Second Amendment to Agreement Regarding Leases dated as of March 2, 2009




 Exhibit 10.2.4.5 
 SECOND AMENDMENT TO AGREEMENT REGARDING LEASES 
 (“Brookdale Provident Properties”) 
 THIS SECOND AMENDMENT TO AGREEMENT REGARDING LEASES (this
“Amendment”) is made and entered into this 2nd day of March, 2009, by and between PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“PSLT-BLC Holdings”), and BROOKDALE PROVIDENT
PROPERTIES, LLC, a Delaware limited liability company (“BLC Holdings”), and is joined herein for certain limited purposes by VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Westbury
Lessor”), BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company (“Westbury Lessee”), BROOKDALE PROVIDENT MANAGEMENT, LLC, a Delaware limited liability company
(“Manager”), VENTAS PROVIDENT, LLC, a Delaware limited liability company (“Ventas Provident”), successor-in-interest to Provident Senior Living Trust, a Maryland real estate investment trust, BROOKDALE
LIVING COMMUNITIES, INC., a Delaware corporation (“Guarantor”), the Provident Lessors (as defined below), and the Brookdale Lessees (as defined below). 
 R E C I T A L S: 
 WHEREAS, PSLT-BLC Holdings, BLC
Holdings and, for certain limited purposes, Manager, the Provident Lessors, the Brookdale Lessees and Ventas Provident (through Ventas Provident’s predecessor-in-interest), are parties to that certain Agreement Regarding Leases dated as of
October 19, 2004, which has been modified by that certain letter agreement, dated as of October 19, 2004, that certain letter agreement, dated as of March 28, 2005 (the “Second Letter Agreement”), and that certain
First Amendment to Agreement Regarding Leases, dated as of February 11, 2009 (as amended, the “Agreement”); 
 WHEREAS, Westbury Lessor, as landlord, and Westbury Lessee, as tenant, have entered into that certain Property Lease Agreement, dated of even date herewith (the “Westbury Lease”), pursuant to which Westbury Lessor leases to
Westbury Lessee, and Westbury Lessee leases from Westbury Lessor, that certain 82-bed skilled nursing facility commonly known as the Westbury Care Center (such facility, including the land on which it is located and any and all improvements thereon,
the “Westbury Facility”), which Westbury Facility is located at 1800 Robin Lane in Lisle, Illinois; and 
 WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings respectively given to such terms in the Agreement; and 
 WHEREAS, the parties wish to amend the Agreement as set forth in this Amendment. 
 NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. Recitals. The recitals set forth above are hereby incorporated into the body of this Amendment as if fully restated herein.

 2. Definitions. The following defined terms in the Agreement are hereby modified as follows: 
 2.1. “Provident Lessors” shall be modified to include Westbury Lessor, in addition to those entities already included in
the definition of such term. Accordingly, Westbury Lessor shall be a “Provident Lessor” under the Agreement. A revised list of those entities that are “Provident Lessors” is attached hereto as Exhibit A. 









 2.2. “Brookdale Lessees” shall be modified to include Westbury Lessee, in
addition to those entities already included in the definition of such term. Accordingly, Westbury Lessee shall be a “Brookdale Lessee” under the Agreement. A revised list of those entities that are “Brookdale Lessees” is
attached hereto as Exhibit B. 
 2.3. “Property Leases” shall be modified to include the Westbury Lease,
in addition to those leases already included in the definition of such term. Accordingly, the Westbury Lease shall be a “Property Lease” under the Agreement. 
 2.4. “Facilities” shall be modified to include the Westbury Facility, in addition to those facilities already included in the definition of such term. Accordingly, the Westbury Facility
shall be a “Facility” under the Agreement. A revised list of the Facilities is attached hereto as Exhibit C. 
 3. Rights and Obligations of Westbury Lessor. The parties hereto acknowledge and agree that (a) unlike the other Provident Lessors, PSLT-BLC Holdings does not own a beneficial interest in Westbury Lessor;
(b) notwithstanding PSLT-BLC Holdings’ lack of a beneficial interest in Westbury Lessor, Westbury Lessor shall still be deemed to be a “Provident Lessor” for all purposes under the Agreement, in accordance with Paragraph 2.1
above; (c) notwithstanding Westbury Lessor being deemed a “Provident Lessor” under the Agreement, any and all of PSLT-BLC Holdings’ rights (including, without limitation, consent rights) and obligations under the Agreement
shall also jointly apply and be extended to Westbury Lessor, which shall exercise such rights and fulfill such obligations with respect to the Westbury Facility, the Westbury Lease, and the Westbury Lessee, in addition to or in lieu of PSLT-BLC
Holdings’ exercise or fulfillment thereof; provided, however, the obligations of PSLT-BLC Holdings under the Agreement that shall hereafter apply to Westbury Lessor shall apply with respect to the Westbury Lease, the Westbury Lessee and the
Westbury Facility, only, and Westbury Lessor shall have no obligations whatsoever under the Agreement with respect to any other Property Leases or Facilities; and (d) PSLT-BLC Holdings and Westbury Lessor shall each, jointly or independently,
be entitled to exercise any of the rights granted to PSLT-BLC Holdings under the Agreement, except in the event the exercise of any such rights would affect or otherwise involve the Westbury Lease, the Westbury Lessee or Westbury Facility, in which
case Westbury Lessor must be involved (either independently or together with PSLT-BLC Holdings) in the exercise of any such rights, otherwise any such exercise shall be deemed ineffective. In addition, the parties hereto acknowledge and agree that
any notice and cure periods that apply to PSLT-BLC Holdings under the Westbury Lease shall also apply to Westbury Lessor. Subject to the last sentence of this Paragraph 3, if at any time after the date hereof, PSLT-BLC Holdings and Westbury
Lessor are no longer Affiliates, then PSLT-BLC Holdings and Westbury Lessor shall, in all instances in which they owe obligations to BLC Holdings hereunder, act jointly in fulfilling such obligations, and neither shall take any position, or refuse
to consent, where such position or refusal shall have the effect of depriving BLC Holdings of its rights hereunder solely because PSLT-BLC Holdings and Westbury Lessor are separate entities and PSLT-BLC Holdings does not hold the ownership interests
in Westbury Lessor, it being the intent of the parties that BLC Holdings shall not be adversely affected as a result thereof in any manner. Notwithstanding the foregoing, in the event PSLT-BLC Holdings and/or Westbury Lessor have/has any reason, in
their/its sole, but reasonable, discretion, for taking a position or refusing to consent with respect to any matters involving the rights of BLC Holdings under the Agreement, PSLT-BLC Holdings and/or Westbury Lessor shall not be prevented from doing
so, regardless of the effect, adverse or otherwise, it may have on BLC Holdings under the Agreement. 








 4. Facility Management Agreement. The parties hereto acknowledge and agree
that (a) the Westbury Facility is not subject to a Facility Management Agreement; and (b) until such time, if ever, as the Westbury Facility is subject to a Facility Management Agreement, (1) there shall be no Facility Management
Agreement to terminate for the Westbury Facility in the event of a Management Termination Event, (2) there shall be no payments due and owing to Manager in connection with the Westbury Facility, and (3) BLC Holdings shall have no right to
cause Westbury Lessee to terminate the Westbury Lease pursuant to Paragraph 28(c) of the Agreement. The lack of a Facility Management Agreement for the Westbury Facility shall otherwise have no implications with respect to the Agreement. In
accordance with the terms of this Paragraph and Paragraph 3 above, notwithstanding that there is no Facility Management Agreement for the Westbury Facility, Westbury Lessor shall be entitled to exercise, either jointly with PSLT-BLC Holdings
or independently, all rights and remedies granted to PSLT-BLC Holdings under the Agreement, including, without limitation, those remedies granted to PSLT-BLC Holdings in the event of a Management Termination Event under Paragraph 28(b) of the
Agreement. 
 5. Mandatory Capital Additions. The parties hereto acknowledge and agree that the terms of Paragraph
5 of the Agreement addressing Mandatory Capital Additions and Mandatory Capital Addition Allowances shall not apply to the Westbury Lease or the Westbury Facility and any Capital Additions (and Non-Capital Additions, as defined in the Westbury
Lease) made to the Westbury Facility shall be governed by Paragraph 11 of the Westbury Lease (and any other applicable provisions of the Westbury Lease), only. 
 6. Brookdale Requested Refinancings. The parties hereto acknowledge and agree that Westbury Lessee does not have the right, under the Westbury Lease, the Agreement, or otherwise, to request
a Brookdale Requested Refinancing with respect to the Westbury Facility. Accordingly, Paragraph 12(c) shall not apply to the Westbury Facility, and the references to the terms “Brookdale Requested Refinancing,” “Brookdale Requested
Refinancing Basis,” and “Brookdale Requested Second Financing Basis” in Paragraphs 12(d) and (e) of the Agreement shall not be relevant to the Westbury Lease or the Westbury Facility. 
 7. Right of First Refusal. The parties hereto acknowledge and agree that the terms of the Right of First Refusal granted to
BLC Holdings under Schedule A of the Second Letter Agreement shall apply to the Westbury Facility. Accordingly, in the event Westbury Lessor shall receive an Offer (as defined in Schedule A of the Second Letter Agreement) to purchase the Westbury
Facility, the Westbury Facility shall be deemed a “Purchase Notice Facility” (as defined in Schedule A of the Second Letter Agreement), and Westbury Lessor and BLC Holdings shall thereafter observe all of the terms and conditions required
to be followed by PSLT-BLC Holdings and BLC Holdings, respectively, under Schedule A of the Second Letter Agreement. 
 8.
Limitation of Westbury Lessor’s Liability. Without limitation of the terms of Paragraph 11 of the Agreement, if BLC Holdings is awarded a money judgment against Westbury Lessor, then BLC Holdings’ sole recourse for satisfaction
of such judgment shall be limited to execution against Westbury Lessor’s ownership interest in the Westbury Facility. 








 9. Notices. The addresses for Notices provided in Paragraph 15 of the
Agreement are hereby deleted in their entirety and replaced with the following: 
  

			
	If to BLC Holdings:	  	Brookdale Provident Properties, LLC
		  	c/o Brookdale Senior Living, Inc.
		  	111 Westwood Place, Suite 200
		  	Brentwood, Tennessee 37027
		  	Attention: T. Andrew Smith, Esq.
		  	Facsimile: (615) 564-8204
		
	with a copy to:	  	Brookdale Senior Living, Inc.
		  	6737 W. Washington Street, Suite 2300
		  	Milwaukee, Wisconsin 53214
		  	Attention: Eric W. Hoaglund, Esq.
		  	Facsimile: (414) 918-5054
		
	and to:	  	Rogers & Hardin LLP
		  	2700 International Tower, Peachtree Center
		  	229 Peachtree Street, N.E.
		  	Atlanta, Georgia 30303-1601
		  	Attention: Miriam J. Dent
		  	Facsimile: (404) 525-2224
		
	 If to PSLT-BLC Holdings
 and/or
Westbury Lessor:
	  	
		  	PSLT-BLC Properties Holdings, LLC
		  	c/o Ventas, Inc.
		  	10350 Ormsby Park Place, Suite 300
		  	Louisville, Kentucky 40223
		  	Attention: Lease Administration
		  	Facsimile: (312) 660-3850
		
	with a copy to:	  	Ventas, Inc.
		  	10350 Ormsby Park Place, Suite 300
		  	Louisville, Kentucky 40223
		  	Attention: General Counsel
		  	Facsimile: (502) 357-9001
		
	and to:	  	Barack Ferrazzano Kirschbaum & Nagelberg LLP
		  	200 West Madison Street, Suite 3900
		  	Chicago, Illinois 60606
		  	Attention: Douglas W. Anderson
		  	Facsimile: (312) 984-3150

 10.
Paragraph Numbering in the Westbury Lease. PSLT-BLC Holdings and BLC Holdings acknowledge that the manner in which the subparagraphs are numbered in the Westbury Lease slightly differs from the manner in which the corresponding
subparagraphs are numbered in the other Property Leases. In the Westbury Lease, each subparagraph is designated “.1,” “.2,” and so on, as opposed to the other Property Leases, in which each corresponding subparagraph is
designated “(a),” (b),” and so on. PSLT-BLC Holdings and BLC Holdings agree that all references in the Agreement to subparagraphs in the Property Leases shall be deemed to refer to the corresponding subparagraph in the Westbury Lease.
By way of example, the reference to “Paragraph 25(d) of the Property Leases” in Paragraph 10 of the Agreement shall be deemed to refer, with respect to the Westbury Lease, only, to “Paragraph 25.4” (i.e., the
corresponding subparagraph of the Westbury Lease), instead of “Paragraph 25(d).” As a further example, the reference to “Paragraph 18(a)(xiv) of each of the Property Leases” in Paragraph 12(a) of the Agreement shall be deemed to
refer, with respect to the Westbury Lease, only, to “Paragraph 18.1(xiv)” (i.e., the corresponding subparagraph of the Westbury Lease), instead of “Paragraph 18(a)(xiv).” 








 11. Full Force and Effect. Except as otherwise expressly provided herein, the
Agreement shall be and remain in full force and effect in accordance with its terms. 
 12. Counterparts. This
Amendment may be executed in one or more multiple counterparts, all of which, when taken together shall constitute one and the same instrument. 
 13. Facsimile; Email. Executed versions of this Amendment may be delivered by the parties via facsimile or email, either or both of which shall constitute delivery of an original.

 14. Severability. The provisions hereof shall be deemed independent and severable, and the invalidity or
enforceability of any one provision shall not affect the validity or enforceability of any other provision hereof. 
 15.
Conflicts. If any of the terms, covenants or conditions of this Amendment conflict with the terms, covenants or conditions of the Agreement, the terms, covenants and conditions of this Amendment shall control. From and after the date of
this Amendment, references to the “Agreement” shall mean the Agreement as amended by this Amendment. 
 [REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK] 








 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date
first above written. 
  

											
	PSLT-BLC HOLDINGS:
	
	 PSLT-BLC PROPERTIES HOLDINGS, LLC,
 a Delaware limited liability company

		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
			
		 	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
				
		 		 	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
					
		 		 		 	By:	 	 /S/ T. Richard Riney

		 		 		 	Name:	 	T. Richard Riney
		 		 		 	Its:	 	Executive Vice President/ Corporate Secretary
	
	BLC HOLDINGS:
	
	BROOKDALE PROVIDENT PROPERTIES, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary










 JOINDER BY WESTBURY LESSOR 
 Westbury Lessor joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment, and (b) the right
of BLC Holdings to exercise the Renewal Terms and agreeing that any exercise of the applicable Renewal Term(s) by BLC Holdings in accordance with the terms of Paragraph 3(b) of the Agreement shall constitute an exercise by Westbury Lessee of such
Renewal Term(s) in accordance with the terms of Paragraph 4.2 of the Westbury Lease. 
  

			
	WESTBURY LESSOR:
	
	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a Delaware limited partnership

		
	By:	 	Ventas, Inc., a Delaware corporation, its general partner
		
	By:	 	 /S/ T. Richard Riney

	Name:	 	T. Richard Riney
	Its:	 	 Executive Vice President/
 Corporate Secretary



  








 JOINDER BY WESTBURY LESSEE 
 Westbury Lessee joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment, (b) that if an
Event of Default (as defined in the Westbury Lease) has occurred and is continuing, Westbury Lessor and PSLT-BLC Holdings shall have the right to exercise their remedies set forth in the Agreement, and (c) the provisions of Paragraph 3(b) of
the Agreement with respect to the right of BLC Holdings to exercise the Renewal Terms and agreeing that any exercise of the applicable Renewal Term(s) by BLC Holdings in accordance with the terms of Paragraph 3(b) of the Agreement shall be binding
upon the Westbury Lease and shall constitute an exercise of such Renewal Term(s) in accordance with the terms of Paragraph 4.2 of the Westbury Lease. 
  

			
	WESTBURY LESSEE:
	
	BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary










 JOINDER BY MANAGER 
 Manager joins into this Amendment for the limited purposes of acknowledging the foregoing terms of this Amendment. 
  

			
	MANAGER:
	
	BROOKDALE PROVIDENT MANAGEMENT,
LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary










 JOINDER BY VENTAS PROVIDENT 
 Ventas Provident joins into this Amendment for the limited purposes of acknowledging the foregoing terms of this Amendment and, in particular, for
acknowledging the impact that the expansion of the defined terms in Paragraph 2 of this Amendment will have on Paragraph (c) of Schedule A to the Second Letter Agreement. 
  

			
	VENTAS PROVIDENT:
	
	VENTAS PROVIDENT, LLC, a Delaware limited
liability company
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	 Executive Vice President/
 Corporate Secretary



  








 JOINDER BY GUARANTOR 
 Guarantor joins into this Amendment for the limited purposes of acknowledging (a) the foregoing terms of this Amendment including, without limitation, the impact that the expansion of the defined
terms in Paragraph 2 of this Amendment will have on the Guaranteed Obligations (as defined in the Guaranty), and (b) that the Guaranteed Obligations shall remain unmodified (except to the extent such Guaranteed Obligations are modified by the
foregoing terms of this Amendment) and continue until such time as the Guaranty terminates. 
  

			
	GUARANTOR:
	
	 BROOKDALE LIVING COMMUNITIES, INC.,
 a Delaware corporation

		
	By:	 	             /S/ Eric W.
Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary










 JOINDER BY PROVIDENT LESSORS 
 In addition to Westbury Lessor, which has already executed this Amendment above, each of the Provident Lessors joins into this Amendment for the limited
purpose of acknowledging the foregoing terms of this Amendment. 
  

											
	PROVIDENT LESSORS:
	
	PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
			
		 	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
				
		 		 	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
					
		 		 		 	By:	 	 /S/ T. Richard Riney

		 		 		 	Name:	 	T. Richard Riney
		 		 		 	Its:	 	 Executive Vice President/
 Corporate Secretary

	
	BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
			
		 	By:	 	 /S/ T. Richard Riney

		 	Name:	 	T. Richard Riney
		 	Its:	 	 Executive Vice President/
 Corporate Secretary



  









			
	BROOKDALE LIVING COMMUNITIES OF
CALIFORNIA-RC, LLC, a Delaware limited
liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	 Executive Vice President/
 Corporate Secretary

	
	BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	 Executive Vice President/
 Corporate Secretary



  









			
	 BLC OF CALIFORNIA-SAN MARCOS, L.P.,
 a Delaware limited liability company

		
	By:	 	Brookdale Living Communities of California-San Marcos, LLC, a Delaware limited liability company, its general partner
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary
	
	BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Manager











			
	BROOKDALE LIVING COMMUNITIES OF
FLORIDA-CL, LLC, a Delaware limited liability
company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary
	
	BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary











			
	BROOKDALE LIVING COMMUNITIES OF
ILLINOIS-HV, LLC, a Delaware limited liability
company
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Manager
	
	RIVER OAKS PARTNERS, an Illinois general partnership
		
	By:	 	Brookdale Holdings, LLC, a Delaware limited liability company, its general partner
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary


  









			
	BROOKDALE LIVING COMMUNITIES OF
ILLINOIS-HOFFMAN ESTATES, LLC, a
Delaware limited liability company
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Manager
	
	THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois general partnership
		
	By:	 	Brookdale Holdings, LLC, a Delaware limited liability company, its general partner
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary











			
	BROOKDALE LIVING COMMUNITIES OF
ILLINOIS-II, LLC, a Delaware limited liability
company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary
	
	BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary











			
	BROOKDALE LIVING COMMUNITIES OF
MINNESOTA, LLC, a Delaware limited liability
company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary
	
	BROOKDALE LIVING COMMUNITIES OF NEW JERSEY, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary











			
	BROOKDALE LIVING COMMUNITIES OF
NEW YORK-GB, LLC, a Delaware limited liability
company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary
	
	BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware limited liability company
		
	By:	 	PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, its sole member
		
	By:	 	PSLT OP, L.P., a Delaware limited partnership, its sole member
		
	By:	 	PSLT GP, LLC, a Delaware limited liability company, its sole general partner
		
	By:	 	Ventas Provident, LLC, a Delaware limited liability company, its sole member
		
	By:	 	             /S/ T. Richard
Riney

	Name:	 	T. Richard Riney
	Its:	 	Executive Vice President/
		 	Corporate Secretary


  








 JOINDER BY BROOKDALE LESSEES 
 In addition to Westbury Lessee, which has already executed this Amendment above, each of the Brookdale Lessees joins into this Amendment for the limited
purpose of acknowledging the foregoing terms of this Amendment. 
  

			
	BROOKDALE LESSEES:
	
	BLC-SPRINGS AT EAST MESA, LLC, a
Delaware limited liability company
		
	By:	 	             /S/ Eric W.
Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership
		
	By:	 	BLC-Woodside Terrace, LLC, a Delaware limited liability company
		
	By:	 	             /S/ Eric W.
Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-ATRIUM OF SAN JOSE, L.P., a Delaware limited partnership
		
	By:	 	BLC-Atrium of San Jose, LLC, a Delaware limited liability company
		
	By:	 	             /S/ Eric W.
Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary











			
	BLC-BROOKDALE PLACE OF SAN MARCOS,
L.P., a Delaware limited partnership
		
	By:	 	BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-CHATFIELD, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC., a Delaware corporation
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-THE HALLMARK, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary











			
	BLC-KENWOOD OF LAKE VIEW, LLC, a
Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-THE HERITAGE OF DES PLAINES, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-DEVONSHIRE OF HOFFMAN ESTATES, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-DEVONSHIRE OF LISLE, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-THE WILLOWS, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary











			
	BLC-HAWTHORNE LAKES, LLC, a Delaware
limited liability company
		
	By:	 	 /S/ Eric Hoaglund

	Name:	 	Eric Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-THE BERKSHIRE OF CASTLETON, L.P., a Delaware limited partnership
		
	By:	 	BLC-The Berkshire of Castleton, LLC, a Delaware limited liability company, its general partner
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	
	
	BLC-EDINA PARK PLAZA, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-BRENDENWOOD, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary











			
	BLC-PONCE DE LEON, LLC, a Delaware limited
liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-THE GABLES AT BRIGHTON, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary
	
	BLC-PARK PLACE, LLC, a Delaware limited liability company
		
	By:	 	 /S/ Eric W. Hoaglund

	Name:	 	Eric W. Hoaglund
	Its:	 	Assistant Secretary










 Exhibit A 
 Provident Lessors 
 Brookdale Living Communities of Arizona-EM, LLC

 Brookdale Living Communities of California-RC, LLC 
 Brookdale Living Communities of California, LLC 
 BLC of California-San Marcos, L.P. 
 Brookdale Living Communities of Connecticut, LLC 
 PSLT-BLC Properties Holdings, LLC, successor to Brookdale Living Communities of Connecticut-WH, LLC 
 Brookdale Living Communities of
Florida, LLC 
 Brookdale Living Communities of Illinois-2960, LLC 
 Brookdale Living Communities of Illinois-HV, LLC 
 River Oaks Partners 
 Brookdale Living Communities of Illinois-Hoffman Estates, LLC 
 The Ponds of Pembroke Limited Partnership 
 PSLT-BLC Properties Holdings, LLC, successor to
Brookdale Living Communities of Illinois-HLAL, LLC 
 Brookdale Living Communities of Illinois-II, LLC 
 PSLT-BLC Properties Holdings, LLC, successor to BLC of Indiana-OL, L.P. 
 Brookdale Living Communities of Massachusetts-RB, LLC 
 Brookdale Living Communities of Minnesota,
LLC 
 Brookdale Living Communities of New Jersey, LLC 
 PSLT-BLC Properties Holdings, LLC, successor to Brookdale Living Communities of New Mexico-SF, LLC 
 Brookdale Living Communities of New York-GB, LLC 
 Brookdale Living Communities of Washington-PP, LLC 
 Ventas Realty, Limited Partnership 








 Exhibit B 
 Brookdale Lessees 
 BLC-Springs at East Mesa, LLC BLC-Woodside
Terrace, L.P. 
 BLC-Atrium of San Jose, L.P. 
 BLC-Brookdale of San Marcos, L.P. 
 BLC-Gables at Farmington, LLC 
 BLC-Chatfield, LLC 
 Brookdale Living Communities of Florida, Inc. 
 BLC-The Hallmark, LLC 
 BLC-Kenwood of Lake View,
LLC 
 BLC-The Heritage of Des Plaines, LLC 
 BLC-Devonshire of Hoffman Estates, LLC 
 BLC-Devonshire of Lisle, LLC 
 BLC-The Willows, LLC 
 BLC-Hawthorne Lakes, LLC 
 BLC-The Berkshires of Castleton, L.P. 
 BLC-River
Bay Club, LLC 
 BLC-Edina Park Plaza, LLC 
 BLC-Brendenwood, LLC 
 BLC-Ponce de Leon, LLC 
 BLC-The Gables at Brighton, LLC 
 BLC-Park Place, LLC 
 Brookdale Living Communities of Illinois-DNC, LLC 








 Exhibit C 
 Facilities 
  

							
	 PROPERTY
NAME
	  	 STATE
	  	 CITY
	  	 COUNTY

	1. The Springs of East Mesa	  	Arizona	  	Mesa	  	Maricopa
				
	2. Woodside Terrace	  	California	  	Redwood City	  	San Mateo
				
	3. The Atrium	  	California	  	San Jose	  	Santa Clara
				
	4. Brookdale Place at San Marcos	  	California	  	San Marcos	  	San Diego
				
	5. The Gables at Farmington	  	Connecticut	  	Farmington	  	Hartford
				
	6. Chatfield	  	Connecticut	  	West Hartford	  	Hartford
				
	7. The Classic at West Palm Beach	  	Florida	  	West Palm Beach	  	Palm Beach
				
	8. The Hallmark	  	Illinois	  	Chicago	  	Cook
				
	9. The Kenwood of Lake View	  	Illinois	  	Chicago	  	Cook
				
	10. The Heritage of Des Plaines	  	Illinois	  	Des Plaines	  	Cook
				
	11. The Devonshire of Hoffman Estates	  	Illinois	  	Hoffman Estates	  	Cook
				
	12. The Devonshire of Lisle	  	Illinois	  	Lisle	  	DuPage
				
	13. Westbury Care Center	  	Illinois	  	Lisle	  	DuPage
				
	14. The Willows	  	Illinois	  	Vernon Hills	  	Lake
				
	15. Hawthorn Lakes	  	Illinois	  	Vernon Hills	  	Lake
				
	16. The Berkshire of Castleton	  	Indiana	  	Indianapolis	  	Marion
				
	17. River Bay Club	  	Massachusetts	  	Quincy	  	Norfolk
				
	18. Edina Park Plaza	  	Minnesota	  	Edina	  	Hennepin
				
	19. Brendenwood	  	New Jersey	  	Voorhees	  	Camden
				
	20. Ponce de Leon	  	New Mexico	  	Santa Fe	  	Santa Fe
				
	21. The Gables at Brighton	  	New York	  	Rochester	  	Monroe
				
	22. Park Place	  	Washington	  	Spokane	  	Spokane