ex10_243.htm


    
      

    

    Exhibit
      10.24.3

    


    [Twelve
      Oaks East, Texas]

    [Twelve
      Oaks Irving, Texas]

    


    


    SECOND
      AMENDMENT TO AMENDED

    AND
      RESTATED MASTER LEASE

    


    THIS
      SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
      made
      and entered into as of December 21, 2005, and deemed effective as of December
      22, 2005 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS,
      INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited
      liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware
      limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC, a Delaware limited
      liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall
      be referred to herein, collectively, as their interests may appear, as
      "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware limited
      liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California
      corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey
      limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE, INC.,
      a
      Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC., a
      Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT PRINCE WILLIAM, INC.,
      a Delaware corporation ("Prince William Inc."), SUMMERVILLE AT STAFFORD, L.L.C.,
      a New Jersey limited liability company ("Stafford LLC"), SUMMERVILLE AT
      VOORHEES, L.L.C., a New Jersey limited liability company ("Voorhees LLC"),
      SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation ("Westminster Inc."),
      SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited liability company
      ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware limited liability
      company ("Ocala West LLC"), SUMMERVILLE AT CY­FAIR ASSOCIATES, L.P., a
      Delaware limited partnership ("Cy-Fair LP"), SUMMERVILLE AT FRIENDSWOOD
      ASSOCIATES, L.P., a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE
      AT NEW PORT RICHEY, LLC, a Delaware limited liability company ("New Port Richey
      LLC"), SUMMERVILLE AT LAKELAND, LLC, a Delaware limited liability company
      ("Lakeland LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited liability
      company ("St. Augustine LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware
      limited liability company ("Ocala East LLC"), SUMMERVILLE AT VENICE, LLC, a
      Delaware limited liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND
      HILLS
      ASSOCIATES, L.P., a Delaware limited partnership ("Lakeland Hills LP"), and
      SUMMERVILLE AT IRVING ASSOCIATES, L.P., a Delaware limited partnership ("Irving
      LP") (LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port Orange Inc.,
      Prince William Inc., Stafford LLC, Voorhees LLC, Westminster Inc., Pinellas
      LLC,
      Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Richey LLC, Lakeland LLC,
      St. Augustine LLC, Ocala East LLC, Venice LLC, Lakeland Hills LP, and Irving
      LP
      shall be collectively, and jointly and severally, referred to herein as
      "Lessee"), on the other hand, with respect to the following:

    


    RECITALS

    


    A.             Lessor,
      as "Lessor," and LHAL LLC, Cobbco Inc., Hillsborough LLC,Ocoee Inc., Port Orange
      Inc., Prince William Inc., Stafford LLC, Voorhees LLC, Westminster Inc.,
      Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Richey LLC,
      Lakeland LLC, St. Augustine LLC, Ocala East LLC, and Venice LLC (collectively,
      and jointly and severally, "Current Lessee"), as "Lessee", are parties to that
      certain Amended and Restated Master Lease dated as of April 20, 2005 (the
      "Original Master Lease"), as amended by that certain First Amendment to Amended
      and Restated Master Lease dated as of September 1, 2005 (the "First Amendment,"
      and together with the Original Master Lease, the "Master Lease"), covering
      the
      Leased Property of nineteen (19) mixed skilled nursing and assisted living
      care
      Facilities located in California, Connecticut, Florida, Maryland, New Jersey,
      Texas and Virginia. All capitalized terms used in this Amendment and not
      otherwise defined or modified herein shall have the meanings assigned to such
      terms in the Master Lease.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    B.            Pursuant
      to the terms of that certain Guaranty of Obligations dated as of April 20,
      2005
      (as the same has been or may hereafter be amended or reaffirmed from time to
      time in writing, the "Guaranty"), made by Summerville Senior Living, Inc.,
      a
      Delaware corporation ("Guarantor") in favor of Lessor, Guarantor guaranteed
      the
      obligations of Current Lessee under the Master Lease, all as more particularly
      described therein.

    


    C.            Texas
      HCP, as Buyer, and Guarantor, as Seller, have entered into to that certain
      Contract of Acquisition of even date herewith (as the same may be amended or
      modified in accordance with the terms thereof, the "Group 5 Facilities Contract
      of Acquisition"), pursuant to which Texas HCP is purchasing and acquiring from
      Guarantor (or pursuant to which Guarantor is causing to be transferred and
      conveyed to Texas HCP) on and effective as of the Effective Date, the
      following:

    


    (i)            the
      real property located in Dallas, Texas and more particularly described on
Exhibit A-20 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Twelve Oaks East Facility"); and

     

    (ii)           the
      real property located in Irving, Texas and more particularly described on
Exhibit A-21 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Twelve Oaks Irving Facility").

    


    The
      Twelve Oaks East Facility and the Twelve Oaks Irving Facility are sometimes
      referred to herein, individually, as a "Group 5 Facility," and collectively,
      as
      the "Group 5 Facilities."

    


    D.             Effective
      immediately upon the Effective Date and Closing Date (as defined in the Group
      5
      Facilities Contract of Acquisition), Lessor desires to add to the Leased
      Property and lease to Lessee, and Lessee desires to lease from Lessor, the
      Group
      5 Facilities, and each of them, upon the terms and conditions set forth in
      the
      Master Lease, as amended by this Amendment.

    


    G.             Lessor
      and Lessee desire to enter into this Amendment to effectuate thematters set
      forth in the above Recitals, all as more particularly described
      herein.


    
      
        
        

      

      
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    AMENDMENT

    


    NOW
      THEREFORE, in consideration of the foregoing Recitals and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Lessor and Lessee hereby agree as follows:

    


    1.            Leasing.
      Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the
      Leased Property of the Group 5 Facilities upon all of the terms and conditions
      set forth in the Master Lease, as amended by this Amendment. All references
      herein and in the Master Lease to a "Facility" or "Facilities" shall mean each
      Facility (as defined in the Master Lease) together with the Group 5 Facilities,
      and each of them.

    


    2.            Joint
      and Several Liability of Lessee. From and after the Effective Date, Lakeland
      Hills LP and Irving LP shall (i) be jointly and severally liable for all of
      the
      obligations of the "Lessee" under the Master Lease, as hereby amended, and
      (ii)
      assume jointly and severally with Current Lessee, all obligations of "Lessee"
      arising under the Master Lease, as hereby amended, on, prior to or after the
      Effective Date.

    


    3.            [Intentionally
      Omitted]

    


    4.            Modifications
      to Terms of the Master Lease. Effective as of the Effective Date, the Master
      Lease shall be amended and supplemented in the following
      particulars:

     

    (a)           New
      Definitions. Except as otherwise expressly provided or unlessthe context
      otherwise requires, for all purposes of the Master Lease, as hereby amended,
      the
      terms defined in this Section 4(a) shall have the meanings assigned to them
      as
      provided below and shall be added to Article II of the Original Master Lease
      (as
      amended by the First Amendment) to read, in their entireties, as
      follows:

    


    "Aggregate
      Costs of the Group 5 Facility Capital Renovation Project(s): With respect to
      the Group 5 Facilities, the actual out-of-pocket costs actually incurred by
      Lessee pursuant to the provisions of the Master Lease, as hereby amended, in
      connection with the Group 5 Facility Capital Renovation Project(s) for such
      Facilities, including all costs of design, construction, installation and
      obtaining all governmental approvals and permits with respect to such Group
      5
      Facility Capital Renovation Project(s) for such Facilities, the Group 5 Facility
      Capital Renovation Site Review Fees for such Facilities and the Group 5 Facility
      Capital Renovation Lessor Costs with respect to such Facilities."

    


    "Allocated
      Group 5 Buyer's Contribution to Seller's Costs: With respect to each Group 5
      Facility, an amount equal to the total Group 5 Buyer's Contribution to Seller's
      Costs, multiplied by the following applicable percentages relating such
      Facility:

    


    (a)            Twelve
      Oaks East Facility:            39.33%

    (b)            Twelve
      Oaks Irving
      Facility:                               
 60.67%

     Total:                                                                           100%


    
      
        
        

      

      
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    "Allocated
      Group 5 Buyer's Transaction Costs: With respect to each Group 5 Facility, an
      amount equal to the total Group 5 Buyer's Transaction Costs, multiplied by
      the
      following applicable percentages relating such Facility:

    


    (a)           Twelve
      Oaks East Facility:            39.33%

    (b)           Twelve
      Oaks Irving
      Facility:                               
60.67%

    Total:                                                                          100%

    


    "Group
      5 Buyer's Contribution to Seller's Costs: The 'Buyer's Contribution to
      Seller's Costs' as defined in the Group 5 Facilities Contract of
      Acquisition."

    


    "Group
      5 Buyer's Transaction Costs: The 'Buyer's Transaction Costs' as defined in
      the Group 5 Facilities Contract of Acquisition."

    


    "Group
      5 Facilities: Each of those Facilities identified as a Group 5 Facility on
Exhibit C attached hereto."

    


    "Group
      5 Facilities Contract of Acquisition: As defined in Recital C of this
      Amendment."

    


    "Group
      5 Facility Capital Renovation Project(s): With respect to the Group 5
      Facilities, any capital refurbishment to either or both such Facilities, the
      scope, plans and specifications, and a detailed final cost budget of which
      is to
      be mutually agreed upon by Lessor and Lessee after the Effective
      Date.

    


    "Group
      5 Facility Capital Renovation Project Allowance: With respect to the Group 5
      Facilities, a total aggregate allowance for all Group 5 Facility Capital
      Renovation Project(s) equal to the lesser of (i) Six Hundred Thousand and No/100
      Dollars ($600,000.00), or (ii) the Aggregate Costs of the Group 5 Facility
      Capital Renovation Project(s) with respect to such Facilities. The Group 5
      Facility Capital Renovation Project Allowance shall be allocated to the Group
      5
      Facility Capital Renovation Project(s) at each of the Group 5 Facilities as
      reasonably determined by Lessee. Lessee shall deliver to Lessor written
      confirmation of such allocation prior to Lessor's disbursement of the Group
      5
      Facility Capital Renovation Project Allowance, or any portion thereof.
      Notwithstanding anything to the contrary in the Master Lease, as amended by
      this
      Amendment, the portion of the Group 5 Facility Capital Renovation Project
      Allowance allocated to each of the Group 5 Facilities shall not count towards
      the Annual Minimum Capital Project Amount with respect to each such Facility,
      and Lessee's expenditure and reimbursement, if any, of all or a portion of
      the
      Group 5 Facility Capital Renovation Project Allowance shall be in addition
      to
      the Annual Minimum Capital Project Amount with respect to each such
      Facility."

    


    "Group
      5 Facility Capital Renovation Project Allowance Lease Rate: A percentage
      equal to the greater of (a) the average of the ten-year U.S. Treasury Note
      rate
      published in the Wall Street Journal for each of the five (5) Business
      Days prior to that date which is two (2) Business Days prior to the Closing
      Date
      and quoting the rate as of that date which is two (2) Business Days prior to
      the
      Closing Date, plus Three and Ninety Hundredths Percent (3.90%) and (b) Eight
      and
      One-Half Percent (8.5%)."


    
      
        
        

      

      
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    "Group
      5 Facility Capital Renovation Site Review Fees: As defined in Section 5 of
      this Amendment."

    


    "Group
      5 Facility Escalator: An amount equal to the greater of (i) Seventy-Five
      Percent (75%) of the applicable CPI Increase or (ii) Two and Three-Quarters
      Percent (2.75%).

    


    "Group
      5 Facility Purchase Price: With respect to each Group 5 Facility at any
      given time, the sum of (1) the Minimum Repurchase Price for such Facility,
      plus  (2) an amount which, upon the closing or the applicable
      date, equals an annually compounded return equal to Three Percent (3%) per
      year
      on (A) the Allocated Initial Investment for such Facility accruing from and
      after the applicable Restatement Date and (B) any Capital Addition Costs funded
      by Lessor for such Facility accruing from and after the date of
      funding.

    


    "Group
      5 Facility Put Event Price: With respect to any Group 5 Facility at any
      given time, the sum of (i) the Minimum Repurchase Price for such Facility,
      plus (ii) an amount which, upon the closing, equals an annually
      compounded return equal to the applicable Group 5 Facility Escalator for such
      Facility per year on (A) the Allocated Initial Investment for such Facility
      accruing from and after the applicable Restatement Date and (B) any Capital
      Addition Costs funded by Lessor for such Facility accruing from and after the
      date of funding.

    "Group
      5 Facility Renovation Lessor Costs: As defined in Section 5 of this
      Amendment."

    


    
      	
              Texas."

            	
              "Twelve
                Oaks East Facility: That certain Facility located in
                Dallas,

            


    

    


    
      	
              Texas."

            	
              "Twelve
                Oaks Irving Facility: That certain Facility located in
                Irving,

            


    

     

    (b)            Supplemented
      Definitions. The following definitions appearing inArticle II of the
      Original Master Lease (as amended by the First Amendment) shall be supplemented
      as follows:

    


    Annual
      Minimum Capital Project Amount: With respect to each Group 5 Facility,
      during each Lease Year with respect to such Group 5 Facility, the following
      amounts:

     

    (i)   With
      respect to the
      Twelve Oaks East Facility, $68,000.00; and


    
      
        
        

      

      
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    (ii)    With
      respect
      to the Twelve Oaks Irving Facility, $80,800.00.

    


    Notwithstanding
      the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
      Capital Project Amount for each Group 5 Facility represents an amount equal
      to
      (A) the number of licensed units located at such Group 5 Facility
times  (B) Four Hundred Dollars ($400.00). In the event that
      the number of licensed units for any Group 5 Facility is increased or decreased
      in accordance with the terms of the Master Lease, as hereby amended, the Annual
      Minimum Capital Project Amount for such Group 5 Facility shall be increased,
      or
      decreased, as applicable, by an amount equal to (1) the number of such licensed
      units increased or decreased at such Group 5 Facility times (2) Four
      Hundred Dollars ($400.00).

    


    Annual
      Minimum Capital Project Amount Overage: With respect to each Group 5
      Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
      Project Costs incurred and paid by Lessee in funding Capital Projects for each
      Group 5 Facility in the immediately preceding two (2) Lease Years and for which
      Lessor has received paid invoices, receipts or other commercially reasonable
      evidence or supporting information as is customary to evidence such
      expenditures, verifying the cost and payment of funding such Capital Projects,
      and an Officer's Certificate certifying that the applicable item(s) of Capital
      Projects have been completed, less (ii) the amounts disbursed by Lessor to
      Lessee from any Replacement Reserve on account of such Capital Projects to
      such
      Group 5 Facility in accordance with the terms of Section 9.3.1 of the Master
      Lease, as hereby amended, in excess of (b) the Annual Minimum Capital Project
      Amount for such Group 5 Facility for such prior two (2) Lease Year
      period.

    


    Capital
      Additions. With respect to each of the Group 5 Facilities, the applicable
      Group 5 Facility Capital Renovation Project shall at all times be deemed a
      Capital Addition for purposes of the Master Lease, as hereby amended, for such
      Facility.

    


    Capital
      Addition Costs. With respect to each of the Group 5 Facilities, the
      applicable portion of the Group 5 Facility Capital Renovation Project Allowance
      allocated to each such Facility as provided for herein shall be treated for
      all
      purposes as Capital Addition Costs financed and paid for by Lessor under the
      Master Lease, as hereby amended, for such Facility.

    


    Deeds:
      With respect to each Group 5 Facility, "Deeds" as defined in the Group
      5
      Facilities Contract of Acquisition.

    


    Fair
      Market Rental: With respect to each Group 5 Facility, the definition of Fair
      Market Rental applicable to the Group 2 Facilities, Group 3 Facilities, and
      Group 4 Facilities, but in each instance relating to such Group 5
      Facility.

    


    Lease
      Year: With respect to the Group 5 Facilities, the first Lease Year for such
      Facilities shall be the period commencing on the applicable Restatement Date
      with respect to such Facilities and ending November 30, 2006, and each
      subsequent Lease Year for such Facilities shall be each period of twelve (12)
      full calendar months after the last day of the prior Lease Year; provided,
      however, that the last Lease Year for any Group 5 Facility during the Term
      may
      be a period of less than twelve (12) full calendar months and shall end on
      the
      last day of the Term for such Facility.


    
      
        
        

      

      
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    Restatement
      Date: With respect to the Group 5 Facilities, the Effective Date of this
      Amendment, which shall also be the commencement date of the Master Lease, as
      hereby amended, with respect to each Group 5 Facility.

    


    Transaction
      Documents: The meaning given to such term in the Original Master Lease (as
      amended by the First Amendment), together with this Amendment and the Group
      5
      Facilities Contract of Acquisition.

    


    (c)           Definition
      of Lessee. The definition of "Lessee" appearing in Article II of the
      Original Master Lease (as amended and restated pursuant to the First Amendment)
      shall be further amended and restated to have the meaning given to such term
      in
      the preamble of this Amendment.

    


    (d)           Amendment
      to Letter of Credit Amount. From and after the Effective Date hereof, the
      percentage "8.8%" appearing in the definition of "Letter of Credit Amount"
      in
      Article II of the Original Master Lease (as amended and restated pursuant to
      the
      First Amendment) shall read "8.02%".

    


    (e)            Leased
      Property; Term. The phrase "Group 3 Facilities and the Group 4 Facilities,
      the applicable Restatement Date" appearing in the last paragraph of Article
      I of
      the Original Master Lease (as amended by the First Amendment) is hereby amended
      to read "Group 3 Facilities, Group 4 Facilities and the Group 5 Facilities,
      the
      applicable Restatement Date."

    


    (f)            Minimum
      Rent. With respect to the Group 5 Facilities:

    


    (i)            Subject
      to upward adjustments as provided in clause (ii) below, for the period from
      the
      Effective Date through the expiration of the first (1st) Lease
      Year with
      respect to such Group 5 Facilities, Lessee shall pay to Lessor as monthly
      "Allocated Minimum Rent" for each Group 5 Facility at the times and in the
      manner provided in Section 3.1 of the Master Lease, as hereby amended, the
      amount allocated to and set forth or determined pursuant to the formula opposite
      such Facility on Exhibit C to the Master Lease, as hereby amended. The
      first monthly payment of Allocated Minimum Rent for each such Group 5 Facility
      shall be payable on the Effective Date (prorated as to any partial calendar
      month at the beginning of the Term with respect to each such Facility);
      and

     

    (ii)           The
      Allocated Minimum Rent with respect to each Group 5Facility shall be increased
      automatically upon the date of disbursement (if any) of the portion of the
      Group
      5 Facility Capital Renovation Project Allowance allocated to such Facility,
      to
      be equal to the sum of (1) the monthly Allocated Minimum Rent in effect
      immediately prior to such disbursement date, plus (2) that amount equal
      to one-twelfth (1/12th) of the
      product of
      (x) the portion of the Group 5 Facility Capital Renovation Project Allowance
      allocated to such Facility, times (y) the Group 5 Facility Capital
      Renovation Project Allowance Lease Rate. Such monthly Allocated Minimum Rent
      as
      so increased for such Facility shall remain in effect for the balance of the
      then current Lease Year with respect to such Facility. To the extent such
      increase does not occur on the first (1st) day
      of a
      calendar month, then such increase for the applicable month in which the same
      occurs shall be prorated for such month.


    
      
        
        

      

      
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    (iii)            Subject
      to upward adjustments as provided in clause (ii) above, commencing upon the
      expiration of the first (1st) Lease
      Year for
      such Group 5 Facilities and upon the expiration of each Lease Year thereafter
      during the Fixed Tenn for such Group 5 Facilities, the then current monthly
      Allocated Minimum Rent for such Group 5 Facilities for such Lease Year shall
      be
      increased by an amount equal to the applicable Group 5 Facility
      Escalator.

    


    (iv)            For
      the first (1St) Lease
      Year of
      each Extended Term for the Group 5 Facilities, if any, the monthly Allocated
      Minimum Rent for each Group 5 Facility shall be equal to the greater of (a)
      the
      then current monthly Fair Market Rental for such Group 5 Facility and (b) the
      monthly Allocated Minimum Rent payable for such Group 5 Facility during the
      last
      Lease Year of the immediately preceding Tenn, as increased by the applicable
      Group 5 Facility Escalator.

    


    (v)            Commencing
      upon the expiration of the first (1st) Lease
      Year of
      each Extended Tenn, if any, for the Group 5 Facilities and upon the expiration
      of each Lease Year thereafter during such Extended Tenn, the then current
      monthly Allocated Minimum Rent for each Group 5 Facility shall be increased
      by
      an amount equal to the applicable Group 5 Facility Escalator.

    


    (vi)           The
      last paragraph of 3.1 of the Original Master Lease shall apply with respect
      to
      any adjustment of the Allocated Minimum Rent with respect to the Group 5
      Facilities pursuant to clauses (iii), (iv) and (v) above.

    


    (vii)            Lessee
      shall continue to pay all Minimum Rent with respect to the balance of the
      Facilities at the times, in the manner and in the amounts set forth in or
      determined by the Master Lease.

    


    (g)            Condition
      of the Leased Property. The phrase "Group 3 Facilities and the Group 4
      Facilities, the applicable Restatement Date" appearing in clause (ii) and in
      clause (b) of Section 7.1 of the Original Master Lease (as amended by the First
      Amendment) is hereby amended to read "Group 3 Facilities, the Group 4
      Facilities, and the Group 5 Facilities, the applicable Restatement Date," in
      each instance.

    


    (h)            Capital
      Projects. The phrases "Group 3 Facilities and Group 4 Facilities" and "Group
      3 Facility or Group 4 Facility" appearing a number of times in Section 9.3
      of
      the Original Master Lease (as amended by the First Amendment) is hereby amended
      to read "Group 3 Facilities, Group 4 Facilities and Group 5 Facilities" and
      "Group 3 Facility, Group 4 Facility or Group 5 Facility," respectively, in
      each
      instance.

    


    (i)             Liens.
      The phrase "Group 3 Facilities and the Group 4 Facilities, the applicable
      Restatement Date with respect to such Group 3 Facility" appearing in Section
      11.1 of the Original Master Lease (as amended by the First Amendment) is hereby
      amended to read "Group 3 Facilities, the Group 4 Facilities, and the Group
      5
      Facilities, the applicable Restatement Date, with respect to such Group 3
      Facility, Group 4 Facility and Group 5 Facility."


    
      
        
        

      

      
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    (j)            Casualty.
      For purposes of Section 14.2.1 and 14.2.2 of the Original Master Lease
      (as
      amended by the First Amendment), the purchase price as provided therein with
      respect to any Group 5 Facility shall be the applicable Group 5 Facility
      Purchase Price for such Facility immediately prior to such damage or
      destruction.

    


    (k)            Condemnation.
      For purposes of Section 15.1.4 of the Original Master Lease (as amended
      by
      the First Amendment), Lessor shall be entitled to receive from any Award
      relating to any Group 5 Facility, subject to the rights of Facility Mortgages,
      no less than the applicable Group 5 Facility Purchase Price for such Group
      5
      Facility immediately prior to the institution of the Condemnation.

    


    (1)             Events
      of Default. The phrase "the Group 3 Facility Contract of Acquisition and/or
      the Group 4 Facilities Contract of Acquisition" is replaced with the phrase
      "the
      Group 3 Facility Contract of Acquisition, Group 4 Facilities Contract of
      Acquisition and/or Group 5 Facilities Contract of Acquisition" appearing in
      each
      of Sections 16.1(a) and 16.1(k)
      of the Original Master Lease (as amended by the First Amendment).

     

    (m)            Lessee's
      Obligation to Purchase. For purposes of Section 16.5 of the Original Master
      Lease (as amended by the First Amendment), the amount required to be paid by
      Lessee upon any exercise of Lessor's rights to require Lessee to purchase a
      Group 5 Facility following a Put Event pursuant to such Section shall be equal
      to the applicable Group 5 Facility Put Event Price for such Facility, plus,
      in
      any event, all Rent then due and payable (excluding the installment of Minimum
      Rent due on the purchase date) under the Master Lease, as hereby amended, with
      respect to such Group 5 Facility.

    


    (n)            Quiet
      Enjoyment. The phrase "Group 3 Facilities or the Group 4 Facilities, the
      applicable Restatement Date" appearing in Section 32.1 of the Original Master
      Lease (as amended by the First Amendment) is hereby amended to read "Group
      3
      Facilities, Group 4 Facilities or the Group 5 Facilities, the applicable
      Restatement Date."

    


    (o)             Lessee's
      Option to Purchase.

    


    (i)             Section
      35.1.3 of the Original Master Lease (as amended by the First Amendment) is
      hereby further amended to read, in its entirety, as follows:

    


    "35.1.3                     Group
      5 Facilities. Provided no Event of Default has occurred and is continuing
      hereunder, Lessee shall have the option to purchase the Leased Property of
      all
      (but not less than all) of the Group 5 Facilities upon the expiration of the
      tenth (10th)
      Lease Year of the Group 5 Facilities, for an amount equal to the sum of the
      Group 5 Facility Purchase Price for all of the Group 5
      Facilities."


    
      
        
        

      

      
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    (ii)            A
      new Section 35.1.4 is added to the Original Master Lease to read, in its
      entirety, as follows:

    


    "35.1.4                    General.
      Lessee shall exercise the option(s) to purchase the Leased Property set
      forth in Sections 35.1.1, 35.1.2 and/or 35.1.3 above, as applicable, by (i)
      opening an escrow (the 'Escrow') with and by depositing either (1) cash or
      (2) a
      letter of credit from a financial institution and in form in each case
      acceptable to Lessor, the sum of Two and One-Half Percent (2.5%) of (A) with
      respect to the Group 1 Facility(ies), the Minimum Repurchase Price, (B) with
      respect to the Group 3 Facilities and Group 4 Facilities, the sum of (x) the
      Group 3 Facility Purchase Price for all of the Group 3 Facilities, plus
(y) the Group 4 Facility Purchase Price for all of the Group 4 Facilities
      (as reasonably estimated by Lessor with respect to any Group 4 Facility for
      which the Group 4 Facility Purchase Price has not yet been determined), and
      (C)
      with respect to the Group 5 Facilities, the Group 5 Facility Purchase Price
      for
      all of the Group 5 Facilities (as reasonably estimated by Lessor with respect
      to
      any Group 5 Facility for which the Group 5 Facility Purchase Price has not
      yet
      been determined) (the 'Opening Deposit') and a copy of this Lease with a
      national title company reasonably acceptable to Lessor ("Escrow Holder") and
      giving written notice to Lessor of such deposit with Escrow Holder no earlier
      than fifteen (15) months and not less than twelve (12) months prior to the
      expiration of (x) with respect to the Group 1 Facility(ies), the Fixed Term
      or
      the Extended Term, as applicable, (y) with respect to the Group 3 Facilities
      and
      Group 4 Facilities, the tenth (10th) Lease
      Year of the
      Group 4 Facilities, and (z) with respect to the Group 5 Facilities, the tenth
      (10th) Lease
      Year of the Group 5 Facilities, and (ii) delivering to Lessor concurrent with
      such notice a reaffirmation of the Guaranty executed by Guarantors stating,
      in
      substance, that Guarantors' obligations under the Guaranty shall extend to
      the
      purchase contract formed by Lessor and Lessee upon proper and timely exercise
      of
      such option. If Lessee shall not be entitled to exercise such option (e.g.,
      by
      reason of an Event of Default) or shall be entitled to exercise the same but
      shall fail to do so within the time and in the manner herein provided, such
      option shall lapse and thereafter not be exercisable by Lessee. No failure
      by
      Lessor to notify Lessee of any defect in any attempted exercise of the foregoing
      option shall be deemed a waiver by Lessor of the right to insist upon Lessee's
      exercise of such option in strict accordance with the provisions hereof. In
      the
      event that Lessee shall properly and timely exercise such option, then such
      transaction shall be consummated on or within ten (10) days after the expiration
      of (i) with respect to the Group 1 Facility(ies), the Fixed Term or the Extended
      Term, as applicable, (ii) with respect to the Group 3 Facilities and Group
      4
      Facilities, the tenth (10th) Lease
      Year of the
      Group 4 Facilities, and (iii) with respect to the Group 5 Facilities, the tenth
      (10th) Lease
      Year of the Group 5 Facility, but in either case subject to any delays resulting
      from  (A) a cause described in Section 45.1.16 below or (B) Lessor's
      breach of its obligations set forth in this Section 35 (the 'Outside Closing
      Date')."


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (p)           Financial
      Statements Requirements. Without limiting the provisions of Section 25.12 of
      the Original Master Lease (as amended by the First Amendment), Lessee shall
      be
      required to cause Lessee and Guarantor to furnish to Lessor, no less frequently
      than each January 1st and July 1st of every Lease Year, projected financial
      statements of each, projecting at least twelve (12) months in advance, without
      limitation, Lessee's and Guarantor's income statement, balance sheet, and cash
      flow statement, all in a reasonable level of detail and prepared consistent
      with
      the accounting principles applied in the preparation of each entity's annual
      financial statements and prepared in accordance with GAAP.

    


    (q)           Exhibits
      and Schedules.

    


    (i)            Supplements
      to Exhibit A. Exhibits A-20 and A-21  attached hereto are
      hereby appended to and shall become part of Exhibit A to the Master
      Lease.

    


    (ii)            Replacement
      of Exhibit C and Schedule 7.4.1. Exhibit C  and Schedule 7.4.1
to the Original Master Lease (as amended by the First Amendment)
      are hereby
      further amended and replaced, in their entirety, with Exhibit C and
Schedule 7.4.1 attached hereto, respectively.

    


    5.           Group
      5 Facility Capital Renovation Projects.

    


    (a)           Lessor
      shall provide to Lessee the portion of the Group 5 Facility Capital Renovation
      Project Allowance allocated to each of the Group 5 Facilities as provided for
      herein in accordance with and subject to the provisions of this Section
      5.

    


    (b)           Without
      limiting the conditions set forth in clauses (c) through (e) below, Lessor's
      obligation to provide to Lessee any portion or all of the Group 5 Facility
      Capital Renovation Project Allowance allocated to a Group 5 Facility as provided
      for herein is subject to, and conditioned upon, Lessor and Lessee agreeing
      upon
      the scope, plans and specifications, and a detailed final cost budget (as
      described in clause (c) below) with respect to the Group 5 Facility Capital
      Renovation Project(s) for such Group 5 Facility following the Effective Date.
      As
      of the date hereof, the parties have agreed upon a preliminary cost budget
      with
      respect to the Group 5 Facility Capital Renovation Project(s) which is set
      forth
      on Appendix A hereto. Such preliminary budget shall not, however, be a
      substitute for the final budget which is subject to Lessor's approval as
      provided below.

    


    (c)             Prior
      to commencing any work relating to the Group 5 Facility Capital Renovation
      Project for either applicable Facility, Lessee shall provide Lessor with the
      following, each of which shall be subject to Lessor's reasonable approval:
      (i)
      detailed plans and specifications for the work to be performed in connection
      with such Group 5 Facility Capital Renovation Project for such Facility, (ii)
      a
      detailed final budget to be prepared by or for Lessee, which budget shall also
      provide a detailed cost breakdown of all construction costs, (iii) any other
      detailed budget information as Lessor may reasonably request and approve from
      Lessee; (iv) copies of all building permits and other authorizations from any
      applicable governmental authorities with jurisdiction required in connection
      with such Group 5 Facility Capital Renovation Project for such Facility; and
      (v)
      evidence that Lessee has filed, recorded or posted a notice of
      non-responsibility in favor of Lessor. Lessee covenants and agrees that from
      and
      after commencement of construction and/or performance of such Group 5 Facility
      Capital Renovation Project with respect to such Facility, Lessee shall
      diligently prosecute the same to completion in accordance with the terms of
      the
      Master Lease, as hereby amended, and this Section 5 and satisfy all Disbursement
      Conditions (as defined below) with respect thereto on or before September 20,
      2006 (the "Outside Date").


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (d)            The
      budget described in subsection (c) above shall include, and Lessee shall be
      responsible for paying to Lessor, (i) an amount equal to $1,650.00 for each
      site
      visit per Facility, but in no event more than one (1) visit (except in the
      event
      Lessor reasonably determines that more visits are necessary) per Facility,
      made
      by Lessor for the purpose of inspecting such Group 5 Facility Capital Renovation
      Project work with respect to such Facility (with respect to each Facility,
      the
      "Group 5 Facility Capital Renovation Site Review Fees") and (ii) all legal
      fees,
      expenses and disbursements incurred by Lessor in connection with the review
      of
      diligence materials, documents and other information relating to the applicable
      Group 5 Facility Capital Renovation Project for such Facility, including
      engineering fees, accountants and other professional fees (collectively, with
      respect to each Facility, the "Group 5 Facility Capital Renovation Lessor
      Costs"). The Group 5 Facility Capital Renovation Site Review Fees with respect
      to each of the Group 5 Facilities and Group 5 Facility Capital Renovation Lessor
      Costs with respect to each of the Group 5 Facilities shall be deducted from
      the
      portion of the Group 5 Facility Capital Renovation Project Allowance allocated
      to such Facility prior to disbursement of any portion thereof to Lessee as
      provided in Section 5(d) hereof, but for all purposes of the Master Lease,
      as
      hereby amended, shall be deemed part of the portion of the Group 5 Facility
      Capital Renovation Project Allowance for such Facility disbursed by Lessor
      and
      allocated to each such Facility as provided for herein.

     

    (e)            The
      portion of the Group 5 Facility Capital Renovation Project Allowance (less
      accrued Group 5 Facility Capital Renovation Site Review Fees and the Group
      5
      Facility Capital Renovation Lessor Costs, in each case applicable thereto)
      allocated to each of the Group 5 Facilities as provided for herein shall be
      disbursed to Lessee within fifteen (15)
      days after the last to occur of (the "Disbursement Conditions"): (i)
      delivery by Lessee to Lessor of evidence satisfactory to Lessor as to the
      Aggregate Costs of the Group 5 Facility Capital Renovation Project for such
      Facility; (ii) completion of all work relating to such Group 5 Facility Capital
      Renovation Project for such Facility in accordance with the approved plans
      and
      specifications therefor, including all punch-list items; (iii) delivery by
      Lessee to Lessor of (A) a copy of all building permits and/or other
      authorizations from any applicable governmental authorities with jurisdiction,
      (B) if applicable, a copy of the certificate of occupancy (or local equivalent)
      and (C) if applicable, a copy of a notice of completion showing thereon the
      recording stamp of the County recorder, in each case with respect to such Group
      5 Facility Capital Renovation Project for such Facility; and (iv) delivery
      by
      Lessee to Lessor of evidence reasonably satisfactory to Lessor that all of
      the
      work performed by Lessee has been paid in full and that no claim of any mechanic
      or materialman may become a lien on the Leased Property of such Facility, or
      any
      portion thereof, including delivery to Lessor of unconditional lien releases
      executed by all contractors, subcontractors and suppliers performing work or
      supplying materials in connection with such Group 5 Facility Capital Renovation
      Project for such Facility. In no event shall Lessee be entitled to disbursement
      of all or any portion of the portion of the Group 5 Facility Capital Renovation
      Project Allowance allocated to such Facility unless and to the extent that
      Lessee has satisfied the Disbursement Conditions on or prior to the Outside
      Date. In the event that Lessee is not entitled to disbursement of a Group 5
      Facility Capital Renovation Project Allowance for such Facility, Lessee shall
      promptly pay to Lessor, as an Additional Charge, all accrued and unpaid Group
      5
      Facility Capital Renovation Site Review Fees and Group 5 Facility Capital
      Renovation Lessor Costs for such Facility within fifteen (15) days after Lessor's
      written request therefor.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    6.            Representations
      and
      Warranties of Lessee. As of the Effective Date hereof, each Lessee
      represents and warrants to the Lessor as follows:

    


    (a)           Lessee
      is duly organized and validly existing under the laws of its state of
      organization/formation, is qualified to do business and in good standing in
      the
      State and has full power, authority and legal right to execute and deliver
      this
      Amendment and to perform and observe the provisions of this Amendment to be
      observed and/or performed by Lessee.

    


    (b)           This
      Amendment has been duly authorized, executed and delivered by Lessee, and
      constitutes and will constitute the valid and binding obligations of Lessee
      enforceable against Lessee in accordance with its terms, except as such
      enforceability may be limited by creditors rights, laws and general principles
      of equity.

    


    (c)           Lessee
      is solvent, has timely and accurately filed all tax returns required to be
      filed
      by Lessee, and is not in default in the payment of any taxes levied or assessed
      against Lessee or any of its assets, or subject to any judgment, order, decree,
      rule or regulation of any governmental authority which would, in each case
      or in
      the aggregate, adversely affect Lessee's condition, financial or otherwise,
      or
      Lessee's prospects or the Leased Property.

    


    (d)           No
      consent, approval or other authorization of, or registration, declaration or
      filing with, any governmental authority is required for the due execution and
      delivery of this Amendment, or for the performance by or the validity or
      enforceability of this Amendment against Lessee.

    


    (e)             The
      execution and delivery of this Amendment and compliance with the provisions
      hereof will not result in (i) a breach or violation of (A) any Legal Requirement
      applicable to Lessee or any Facility now in effect; (B) the organizational
      or
      charter documents of such party; (C) any judgment, order or decree of any
      governmental authority binding upon Lessee; or (D) any agreement or instrument
      to which Lessee is a counterparty or by which it is bound; or (ii) the
      acceleration of any obligation of Lessee.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    7.            Financing
      Statement Amendments. Lessee hereby authorizes Lessor to file such financing
      statement amendments and other documents as may be necessary or desirable to
      perfect or continue the perfection of Lessor's security interest in the
      Collateral (including the Collateral relating to the Group 5
      Facilities).

    


    8.            Reaffirmation
      of Master Lease and Treatment Thereof. Lessor and Lessee hereby acknowledge,
      agree and reaffirm that (a) except as otherwise expressly provided in the Master
      Lease, as hereby amended, the Master Lease, as hereby amended, is and the
      parties intend the same for all purposes to be treated as a single, integrated
      and indivisible agreement, and (b) the Master Lease, as hereby amended, shall
      be
      treated as an operating lease for all purposes and not as a synthetic lease,
      financing lease or loan, and the Lessor shall be entitled to all of the benefits
      of ownership of the Leased Property, including depreciation for all federal,
      state and land tax purposes.

    


    9.            Full
      Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
      amended, the Master Lease shall remain in full force and effect. This Amendment
      may be executed in any number of counterparts, all of which shall constitute
      one
      and the same instrument. Telecopied signatures may be used in place of original
      signatures on this Amendment, and Lessor and Lessee both intend to be bound
      by
      the signatures of the telecopied document.

    


    10.            Transfer
      Consideration. Lessor and Lessee acknowledge that (a) the Transfer
      Consideration Facilities currently consist of the Group 1 Facilities and the
      Group 2 Facilities only, (b) the Group 3 Facilities, Group 4 Facilities and
      Group 5 Facilities are not deemed Transfer Consideration Facilities, and (c)
      Lessee shall have no obligation to pay Transfer Consideration in connection
      with
      any Transfer relating to such Group 3 Facilities, Group 4 Facilities or Group
      5
      Facilities.

    


    11.            Scrivener's
      Corrections.

    


    (a)           The
      references to "Allocated Minimum Capital Project Amount" in the definition
      of
      "Annual Minimum Capital Project Amount" in Section 2.1 of the Original Master
      Lease (as amended by the First Amendment) shall be replaced with references
      to
      "Annual Minimum Capital Project Amount."

    


    (b)           The
      reference in the first sentence of Section 4(f)(i)(B) of the First Amendment
      to
      "Section 4.1 of the Master Lease" shall be replaced with a reference to "Section
      3.1 of the Master Lease."

    


    (c)             All
      references in the Original Master Lease (as amended by the First Amendment)
      to
      "2005 Capital Renovation Site Review Costs" shall be replaced with references
      to
      "2005 Capital Renovation Site Review Fees."

    


    [Signatures
      on Next Page]


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      as
      of the day and year first written above.

    


    
      	
              LESSOR:

            	
              HEALTH
                CARE PROPERTY INVESTORS, INC.,

            
	 	
              a
                Maryland corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Edward J. Henning

            
	 	 	
              Edward
                J. Henning

            
	 	
              Its:

            	
              Senior
                Vice President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Ryan Anderson

            
	 	
              (signature.)

            
	 	
              Name:

            	
              Ryan
                Anderson

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Eric Stambol

            
	 	
              (signature)

            
	 	
              Name:

            	
              Eric
                Stambol

            
	 	
              (print)

            
	 	 	 
	 	
              WESTMINSTER
                HCP, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	
              By:

            	
              HCPI/Tennessee,
                LLC,

            
	 	 	
              a
                Delaware limited liability company,

            
	 	 	
              its
                Sole Member

            
	 	 	 
	 	
              By:

            	
              Health
                Care Property Investors, Inc.,

            
	 	 	
              a
                Maryland corporation,

            
	 	 	
              its
                Managing Member

            
	 	 	 
	 	
              By:

            	
              /s/
                Edward J. Henning

            
	 	 	
              Edward
                J. Henning

            
	 	
              Its:

            	
              Senior
                Vice President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Ryan Anderson

            
	 	
              (signature.)

            
	 	
              Name:

            	
              Ryan
                Anderson

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Eric Stambol

            
	 	
              (signature)

            
	 	
              Name:

            	
              Eric
                Stambol

            
	 	
              (print)

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSOR
                (Continued):

            	
              TEXAS
                HCP HOLDING, L.P.,

            
	 	
              a
                Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Texas
                HCP G.P., Inc.,

            
	 	 	
              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Edward J. Henning

            
	 	 	
              Edward
                J. Henning

            
	 	
              Its:

            	
              Senior
                Vice President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Ryan Anderson

            
	 	
              (signature.)

            
	 	
              Name:

            	
              Ryan
                Anderson

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Eric Stambol

            
	 	
              (signature)

            
	 	
              Name:

            	
              Eric
                Stambol

            
	 	
              (print)

            
	 	 	 
	 	
              HCP
                AL OF FLORIDA, LLC,

            
	 	
              a
                Delaware limited  liability company

            
	 	 	 
	 	
              By:

            	
              Health
                Care Property Investors, Inc.,

            
	 	 	
              a
                Maryland corporation,

            
	 	 	
              its
                Managing Member

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Edward J. Henning

            
	 	 	
              Edward
                J. Henning

            
	 	
              Its:

            	
              Senior
                Vice President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Ryan Anderson

            
	 	
              (signature.)

            
	 	
              Name:

            	
              Ryan
                Anderson

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Eric Stambol

            
	 	
              (signature)

            
	 	
              Name:

            	
              Eric
                Stambol

            
	 	
              (print)

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE::

            	
              LH
                ASSISTED LIVING, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT COBBCO, INC.,

            
	 	
              a
                California corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILI.E
                AT HILLSBOROUGH, L.L.C.,

            
	 	
              a
                New Jersey limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT OCOEE. INC.,

            
	 	
              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVIILLE
                AT PORT ORANGE, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT PRINCE WILLIAM, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT STAFFORD, L.L.C,

            
	 	
              a
                New Jersey limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              SUMMERVILLE
                AT VOORHEES, L.L.C,

            
	 	
              a
                New Jersey limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT WESTMINSTER, INC.,

            
	 	
              a
                Maryland corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT PINELLAS PARK, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT OCALA WEST, LLC,

            
	 	
              a
                Delaware limited liability comnany

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT CY-FAIR ASSOCIATES, L.P.,

            
	 	
              a
                Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Summerville
                at CY-Fair, LLC,

            
	 	 	
              a
                Delaware limited liability company,

            
	 	 	
              Its
                General Partner

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT FRIENDSWOOD

            
	 	
              ASSOCIATES,
                L.P.,

            
	 	
              a
                Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Summerville
                at Friendswood, LLC,

            
	 	 	
              a
                Delaware limited liability company,

            
	 	 	
              Its
                General Partner

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              SUMMERVILLE
                AT NEW PORT RICHEY, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT LAKELAND, LLC.

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
               Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT ST. AUGUSTINE LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT OCALA EAST, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT VENICE, LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT LAKELAND HILLS

            
	 	
              ASSOCIATES,
                L.P.,

            
	 	
              a
                Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Summerville
                at Lakeland Hills, LLC,

            
	 	 	
              a
                Delaware limited liability company,

            
	 	 	
              Its
                General Partner

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Granger Cobb

            
	 	
              Its:

            	
               President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
               (signature)

            
	 	
              Name:

            	
               Melanie
                Werdel

            
	 	 	
              (print)

            
	 	 	 
	 	
              SUMMERVILLE
                AT IRVING ASSOCIATES, L.P.,

            
	 	
              a
                Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Summerville
                at Irving, LLC,

            
	 	 	
              a
                Delaware limited liability company,

            
	 	 	
              Its
                General Partner

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    CONSENT,
      REAFFIRMATION AND AGREEMENT OF GUARANTOR

    


    The
      undersigned Guarantor hereby (i) reaffirms all of its obligations under the
      Guaranty, (ii) consents to the foregoing Amendment and (iii) agrees that (A)
      its
      obligations under the Guaranty shall extend to Lessee's duties, covenants and
      obligations pursuant to the Master Lease, as hereby amended, and (B) the
      Guaranty as hereby reaffirmed and extended shall be for the benefit of each
      party comprising Lessor under the Master Lease, as hereby amended.

    


    
      	 	
              SUMMERVILLE
                SENIOR LIVING, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            
	 	
              Its:

            	
              President

            
	 	 	 
	 	
              WITNESSES

            
	 	 	 
	 	 	 
	 	
              /s/
                Carol Phillips

            
	 	
              (signature)

            
	 	
              Name:

            	
              Carol
                Phillips

            
	 	
              (print)

            
	 	 	 
	 	 	 
	 	
              /s/
                Melanie Werdel

            
	 	
              (signature)

            
	 	
              Name:

            	
              Melanie
                Werdel

            
	 	
              (print)

            


    

     

     

    27