Lender

 	 
	 	By:  	/s/ CS Setty
 	 
	 	 	Name:  	C Sreenivasulu Setty 	 
	 	 	Title:  	V.P. & Head (Syndications) 	 
	 



 


 









 







Schedule 1

to

Fourth Amendment




Released Credit Parties




AL (AP) HOLDING LLC

AL (HCN) HOLDING LLC

AL (MT) HOLDING LLC

ALLISON PARK NOMINEE LLC

ALLISON PARK NOMINEE LP

BCC ALTOONA REALTY GP, LLC

BCC ALTOONA REALTY, LLC

BCC ALTOONA REALTY, LP

BCC BERWICK REALTY GP, LLC

BCC BERWICK REALTY, LLC

BCC BERWICK REALTY, LP

BCC LEWISTOWN REALTY GP, LLC

BCC LEWISTOWN REALTY, LLC

BCC LEWISTOWN REALTY, LP

BCC MARTINSBURG REALTY, LLC

BCC MEDINA REALTY, LLC

BCC ONTARIO REALTY, LLC

BCC READING REALTY GP, LLC

BCC READING REALTY, LLC

BCC READING REALTY, LP

BCC SHIPPENSBURG REALTY, LLC

BCC STATE COLLEGE REALTY GP, LLC

BCC STATE COLLEGE REALTY, LLC

BCC STATE COLLEGE REALTY, LP

BCC WASHINGTON TOWNSHIP REALTY, LLC

BLC OF CALIFORNIA-SAN MARCOS, L.P.

BLOOMSBURG NOMINEE LLC

BLOOMSBURG NOMINEE LP

BROOKDALE HOLDINGS, LLC

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 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

CHIPPEWA NOMINEE LLC

CHIPPEWA NOMINEE LP

DILLSBURG NOMINEE LLC

DILLSBURG NOMINEE LP



 


 









 





EC HALCYON REALTY, LLC

EC TIMBERLIN PARC REALTY, LLC

ELDERTRUST

ET BELVEDERE FINANCE, L.L.C.

ET BERKSHIRE, LLC

ET CAPITAL CORP.

ET DCMH FINANCE, L.L.C.

ET GENPAR, L.L.C.

ET LEHIGH, LLC

ET PENNSBURG FINANCE, L.L.C.

ET POBI FINANCE, L.L.C.

ET SANATOGA, LLC

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

ET SUB-BERKSHIRE LIMITED PARTNERSHIP

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

ET SUB-HERITAGE WOODS, L.L.C.

ET SUB-HIGHGATE, L.P.

ET SUB-LEHIGH LIMITED PARTNERSHIP

ET SUB-LOPATCONG, L.L.C.

ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.

ET SUB-POB I LIMITED PARTNERSHIP, L.L.P.

ET SUB-SANATOGA LIMITED PARTNERSHIP

ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

ET SUB-WOODBRIDGE, L.P.

ET WAYNE FINANCE, L.L.C.

HENDERSONVILLE NOMINEE LLC

HENDERSONVILLE NOMINEE LP

IPC (AP) HOLDING LLC

IPC (HCN) HOLDING LLC

IPC (MT) HOLDING LLC

KINGSPORT NOMINEE LLC

KNOXVILLE NOMINEE LLC

LEBANON NOMINEE LLC

LEBANON NOMINEE LP

LEWISBURG NOMINEE LLC

LEWISBURG NOMINEE LP

LIMA NOMINEE LLC

LIMA NOMINEE LP

LOYALSOCK NOMINEE LLC

LOYALSOCK NOMINEE LP

MAB PARENT LLC

PSLT GP, LLC

PSLT OP, L.P.

PSLT-ALS PROPERTIES HOLDINGS, LLC

PSLT-ALS PROPERTIES I, LLC

PSLT-ALS PROPERTIES II, LLC

PSLT-BLC PROPERTIES HOLDINGS, LLC

RIVER OAKS PARTNERS

SAGAMORE HILLS NOMINEE LLC



 


 









 





SAGAMORE HILLS NOMINEE LP

SAXONBURG NOMINEE LLC

SAXONBURG NOMINEE LP

SHIPPENSBURG REALTY HOLDINGS, LLC

SZR ACQUISITIONS, LLC

SZR BURLINGTON INC.

SZR COLUMBIA LLC

SZR LINCOLN PARK LLC

SZR MARKHAM INC.

SZR MISSISSAUGA INC.

SZR NORTH HILLS LLC

SZR NORWOOD LLC

SZR OAKVILLE INC.

SZR RICHMOND HILL INC.

SZR ROCKVILLE LLC

SZR SAN MATEO LLC

SZR SCOTTSDALE, LLC

SZR US INVESTMENTS, INC.

SZR US UPREIT THREE, LLC

SZR WESTLAKE VILLAGE LLC

SZR WILLOWBROOK LLC

SZR WINDSOR INC.

SZR YORBA LINDA LLC

THE PONDS OF PEMBROKE LIMITED PARTNERSHIP

UNITED REHAB REALTY HOLDING, LLC

VCC HEALTHCARE FUND, LLC

VENTAS BROADWAY MOB, LLC

VENTAS CAPITAL CORPORATION

VENTAS CARROLL MOB, LLC

VENTAS CASPER HOLDINGS, LLC

VENTAS CENTER MOB, LLC

VENTAS DASCO MOB HOLDINGS, LLC

VENTAS EH HOLDINGS, LLC

VENTAS FRAMINGHAM, LLC

VENTAS GRANTOR TRUST #1

VENTAS GRANTOR TRUST #2

VENTAS HEALTHCARE CAPITAL, LLC

VENTAS HEALTHCARE PROPERTIES, INC.

VENTAS LP REALTY, L.L.C.

VENTAS MO HOLDINGS, LLC

VENTAS MOB HOLDINGS, LLC

VENTAS NEXCORE HOLDINGS, LLC

VENTAS OF VANCOUVER LIMITED

VENTAS PROVIDENT, LLC

VENTAS REIT US HOLDINGS, INC.

VENTAS SSL BEACON HILL, INC.

VENTAS SSL HOLDINGS, INC.

VENTAS SSL HOLDINGS, LLC

VENTAS SSL LYNN VALLEY, INC.



 


 









 





VENTAS SSL ONTARIO II, INC.

VENTAS SSL ONTARIO III, INC.

VENTAS SSL VANCOUVER, INC.

VENTAS SSL, INC.

VENTAS TRS, LLC

VENTAS UNIVERSITY MOB, LLC

VENTAS WESTERN HOLDINGS, LLC

VSCRE HOLDINGS, LLC

VTR AVISTA MOB, LLC

VTR DOB III MOB, LLC

VTR EBERLE MOB, LLC

VTRLTH MAB I, LLC

VTRLTH MAB II, LLC

XENIA NOMINEE LLC

XENIA NOMINEE LP