Letter Agreement dated April 4, 2008




 Exhibit 10.2.4.3 
 April 4, 2008 
 Brookdale Provident Properties, LLC, 
 c/o Brookdale Senior Living, Inc. 
 111 Westwood
Place, Suite 200 
 Brentwood, TN 37027 
 Attention: President 
 c/o Brookdale Senior Living, Inc. 
 111 Westwood Place, Suite 200 
 Brentwood, TN 37027 
 Attention: General Counsel 
 RE:
Agreement Regarding Leases and Property Lease Agreements 
 Ladies and Gentlemen: 
 Reference is hereby made to that certain Agreement Regarding Leases, dated as of October 19, 2004, (as amended by that certain Side
Letter Agreement dated March 28, 2005, and that certain Side Letter Agreement dated October 19, 2004, and as may be further amended, modified or supplemented, the “ARL”) by and between PSLT-BLC Properties Holdings, LLC
(“PSLT-BLC”; PSLT-BLC, collectively with the Provident Lessors described below shall be known as the “PSLT-BLC Parties”) and Brookdale Provident Properties, LLC (“Brookdale Provident”; Brookdale
Provident, collectively with the Brookdale Lessees as described below shall be known as the “Brookdale Provident Parties”). PSLT-BLC Properties Holdings, LLC is the owner of the beneficial interest in those certain entities listed
on Exhibit A attached hereto and made apart hereof (each a “Provident Lessor” and collectively referred to herein as the “Provident Lessors”). Brookdale Provident Properties, LLC is the owner of the beneficial
interest in those certain entities listed on Exhibit B attached hereto and made a part hereof (each a “Brookdale Lessee” and collectively the “Brookdale Lessees”). Each of the Provident Lessors, as Lessor, has
entered into a property lease agreement dated as of October 19, 2004 (each a “Property Lease”, and collectively, the “Property Leases”) with one of the Brookdale Lessees, as Lessee, for senior housing and/or
assisted living and/or independent living facilities as more particularly described on Exhibit C attached hereto. Capitalized terms not defined herein shall have the meanings given to them under the Property Leases and the ARL. 








 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the PSLT-BLC Parties and the Brookdale Provident Parties, each intending to be legally bound, hereby agree as follows: 
  

	 	1.	Notwithstanding anything to the contrary contained in the Property Leases or the ARL to the contrary, from and after March 31, 2008, the PSLT-BLC Parties and their
Affiliates, as applicable, shall have no duty or obligation to hold the Deposited Funds in segregated accounts or invest the Deposited Funds in any manner whatsoever. For the avoidance of doubt, from and after March 31, 2008, the PSLT-BLC
Parties and their Affiliates, as applicable, shall be permitted to commingle the Deposited Funds with any of their Affiliates’ other funds and may utilize the funds as, when and in the manner determined in their sole discretion, including
without limitation, to pay down indebtedness of the PSLT-BLC Parties or any of their Affiliates. 

  

	 	2.	 From and after April 1, 2008, the average aggregate daily amount of the Security Deposit (excluding any cash or other amounts held by any Facility
Mortgagee) will be deemed to accrue interest at the Deposited Funds Rate. The “Deposited Funds Rate” with respect to any given calendar month shall mean a per annum rate equal to (a) the yield for the thirty to forty-four (30-44) day
commercial paper rate at constant maturities on the last Friday ended in the prior month, as such rate is reported in the Wall Street Journal, plus (b) twenty-five (25) basis points (0.25%). Within fifteen (15) days after the end of
each calendar quarter, the PSLT-BLC Parties shall deliver the calculation of the Deposited Funds Rate for each month during that preceding period, which shall be deemed correct, absent manifest error. Such accrued interest shall be paid to Brookdale
Provident on the 15th day after the end of each Lease
Year. Any such accrued interest shall be prorated with respect to any partial calendar month occurring during the Term. Notwithstanding anything to the contrary contained in this Letter Agreement, any Deposited Funds held by a Facility Mortgagee
shall continue to accrue interest as set forth in Section 54 and Section 55 of the Property Leases, and interest on such amounts shall continue to be paid to the Brookdale Provident Parties as provided therein.



  

	 	3.	Amendment. In the event of a conflict between the Property Leases and the ARL, on the one hand, and this Letter Agreement, on the other hand, this Letter Agreement
shall control. 

  

	 	4.	Property Leases and ARL Remain In Effect; No Waiver. Except as expressly modified by this Letter Agreement, all of the terms, covenants, agreements, conditions and
other provisions of the Property Leases and ARL shall remain in full force and effect in accordance with their respective terms. No waiver of any of the provisions of the Property Leases or ARL contained herein shall be deemed or shall constitute a
waiver of any other provision of the Property Leases (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. 

  

	 	5.	Counterparts; Facsimile. This Letter Agreement may be executed in one or more counterparts, and signature pages may be delivered by facsimile, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. 










	 	6.	Governing Law. This Letter Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York, irrespective of the
principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. Any legal action, suit or proceeding arising out of or relating to this Letter Agreement
shall be instituted in any federal court or in any state court located in the Commonwealth of Kentucky, and each party hereto hereby waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit
or proceeding, and hereby irrevocably and unconditionally submits to the jurisdiction of any such court. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party hereto if given
as provided pursuant to the terms of the Property Leases or the ARL, as applicable. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by applicable law. 


Please execute this Letter Agreement where indicated below and return the fully executed copy to c/o Caron Curley, Ventas Healthcare Properties, Inc.,
111 South Wacker Dr., Suite 4800, Chicago, Illinois 60606. 









											
	Very truly yours,
	
	PLST-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 sold general partner



											
				
		 		 	By:	 	 Provident Senior Living Trust,
 a Maryland real estate
 investment trust, it sole member

			
		 	By:	 	 /S/        T. Richard
Riney

		 		 	T. Richard Riney
		 		 	Executive Vice President and
		 		 	General Counsel
	
	BROOKDALE PROVIDENT PROPERTIES, LLC
	a Delaware limited liability company
			
		 	By:	 	 /S/

		 		 	Name:	 		 		 	
		 		 	Title:	 	Executive Vice President










 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 
 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 
 Brookdale Living Communities of Illinois-HLAL, LLC 
 Brookdale Living Communities of Illinois-II, LLC 
 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 
 Brookdale Living Communities of
New Mexico-SF, LLC 
 Brookdale Living Communities of New York-GB, LLC 
 Brookdale Living Communities of Washington-PP, LLC 








 EXHIBIT B 
 Provident Lessees 
 BLC-Springs at East Mesa, LLC

 BLC-Woodside Terrace, L.P. 
 BLC-Atrium of San Jose, L.P. 
 BLC-Brookdale Place 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 Berkshire 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 








 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.	  	The Willows	  	Illinois	  	Vernon Hills	  	Lake
	14.	  	Hawthorn Lakes	  	Illinois	  	Vernon Hills	  	Lake
	15.	  	The Berkshire of Castleton	  	Indiana	  	Indianapolis	  	Marion
	16.	  	River Bay Club	  	Massachusetts	  	Quincy	  	Norfolk
	17.	  	Edina Park Plaza	  	Minnesota	  	Edina	  	Hennepin
	18.	  	Brendenwood	  	New Jersey	  	Voorhees	  	Camden
	19.	  	Ponce de Leon	  	New Mexico	  	Santa Fe	  	Santa Fe
	20.	  	The Gables at Brighton	  	New York	  	Rochester	  	Monroe
	21.	  	Park Place	  	Washington	  	Spokane	  	Spokane