Exhibit 10.3



[Tucson, Arizona]

[Sun City, Florida - Sun City Facility]

[Sun City, Florida - Homewood Facility]

[Lexington, Kentucky]

[Holland, Michigan]

[Austin, Texas]

[Ft. Worth, Texas]


FIRST AMENDMENT TO MASTER LEASE AND GUARANTY 

AND OPTION TO PURCHASE CERTAIN FACILITIES
(Phase III)

                    THIS
FIRST AMENDMENT TO MASTER LEASE AND GUARANTY AND OPTION TO PURCHASE CERTAIN
FACILITIES (this “Amendment”) is made and entered into as of
this ___ day of July, 2004 (the “Effective Date”), by and between HEALTH CARE
PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), TEXAS HCP HOLDING,
L.P., a Delaware limited partnership (“Texas HCP”), TEXAS HCP REVX, L.P., a
Delaware limited partnership (“Texas REVX”), ARC RICHMOND PLACE REAL
ESTATE HOLDINGS, LLC, a Delaware limited liability company (“Richmond
RealCo”), ARC HOLLAND REAL ESTATE HOLDINGS, LLC, a Delaware limited
liability company (“Holland RealCo”), ARC SUN CITY CENTER REAL
ESTATE HOLDINGS, LLC, a Delaware limited liability company (“Sun City
RealCo”) and ARC LABARC REAL ESTATE HOLDINGS, LLC, a Delaware
limited liability company (“Homewood RealCo”) (collectively, as their
interests may appear, “Lessor”), on the one hand, and FORT AUSTIN
LIMITED PARTNERSHIP, a Texas limited partnership (“Fort Austin Lessee”), ARC
SANTA CATALINA, INC., a Tennessee corporation (“Santa Catalina Lessee”), ARC RICHMOND PLACE, INC., a Delaware corporation
(“Richmond
Lessee”), FREEDOM VILLAGE OF HOLLAND, MICHIGAN, a Michigan general
partnership (“Holland Lessee”), FREEDOM VILLAGE OF SUN CITY CENTER, LTD., a
Florida limited partnership (“Sun City Lessee”), and LaBARC, L.P., a
Tennessee limited partnership (“Homewood Lessee”) (collectively, and
jointly and severally, “Lessee”), on the other hand, and ARCPI
HOLDINGS, INC., a Delaware corporation (“Guarantor”).

RECITALS

                    A.     
HCP, Texas HCP and Texas REVX are the last and current successor to the
interest of the “Lessor,” and Fort Austin Lessee and Santa Catalina Lessee are
the current “Lessee,” pursuant to that certain Master Lease dated September 23,
2003 (the “Lease”) between ARC
Santa Catalina Real Estate Holdings, LLC, a Delaware limited liability company
(“Santa Catalina RealCo”) and
Fort Austin Real Estate Holdings, LLC, a Delaware limited liability company (“Fort Austin RealCo”), collectively as
the original “Lessor,” and Fort Austin Lessee and Santa Catalina Lessee, as the
original “Lessee.”  The Lease covers the
“Leased Property” of three (3) separate congregate care retirement centers,
located in Tucson, Arizona, Austin, Texas, and Ft. Worth, Texas (the “Initial Facilities”), all as more
particularly described in the Lease. 
The Lessee’s obligations under the Lease are guaranteed by Guarantor
pursuant to a written Guaranty of Obligations dated as of September 23, 2003
(as the same has been amended and reaffirmed from time to time in accordance
with the terms thereof, the “Guaranty”).  Lessor, Lessee and certain Affiliates of
each are also parties to that certain Forbearance and Limited Waiver Agreement
(Regarding Insurance) dated as of January 1, 2004 with respect to the Lease and
certain other agreements.








                    B.     
HCP and Guarantor are also parties to that certain Master Agreement of even
date herewith (the “Master Agreement”), pursuant to which HCP
and Guarantor have agreed to cause certain transactions to be consummated,
including this Amendment, all as more particularly described therein and in the
other “Transaction
Documents” (as defined in the Master Agreement”).

                    C.     In
connection with the transactions contemplated by the Master Agreement and the
other Transaction Documents, Lessor and Lessee desire to execute this Amendment
to (i) add Richmond RealCo, Holland RealCo, Sun City RealCo and Homewood RealCo,
as their interest may appear, as part of the “Lessor” under the Lease; (ii) add
Richmond Lessee, Holland Lessee, Sun City Lessee and Homewood Lessee, jointly
and severally, as part of “Lessee” under the Lease; (iii) add to the Leased
Property certain real and personal property (A) located in Sun City, Florida,
consisting of  26 assisted living
facility units, 428 independent living units and 108 skilled nursing beds (the
“Sun City
Facility”); (B) located in Lexington, Kentucky, consisting of 60
assisted living facility units, 178 independent living units and 20 memory
enhanced (Alzheimers) units (the “Lexington Facility”); (C) located in
Holland, Michigan, consisting of 74 assisted living facility units, 332
independent living units, 29 memory enhanced (Alzheimers), and 15 skilled
nursing beds (the “Holland Facility”); and (D) located in Sun
City, Florida, consisting of 60 assisted living units and 28 memory enhanced
(Alzheimers) units (the “Homewood Facility” and, together with the
Lexington Facility, the Holland Facility and the Sun City Facility, the “Added
Facilities”); and (iv) amend the Lease in certain other particulars,
in each case effective as of the Effective Date and upon the terms and
conditions set forth herein.  A legal
description of the Land associated with each Added Facility is attached hereto
as Exhibits A-4  through A-7 and incorporated herein by this
reference.

                    D.     The
Lexington Facility, the Holland Facility and the Sun City Facility are
concurrently herewith being removed from that certain Master Lease dated
September 30, 2002 (as amended to date, the “Phase II Lease”) between
Richmond RealCo, Holland RealCo, Sun City RealCo, ARC Lake Seminole Square Real
Estate Holdings, LLC, a Delaware limited liability company, and ARC Brandywine
Real Estate Holdings, LLC, a Delaware limited liability company (collectively,
the “Phase
II Lessor”), collectively as “Lessor,” on the one hand, and Richmond
Lessee, Holland Lessee, Sun City Lessee, Lake
Seminole Square Management Company, Inc., a Tennessee corporation, Freedom
Group-Lake Seminole Square, Inc., a Tennessee corporation, and ARC Brandywine,
LLC, a Tennessee limited liability company (collectively, the “Phase II
Lessee”), collectively as “Lessee,” on the other hand, pursuant to
that certain Third Amendment to Master Lease (Phase II) of even date herewith
(the “Phase
II Amendment”) between Phase II Lessor, Phase II Lessee, and
Guarantor, as “Guarantor.”

                    E.     The
Homewood Facility is being concurrently herewith acquired by Homewood RealCo
from Homewood Lessee pursuant to that certain Contract of Acquisition dated of
even date herewith (the “Homewood Contract of Acquisition”) between
Homewood RealCo and Homewood Lessee.

                    F.     Capitalized
terms used herein and not defined herein shall have the meanings given such
terms in the Lease.

2








AMENDMENT

                    IN
CONSIDERATION OF the foregoing recitals, the mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Lessor and Lessee hereby agree as follows:

                    1.      Leasing
of Added Facilities; Removal of the Added Facilities from the Phase II Lease.

                    (a)     Effective
as of the Effective Date, Lessor hereby leases to Lessee and Lessee hereby
hires from Lessor, the Leased Property of the Added Facilities upon all of the
terms and conditions set forth in the Lease, as amended by this Amendment.  All references herein and in the Lease to a
“Facility” or “Facilities” shall mean each Facility (as defined in the Lease,
i.e. the Initial Facilities) together with the Added Facilities.   

                    (b)     Concurrently
herewith, Phase II Lessor, Phase II Lessee and Guarantor are executing the
Phase II Amendment.

                    2.      Assumption
of Lease Jointly and Severally.  By
their signature hereto, effective as of the Effective Date, each of Richmond Lessee, Holland Lessee, Sun City Lessee
and Homewood Lessee assumes the obligations of “Lessee” under the Lease,
as hereby amended, jointly and severally with each other and with those Persons
comprising the original “Lessee.”

                    3.      Modifications
to Certain Provisions of the Lease. 
Effective as of the Effective Date, the Lease shall be amended and
supplemented in the following particulars:

                    (a)     New
Definitions.  Except as otherwise
expressly provided or unless the context otherwise requires, for all purposes
of the Lease, as hereby amended, the terms defined in this Section 3(a) shall
have the meanings assigned to them as provided below and shall be added to
Article II of the Lease to read, in their entireties, as follows: 

	
   
	
                     Added
  Facilities:  As defined in the
  Recitals of this Amendment.

	
   
	
   

	
   
	
                     Addendum:  The Addendum attached to the Lease
  pursuant to this Amendment, which is incorporated in the Lease and this
  Amendment by reference.

	
   
	
   

	
   
	
                     Additional
  Rent:  The sum of all Allocated Additional
  Rent for all Facilities payable under this Lease.

	
   
	
   

	
   
	
                     Adjusted
  Lease Rate:  For the Holland
  Facility, the “Adjusted Lease Rate” shall be the ten-year U.S. Treasury Note
  rate published in the Wall Street Journal
  three (3) Business Days prior to July 1, 2006 and quoting the rate as of the
  immediately prior Business Day, but in no event less than Two and One-Half
  Percent (2.5%), plus 450 basis points; and for the Lexington Facility, the
  “Adjusted Lease Rate” shall be Nine Percent (9%).

	
   
	
   

	
   
	
                     Allocated
  Additional Rent:  With respect to
  each Facility, the amount of Additional Rent payable under this Lease
  attributable to such Facility.




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                     Base
  Gross Revenues:  Base Gross
  Revenues for each Added Facility shall be the Gross Revenues for such Added
  Facility for the period from August 1, 2004 through and including July 31,
  2005.

	
   
	
   

	
   
	
                     Cash
  Flow:  With respect to each
  Facility, the net income from such Facility, determined on the basis of GAAP
  applied on a consistent basis (with Entrance Fees (as defined in the
  Addendum) adjusted to a cash basis), plus the sum of (i) depreciation and
  amortization expense; (ii) the Allocated Minimum Rent, Allocated Additional
  Rent and Supplemental Rent for such Facility; plus (iii) management fees for
  such Facility; less the sum of a management fee allowance of Three Percent
  (3%) of Gross Revenues for such Facility during the corresponding period. 

	
   
	
   

	
   
	
                     Cash
  Flow Coverage:  With respect to
  each Facility, for any period, calculated as of the last day of the period,
  the ratio of Cash Flow for such Facility attributable to such period to the
  sum of total Allocated Minimum Rent, Allocated Additional Rent and Supplemental Rent with respect
  to such Facility payable for such period under this Lease.  For purposes of calculating Cash Flow
  Coverage for any Facility pursuant to Section 4 of this Amendment, such Cash
  Flow Coverage shall be calculated as of each Quarter on a historical three
  (3) Quarter basis (including the Quarter just ended and for which such Cash
  Flow Coverage is being determined).

	
   
	
   

	
   
	
                     Earn-Out
  Amount:  As defined in the
  Homewood Contract of Acquisition.

	
   
	
   

	
   
	
                     Earn-Out
  Payment Date:  The date of payment
  by Homewood RealCo to Homewood Lessee of an Earn-Out Amount for the Homewood
  Facility in accordance with the terms of the Homewood Contract of
  Acquisition.

	
   
	
   

	
   
	
                     Earn-Out
  Rate:  For each Earn-Out Payment
  Date, the “Earn-Out Rate” shall be the ten-year U.S. Treasury Note rate
  published in the Wall Street Journal
  three (3) Business Days prior to such Earn-Out Payment Date and quoting the
  rate as of the immediately prior Business Day, plus 450 basis points.

	
   
	
   

	
   
	
                     Gross
  Revenues:  With respect to each
  Facility, all revenues received or receivable from or by reason of the
  operation of such Facility or any other use of the Leased Property of such
  Facility, Lessee’s Personal Property and Capital Additions including all
  revenues received or receivable for the use of or otherwise attributable to
  units, rooms, beds and other facilities provided, meals served, services
  performed (including ancillary services), space or facilities subleased or
  goods sold on or from the Leased Property and Capital Additions of such
  Facility and the amortization of Entrance Fees (as defined in the Addendum)
  related to the Facilities, all determined in accordance with GAAP; provided,
  however, that Gross Revenues shall not include:

	
   
	
   

	
   
	
                      (i)     non-operating
  revenues such as interest income or income from the sale of assets not sold
  in the ordinary course of business;

	
   
	
   

	
   
	
                      (ii)     contractual
  allowances (relating to any period during the Term) for billings not paid by
  or received from the appropriate governmental agencies or third party
  providers;




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                      (iii)     all
  proper patient billing credits and adjustments according to GAAP relating to
  health care accounting; and

	
   
	
   

	
   
	
                      
  (iv)    federal, state or local excise taxes and any tax
  based upon or measured by such revenues which is added to or made a part of
  the amount billed to the patient or other recipient of such services or
  goods, whether included in the billing or stated separately.

	
   
	
   

	
   
	
                      Gross
  Revenues for each Lease Year of such Facility shall include all cost report
  settlement amounts received in or payable during such Lease Year in
  accordance with GAAP relating to health care accounting, regardless of the
  year to which such settlement amounts are applicable; provided, however, that
  to the extent settlement amounts are applicable to years, or portions
  thereof, prior to the Commencement Date applicable to such Facility, such
  settlement amounts shall not be included in Gross Revenues for the Lease Year
  of such Facility in which such settlement amounts are received or paid.  Gross Revenues shall also include (x) the
  Gross Revenues of any Occupant under a Commercial Occupancy Arrangement
  (i.e., the Gross Revenues generated from the operations conducted on or from
  such subleased, licensed or other used or occupied portion of the Leased
  Property and all Capital Additions of such Facility shall be included
  directly in the Gross Revenues) if all or any portion of the rent received or
  receivable by Lessee from or under such Commercial Occupancy Arrangement is
  based on net income of such Occupant or would otherwise fail to qualify as
  “rents from real property” within the meaning of Section 856(d) of the Code,
  or any similar or successor provision thereto (in which event the rent
  received or receivable by Lessee from or under such Commercial Occupancy
  Arrangement shall be excluded from Gross Revenues), or (y) the rent received
  or receivable by Lessee from or under such Commercial Occupancy Arrangement,
  if no portion of the rent received or receivable by Lessee from or under such
  Commercial Occupancy Arrangement is based on net income of such Occupant and
  such rent qualifies as “rents from real property” within the meaning of
  Section 856(d) of the Code, or any similar or successor provision thereto (in
  which event the Gross Revenues of such Occupant shall be excluded from Gross
  Revenues herein).

	
   
	
   

	
   
	
                      Holland
  Monthly Supplemental Rent:  (a) For
  the period from the Commencement Date for the Holland Facility through and
  including June 30, 2006, the monthly sum of One Hundred Forty-Five Thousand
  Dollars ($145,000); and (b) commencing July 1, 2006, and continuing for the
  balance of the Term with respect to the Holland Facility, a monthly amount
  equal to one-twelfth (1/12th) of the product of (i) Sixteen
  Million Eight Hundred Sixty-Three Thousand Dollars ($16,863,000), times (ii)
  the Adjusted Lease Rate for the Holland Facility.

	
   
	
   

	
   
	
                      Homewood
  Contract of Acquisition:  As
  defined in the Recitals of this Amendment.

	
   
	
   

	
   
	
                      Incremental
  Gross Revenues:  With respect to
  each Facility, the positive amount, if any, by which the Gross Revenues for
  such Facility during the then current Lease Year or partial Lease Year for
  such Facility exceeds the Base Gross Revenues for such Facility.




5









	
   
	
                      Initial
  Facilities:  As defined in the
  Recitals of this Amendment.

	
   
	
   

	
   
	
                      Initial
  Facility Mortgages:  The Facility
  Mortgages set forth on Exhibit L attached to this Amendment, together with
  any amendments, renewals or extensions thereof.

	
   
	
   

	
   
	
                      Lexington
  Monthly Supplemental Rent:  (a)
  For the period from the Commencement Date for the Lexington Facility through
  and including May 31, 2015 (with such payment for May, 2015, due on or before
  April 6, 2015), a monthly amount payable in arrears as provided in Section
  3.1.3 and computed at the end of each month or partial month equal to the sum
  of (i) the actual interest payable on the Initial Facility Mortgage loan
  encumbering the Lexington Facility for the prior month or partial month
  (prorated for any partial month), plus (ii) one-twelfth (1/12th)
  of (A) Seventy-Five One-Hundredths Percent (0.75%) of the outstanding
  principal amount of the Initial Facility Mortgage loan encumbering the
  Lexington Facility as of the end of such prior month or partial month
  (prorated for any partial month), (B) the actual annual costs to Richmond
  RealCo, HCP or its Affiliate to obtain any letter of credit required to be
  posted to the Initial Facility Mortgagee of the Lexington Facility as
  security for the obligations owing thereunder, (C) the annual remarketing or
  similar fees paid in connection with the Initial Facility Mortgage for the
  Lexington Facility, (D) the annual fees and charges paid to any rating agency
  or similar organization in connection with rating letter updates on similar
  requirements in connection with the Initial Facility Mortgage for the Lexington
  Facility, and (E) the annual trustee fees and charges or any other incidental
  fees and charges payable on account of the Initial Facility Mortgage for the
  Lexington Facility, and (b) commencing April 1, 2015, and continuing for the
  balance of the Term with respect to the Lexington Facility, a monthly amount
  payable in advance as provided in Section 3.1.3 equal to one-twelfth (1/12th)
  of the product of (i) Eight Million Ten Thousand Dollars ($8,010,000), times
  (ii) the Adjusted Lease Rate for the Lexington Facility.

	
   
	
   

	
   
	
                      Minimum
  Annual Expenditure:  The
  following: (a) with respect to the Sun City Facility and Holland Facility,
  the product of (i) One Thousand Dollars ($1,000.00), times (ii) the number of
  units in the Sun City Facility and Holland Facility, as applicable; (b) with
  respect to the Lexington Facility, the product of (i) Seven Hundred Fifty
  Dollars ($750.00), times (ii) the number of units in the Lexington Facility;
  and (c) with respect to the Homewood Facility, the product of (i) Five
  Hundred Dollars ($500.00), times (ii) the number of units in the Homewood
  Facility.

	
   
	
   

	
   
	
                      Option
  Repurchase Price:  With respect to
  the Leased Property of the Sun City Facility, Homewood Facility and/or
  Holland Facility, as the case may be, the Minimum Repurchase Price for such
  Facility, as increased by three percent (3%) per Lease Year, cumulative and
  compounded, commencing with the expiration of the first Lease Year for such
  Facility, and upon the expiration of each Lease Year thereafter.

	
   
	
   

	
   
	
                      Phase
  II Lease:  As defined in the
  Recitals of this Amendment.




6









	
   
	
                      Qualified
  Capital Expenditures: 
  Expenditures capitalized (as opposed to expensed) in accordance with
  GAAP on the books of Lessee for any of the following:  replacement of furniture, fixtures and
  equipment, including refrigerators, ranges, major appliances, bathroom
  fixtures, doors (exterior and interior), central air conditioning and heating
  systems (including cooling towers, water chilling units, furnaces, boilers
  and fuel storage tanks) and replacement of siding; roof replacements,
  including replacements of gutters, downspouts, eaves and soffits; major
  repairs and replacements of plumbing and sanitary systems; overhaul of elevator
  systems; repaving, resurfacing and sealcoating of sidewalks, parking lots and
  driveways; repainting of entire building exterior and normal maintenance and
  repairs needed to maintain the quality and condition of a Facility in the
  market in which it operates, but excluding any other “alterations” as defined
  in Section 10.1.

	
   
	
   

	
   
	
                      Supplemental
  Rent:  Collectively, the Holland
  Monthly Supplemental Rent and the Lexington Monthly Supplemental Rent.




                    (b)     Amended
and Restated Definitions.  The
following definitions appearing in Article II of the Lease shall be amended and
restated, in their entireties, as indicated:

	
   
	
                      Commencement
  Date:  With respect to the Initial
  Facilities, September 23, 2003, and with respect to the Added Facilities, the
  Effective Date of this Amendment.  

	
   
	
   

	
   
	
                      Facility
  Mortgagee:  As of the Effective
  Date, the “Facility Mortgagee” for each Facility shall be as set forth on Exhibit
  L attached hereto.

	
   
	
   

	
   
	
                      Impositions
  (clause (d) only):  “(d) any
  recording taxes, indebtedness taxes or other taxes imposed with respect to or
  in connection with any of the Facility Mortgages; provided, however, that any
  recording taxes, indebtedness taxes or other taxes imposed with respect to or
  in connection with any of the Initial Facility Mortgages that are Master
  Trust Documents (as defined in the Addendum) shall be included in this
  definition of “Impositions”) or”  

	
   
	
   

	
   
	
                      Intangible
  Property:  All accounts, proceeds
  of accounts, rents, profits, income or revenues derived from the use of rooms
  or other space within the Leased Property or the providing of services in or
  from the Leased Property and all Capital Additions; documents, chattel paper,
  instruments, contract rights, deposit accounts, general intangibles,
  commercial tort claims, causes of action, investment property,
  letter-of-credit rights, letters of credit, money, securities entitlements,
  now owned or hereafter acquired by Lessee (including any right to any refund
  of any Impositions and any escrow deposits and reserve accounts required to
  be maintained in connection with any Entrance Fee Facilities (as defined in
  the Addendum) (including any minimum liquid reserves, operating reserves or
  renewal and replacement reserves) arising from or in connection with Lessee’s
  operation or use of the Leased Property and all Capital Additions; all
  licenses and permits now owned or hereinafter acquired by Lessee, which are
  necessary or desirable for Lessee’s use of the Leased Property and all
  Capital Additions for the Primary Intended Use, including, if applicable, any
  certificate of need, certificate of authority or similar certificate; the
  right to use any trade name or other name associated with the Facility; and
  any and all third-party provider agreements (including Medicare and
  Medicaid).



7









	
   
	
                      Land:  The real property or properties described
  in Exhibits A-1 through A-7 attached hereto, and, with respect
  to each Facility, the Land relating to such Facility.

	
   
	
   

	
   
	
                      Lessee:  Collectively, and jointly and severally,Fort Austin Limited Partnership, a
  Texas limited partnership, ARC Santa Catalina, Inc., a Tennessee corporation,
  ARC Richmond Place, Inc., a Delaware
  corporation, Freedom Village of Holland, Michigan, a Michigan general
  partnership, Freedom Village of Sun City Center, Ltd., a Florida limited
  partnership, and LaBARC, L.P., a Tennessee limited partnership; provided,
  however, that it is agreed and understood by all parties hereto that, with
  respect to each Facility, only the License Holder with respect to such
  Facility shall be entitled to operate or maintain such Facility, and in no
  event shall any Lessee other than the applicable License Holder with respect
  to such Facility be entitled to operate or maintain such Facility or take
  other actions with respect to such Facility to the extent that such
  operations or the taking of such actions would violate the licensure
  requirements or other laws or regulations of any governmental authority with
  respect to such Facility. 
  Notwithstanding the foregoing, nothing herein shall affect the joint
  and several liability of the Lessees.

	
   
	
   

	
   
	
                      Lessor:  Collectively, as their
  interests may appear, Health Care Property Investors, Inc., a Maryland
  corporation, Texas HCP Holding, L.P., a Delaware limited partnership, Texas
  HCP REVX, L.P., a Delaware limited partnership, ARC Richmond Place Real
  Estate Holdings, LLC, a Delaware limited liability company, ARC Holland Real
  Estate Holdings, LLC, a Delaware limited liability company, ARC Sun City
  Center Real Estate Holdings, LLC, a Delaware limited liability company, and
  ARC LaBARC Real Estate Holdings, LLC, a Delaware limited liability company;
  provided, however, that with respect to any matter as it relates to a
  particular Facility (including, but not limited to, any matter in which
  Lessor’s consent or approval is required for a particular Facility), as used
  herein, “Lessor” shall mean only that Lessor which is the fee owner of such
  Facility.  As of the date hereof, the
  “Lessor” for each Facility is as set forth on Exhibit G attached
  hereto.

	
   
	
   

	
   
	
                      Rent:  Collectively, Minimum Rent, Additional
  Rent, Supplemental Rent, Additional Charges and all other amounts payable
  under this Lease.




8









	
   
	
                      Transfer
  Consideration:  With respect to
  any Transfer constituting a Master Sublease (other than a Master Sublease
  entered into in connection with a Sale of Business), “Transfer Consideration”
  shall mean Fifty Percent (50%) of the positive remainder, if any, obtained by
  subtracting (x) the Allocated Minimum Rent, Allocated Additional Rent
  and Supplemental Rent payable by Lessee under this Lease with respect to such
  Facility from (y) the Fair Market Rental of such Facility, all
  determined on a monthly basis, prorating such Fair Market Rental and
  Allocated Minimum Rent, Allocated Additional Rent and Supplemental Rent, as
  appropriate, if less than all of such Facility is Master Subleased.  Fifty Percent (50%) of such remainder
  shall be paid by Lessee to Lessor monthly when the Allocated Minimum Rent,
  Allocated Additional Rent and Supplemental Rent of such Facility is due;
  provided, however, that in no event shall the total Transfer Consideration to
  which Lessor is entitled in connection with any such Master Sublease exceed
  the total consideration given directly or indirectly (including through one
  or more intermediaries) to Lessee, to any Controlling Person(s) or to any
  other Person in exchange for, in connection with, related to or arising out
  of the transaction(s) as to which such Master Sublease is a part.  With respect to any other Transfer (i.e.,
  a Transfer other than pursuant to a Master Sublease, but including a Master
  Sublease which is part of a Sale of Business) “Transfer Consideration” shall
  mean Fifty Percent (50%) of
  the Leasehold FMV.  Lessee
  acknowledges and agrees that the terms under which Lessor is entitled to the
  payment of Transfer Consideration pursuant to this Lease and the amount thereof
  has been freely negotiated and represents a fair and equitable division with
  Lessor of the consideration payable in connection with a Transfer taking into
  account, among other things, Lessor’s investment in the Leased Property, the
  terms of this Lease and the inherent risks of owning and leasing real
  property.  As used herein, the term
  “consideration” shall mean and include money, services, property and other
  things of value, including payment of costs, cancellation or forgiveness of
  indebtedness, discounts, rebates, barter and the like.




                              (c)     Deleted
Definitions.  The following
definitions appearing in Article II of the Lease, as well as all or the
applicable portion of any provisions directly related thereto, shall be deleted
in their entireties:  “HCPI Loan
Agreement,” and “HCPI Loan Documents.”

                              (d)     Rent.  Sections 3.1, 3.2 and 3.3 of the Lease are
hereby amended to read, in their entirety, as follows:


	
   
	
                      
  “3.1 Rent.  Lessee shall pay to
  Lessor in lawful money of the United States of America which shall be legal
  tender for the payment of public and private debts, without offset or
  deduction, the amounts set forth hereinafter as Minimum Rent, Additional Rent
  and Supplemental Rent during the Term. 
  Payments of Minimum Rent, Additional Rent and Supplemental Rent shall
  be made by wire transfer of funds initiated by Lessee to Lessor’s account or
  to such other Person as Lessor from time to time may designate in
  writing.  Lessee shall pay to Lessor
  Minimum Rent and Supplemental Rent monthly, in advance on or before the sixth
  (6th) day of each calendar month; provided, however, that prior to
  April 1, 2015, Lexington Monthly Supplemental Rent shall be payable in
  arrears on or before the sixth (6th) day of each calendar month
  for the prior month.  The first
  monthly payment of Minimum Rent and Supplemental Rent shall be payable on the
  Commencement Date (prorated as to any partial calendar month at the beginning
  of the Term), except that the first monthly payment of Lexington Monthly
  Supplemental Rent shall be payable on the sixth (6th) day of the
  first calendar month following the Commencement Date for the Lexington
  Facility.  Additional Rent shall be
  payable as and when required pursuant to Section 3.2 below.

	
   
	
   
	
   

	
   
	
   
	
                      3.1.1
      Allocated Minimum Rent. 
  Subject to Section 3.1.2 below, the following shall apply:




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                                (a)     For
  the period from the Commencement Date through and including the expiration of
  the first (1st) Lease Year of Term with respect to the Initial
  Facilities, Lessee shall pay monthly “Allocated Base Minimum Rent” for all of
  the Initial Facilities in the amount as set forth on Exhibit B
  attached hereto and incorporated herein by this reference.

	
   
	
   
	
   

	
   
	
   
	
                                (b)     For
  the entire Term (including the Extended Terms, if any) with respect to the
  Added Facilities, Lessee shall pay monthly “Allocated Base Minimum Rent” for
  all of the Added Facilities in the amount as set forth on Exhibit B
  attached hereto and incorporated herein by this reference.  

	
   
	
   
	
   

	
   
	
   
	
                   3.1.2
      Allocated Minimum Rent Increases for Initial Facilities and Earn-Out.

	
   
	
   
	
   

	
   
	
   
	
                                (a)     Commencing
  upon the expiration of the first (1st) Lease Year of the Term with
  respect to the Initial Facilities and upon the expiration of each Lease Year
  thereafter with respect to the Initial Facilities during the applicable Term
  (including the Extended Terms, if any), the then current monthly “Allocated
  Minimum Rent” for each Initial Facility shall be adjusted for such ensuing
  Lease Year to an amount equal to the product of (i) the monthly
  Allocated Minimum Rent paid or payable for such Initial Facility for the last
  full month of the immediately prior Lease Year, times (ii) the sum of (x) one
  (1), plus (y) the applicable Fixed Increase (expressed as a decimal) for such
  Lease Year.

	
   
	
   
	
   

	
   
	
   
	
                                (b)     The
  monthly Allocated Minimum Rent with respect to the Homewood Facility shall be
  increased from time to time on each Earn-Out Payment Date by an amount equal
  to one-twelfth (1/12) of the product of (i) the particular Earn-Out Amount
  paid by Lessor on such Earn-Out Date, times (ii) the then applicable Earn-Out
  Rate.  Monthly Allocated Minimum Rent
  payable for the Homewood Facility for any months during which an Earn-Out
  Payment Date occurs shall be prorated based upon the number of days for which
  the different rental amounts apply.

	
   
	
   
	
   

	
   
	
   
	
                   3.1.3
      Supplemental Rent.  With respect to
  the Holland Facility and the Lexington Facility only, for the entire Term
  (including the Extended Terms, if any), Lessee shall pay monthly the
  applicable Supplemental Rent for such Facilities; provided, however, that
  prior to April 1, 2015, Lexington Monthly Supplemental Rent shall be payable
  in arrears on or before the sixth (6th) day of the calendar month
  for the prior month.  Commencing April
  1, 2015, such Lexington Monthly Supplemental Rent shall be paid in advance on
  or before the sixth (6th) day of the then current calendar month;
  provided further, however, that on or before the sixth (6th) day
  of April, 2015, Lessee shall also pay the last monthly installment payable in
  arrears for March, 2015.”

	
   
	
   
	
   

	
   
	
             “3.2    Additional Rent; Quarterly Calculation and Payment of Additional Rent; Annual Reconciliation. 




10










	
   
	
   
	
                3.2.1
     In addition to the Minimum Rent and Supplemental Rent, Lessee shall,
  commencing with the first (1st) Quarter of the second (2nd) Lease Year of the
  Fixed Term with respect to the Added Facilities and continuing through the
  expiration of the Term (including the Extended Terms, if any), pay to Lessor
  annual “Allocated Additional Rent” with respect to each Added Facility in the
  amount of Sixteen Percent (16%) of Incremental Gross Revenues
  for such Added Facility.  Beginning in
  the third (3rd) Lease Year of the Fixed Term with respect to each Added
  Facility and continuing through the expiration of the Term (including the
  Extended Terms, if any), annual Additional Rent for each Added Facility shall
  be at least equal to the highest annual Additional Rent attributable to such
  Added Facility for any prior Lease Year.

	
   
	
   
	
   

	
   
	
   
	
                 3.2.2
      Lessee shall calculate and pay Additional Rent for each Added Facility
  quarterly, in arrears, for the portion of the entire Lease Year, on a
  cumulative basis, up to the end of the Quarter then most recently ended, less
  the Additional Rent already paid and attributable to such Lease Year for such
  Added Facility.  If at the time any
  calculation on account of Additional Rent is to be made the applicable Gross
  Revenues for any Added Facility are not yet available, Lessee shall use its
  best estimate of the applicable Gross Revenues for such Added Facility.  Each quarterly payment of Additional Rent
  shall be delivered to Lessor, together with an Officer’s Certificate setting
  forth the calculation thereof, on or before the last Business Day of the
  calendar month immediately following the end of the corresponding Quarter.

	
   
	
   
	
   

	
   
	
   
	
                 3.2.3
      Within sixty (60) days after the end of each Lease Year, Lessee shall deliver
  to Lessor an Officer’s Certificate setting forth the Gross Revenues for such
  Lease Year for each Added Facility. 
  As soon as practicable following receipt by Lessor of such
  Certificate, Lessor shall determine the Additional Rent for such Lease Year
  for each such Added Facility and give Lessee notice of the same together with
  the calculations upon which the Additional Rent for each such Added Facility
  was based. If such Additional Rent for any Added Facility exceeds the sum of
  the quarterly payments of Additional Rent for such Added Facility previously
  paid by Lessee with respect to such Lease Year, Lessee shall forthwith pay
  such deficiency to Lessor.  If such
  Additional Rent for such Lease Year is less than the amount previously paid
  by Lessee with respect thereto, Lessor shall, at Lessee’s option, either
  (i) remit to Lessee its check in an amount equal to such difference, or
  (ii) credit such difference against the quarterly payments of Additional
  Rent next coming due.

	
   
	
   
	
   

	
   
	
   
	
                   3.2.4
      Any difference between the annual Additional Rent for any Added Facility for
  any Lease Year as shown in said Officer’s Certificate and the total amount of
  quarterly payments for such Lease Year previously paid by Lessee, whether in
  favor of Lessor or Lessee, shall bear interest at a rate equal to the rate
  payable on 90-day U.S. Treasury Bills as of the last Business Day of such
  Lease Year until the amount of such difference shall be paid or otherwise
  discharged.




11









	
   
	
   
	
                   3.2.5
      If the expiration or earlier termination of the Term with respect to an Added
  Facility is a day other than the last day of a Lease Year, then the amount of
  the last quarterly installment of Additional Rent for such Added Facility
  shall be paid pro rata on the basis of the actual number of days in such
  Lease Year.

	
   
	
   
	
   

	
   
	
   
	
                   3.2.6
      As soon as practicable after the expiration or earlier termination of the
  Term with respect to an Added Facility, a final reconciliation of Additional
  Rent with respect to such Added Facility shall be made taking into account,
  among other relevant adjustments, any unresolved contractual allowances which
  relate to Gross Revenues for such Added Facility accrued prior to such
  expiration or termination; provided that if the final reconciliation has not
  been made within six (6) months of such expiration or termination, then a
  final reconciliation shall be made at that time based on all available
  relevant information, including Lessee’s good faith best estimate of the
  amount of any unresolved contractual allowances.”

	
   
	
   
	
   

	
   
	
            “3.3.
      Confirmation of Additional Rent. 
  Lessee shall utilize, or cause to be utilized, an accounting system
  for the Leased Property and all Capital Additions relating to each Added
  Facility in accordance with its usual and customary practices and in
  accordance with GAAP which will accurately record all Gross Revenues for each
  Added Facility and Lessee shall retain for at least seven (7) years after the
  expiration of each Lease Year reasonably adequate records conforming to such
  accounting system showing all Gross Revenues for such Lease Year for each
  Added Facility.  Lessor, at its own
  expense except as provided hereinbelow, shall have the right from time to
  time by its accountants or representatives, to review and/or audit the
  information set forth in the Officer’s Certificate referred to in Section 3.2
  and in connection with such review and/or audit to examine Lessee’s records
  with respect thereto (including supporting data and sales tax returns)
  subject to any prohibitions or limitations on disclosure of any such data
  under applicable law or regulations including any duly enacted “Patients’
  Bill of Rights” or similar legislation, or as may be necessary to preserve
  the confidentiality of the Facility-patient relationship and the
  physician-patient privilege.  If any
  such review and/or audit discloses a deficiency in the payment of Additional
  Rent, Lessee shall forthwith pay to Lessor the amount of the deficiency
  together with interest thereon at the Overdue Rate compounded monthly from
  the date when said payment should have been made to the date of payment
  thereof.  If any such review and/or
  audit discloses that the Gross Revenues actually received by Lessee for any
  Lease Year exceed those reported by Lessee by more than Two Percent (2%),
  Lessee shall pay the costs of such review and/or audit. Any proprietary
  information obtained by Lessor pursuant to such review and/or audit shall be
  treated as confidential, except that such information may be used, subject to
  appropriate confidentiality safeguards, in any litigation or arbitration
  proceedings between the parties and except further that Lessor may disclose
  such information to prospective lenders or purchasers.”




                    (e)     Additional
Charges.  The phrase “Additional
Rent and Supplemental Rent” is hereby added after the phrase “Minimum Rent” in
the first sentence of Section 3.4 of the Lease.

12









                    (f)     Net
Lease.  The phrase “Additional Rent
and Supplemental Rent” is hereby added after the phrase “Minimum Rent” in the
last sentence of Section 3.6 of the Lease. 


                    (g)     Initial
Facility Mortgages. The following is hereby added as a new Section 4.6 of
the Lease: 

	
   
	
            “4.6     Initial
  Facility Mortgages. 
  Notwithstanding anything to the contrary contained in this Lease,
  during the Term of this Lease, Lessee shall be solely responsible and hereby
  covenants to fund and maintain any and all impound, escrow or other reserve
  or similar accounts required under any Initial Facility Mortgage as security
  for or otherwise relating to any operating expenses of the Facility,
  including any capital repair or replacement reserves and/or impounds or
  escrow accounts for Impositions or insurance premiums (each an “Operating
  Reserve Account”), but excluding any so-called debt service or
  loan payment sinking funds required under any such Initial Facility Mortgage
  and excluding any such accounts (or modified requirements with respect to any
  existing Operating Reserve Account) required by virtue of any amendment to
  the Initial Facility Mortgages after the date hereof unless (i) Lessee consents in writing to such
  amendments, which consent shall not be unreasonably withheld, or (ii) such
  account(s) required by virtue of any such amendment(s) do not materially
  increase Lessee’s monetary obligations under this Section 4.6.  During the Term of this Lease and provided
  that no Event of Default shall have occurred and be continuing hereunder,
  Lessee shall, subject to the terms and conditions of such Operating Reserve
  Account and the requirements of the Facility Mortgagee(s) under such Initial
  Facility Mortgages, have access to and the right to apply or use (including
  for reimbursement) to the same extent of Lessor all monies held in each such
  Operating Reserve Account for the purposes and subject to the limitations for
  which such Operating Reserve Account is maintained; Lessor agrees to
  reasonably cooperate with Lessee in connection therewith.  The right of Lessee to use and apply such
  Operating Reserve Account monies in accordance with the foregoing shall also
  apply to any monies currently held or maintained in an Operating Reserve
  Account as of the date hereof, regardless whether originally funded by Lessor
  or Lessee.”




                    (h)     Termination
with Respect to Fewer than All of the Facilities.  The phrase “Allocated Additional Rent and/or Supplemental Rent,
as applicable” is hereby added after the phrase “Allocated Minimum Rent” in
clause (b) of Section 5.2 of the Lease.

                    (i)     Events
of Default. The following shall be added as a new Section 16.1(v) of the Lease:


                    “(v)     a
default shall occur under the Phase II Lease (including any amendments,
modifications and/or restatements thereof) where the default is not cured
within any applicable grace period set forth therein.” 

                    (j)     Damages.  The following shall be added to the end of
the second to last paragraph of Section 16.3 of the Lease: 

	
   
	
            “For
  purposes of determining the worth at the time of the award, Additional Rent
  that would have been payable for the remainder of the Term shall be deemed to
  be the greater of (y) the same as the Additional Rent for the then
  current Lease Year or, if not determinable, the immediately preceding Lease
  Year; and (z) such other amount as Lessor shall demonstrate could reasonably
  have been earned.”




13








                    (k)     Renewal
Terms.  Notwithstanding anything to
the contrary in Section 19.1 of the Lease, Lessee shall have the right to renew
the Lease, as amended hereby, with respect to the Leased Property of the Initial
Facilities (as a group) and the Added Facilities (as a group) for three (3) ten
(10) year Extended Terms in accordance with the terms of Section 19.1 of the
Lease.  Lessee’s right to renew the
Lease, as amended hereby, for any applicable Extended Term, however, may not be
exercised with respect to the Leased Property of less than all of the Initial
Facilities as a group or less than all of the Added Facilities as a group.

                    (l)     Transfer
Prohibition.  The phrase “(except in
connection with an Initial Facility Mortgage or as provided in Section 48.6 of
the Addendum)” is hereby added after the phrase “Lessee’s leasehold estate
hereunder” in clause (i) of Section 24.1.1 of the Lease.


                    (m)    Financial
Statements.  Sections 25.1.2(a), (b)
and (c) of the Lease shall be amended to read, in their entireties, as follows:


	
   
	
                      “(a)     (i)
  within twenty (20) days after the end of each calendar quarter, unaudited
  balance sheets and statements of income of Lessee, ARCPI and its consolidated
  Subsidiaries, and ARC and its consolidated Subsidiaries as of the end of such
  calendar quarter, (ii) when available, following the end of each calendar
  quarter, unaudited changes in common stock and other stockholders’ equity and
  statements of cash flows of ARC and its consolidated Subsidiaries and (iii)
  within ninety (90) days after the end of Lessee’s, ARCPI’s and ARC’s fiscal
  years, (A) a copy of the unaudited balance sheets of Lessee, and audited
  consolidated balance sheets of ARCPI and its consolidated Subsidiaries and
  ARC and its consolidated Subsidiaries as of the end of such fiscal year,
  (B) related audited consolidated statements of income, changes in common
  stock and other stockholders’ equity and statement of cash flows of ARCPI and
  its consolidated Subsidiaries and ARC and its consolidated Subsidiaries for
  such fiscal year, and (C) related unaudited statements of income of Lessee,
  in all cases prepared in accordance with GAAP applied on a basis consistently
  maintained throughout the period involved (such audited consolidated
  financial statements of ARC and ARCPI to be certified by nationally
  recognized certified public accountants);

	
   
	
   

	
   
	
                      “(b)     within
  ninety (90) days after the end of each of Lessee’s, ARCPI’s and ARC’s fiscal
  years, and together with the annual audit report furnished in accordance with
  clause (a) above, an Officer’s Certificate stating that to the best of the
  signer’s knowledge and belief after making due inquiry, Lessee is not in
  default in the performance or observance of any of the terms of this Lease,
  or if Lessee shall be in default, specifying all such defaults, the nature
  thereof, and the steps being taken to remedy the same;




14









	
   
	
                      “(c)     within
  thirty (30) days after the end of each of the first twelve (12) months of the
  Term and the last eighteen (18) months of the Term, all consolidated
  financial reports that Lessor may reasonably request containing, among other
  things, detailed statements of income and detailed operational statistics
  regarding occupancy rates, patient and resident mix and patient and resident
  rates by type for each Facility; and otherwise within thirty (30) days after
  the end of each of Lessee’s quarters, all quarterly consolidated financial
  reports Lessor may reasonably request containing, among other things,
  detailed statements of income and detailed operational statistics regarding
  occupancy rates, patient and resident mix and patient and resident rates by
  type for each Facility;”




                    
(n)     New Lease.  The following is hereby added to the end of Section 31.2.1(a) of
the Lease:  

	
   
	

             “Any
  Allocated Additional Rent and/or Supplemental Rent payable for such Separated
  Property(ies) shall be allocated to such Separated Property(ies) under such
  New Lease.”




                    (o)     Notices.  Section 33.1 of the Lease is hereby amended
to provide for notices to Lessor to be addressed as follows: 

	
   
	
  If to
  Lessor:
	
   
	
  Health Care
  Property Investors, Inc. 

	
   
	
   
	
   
	
  3760 Kilroy
  Airport Way, Suite 300 

	
   
	
   
	
   
	
  Long Beach,
  California 90806

	
   
	
   
	
   
	
  Attn:
	
  Legal
  Department 

	
   
	
   
	
   
	
  Fax:
	
  (562)
  733-5200

	
   
	
   
	
   
	
   

	
   
	
  with a copy
  to:
	
   
	
  Latham &
  Watkins LLP

	
   
	
   
	
   
	
  650 Town
  Center Drive, Suite 2000

	
   
	
   
	
   
	
  Costa Mesa,
  California 92626

	
   
	
   
	
   
	
  Attn:
	
  David C.
  Meckler, Esq.

	
   
	
   
	
   
	
  Fax:
	
  (714)
  755-8290




                    (p)     Covenants
with Respect to Operations and Fundamental Changes of Lessee.  The phrase “except in connection with the
Initial Facility Mortgages and the indebtedness secured thereby,” is hereby
added at the beginning of Sections 47.1(d) and 47.1(h) of the Lease.  The phrase “except in connection with the
Initial Facility Mortgages” is hereby added after the phrase “any other Person”
in Section 47.1(s) of the Lease.

                    (q)     Exhibits
and Schedules. Exhibits A-4, A-5, A-6 and A-7
attached hereto shall be appended to Exhibit A of the Lease.  Exhibit B shall be amended and
restated with the information on Schedule 1 attached hereto.  Exhibit F shall be amended and
restated with the information on Schedule 2 attached hereto.  Exhibit G shall be amended and
restated with the information on Schedule 3 attached hereto.  Exhibit H shall be amended and
restated with the information on Schedule 4 attached hereto.  Exhibit I shall be amended and
restated with the information on Schedule 5 attached hereto.  Exhibit J shall be amended and
restated with the information on Schedule 6 attached hereto.  Exhibit K and Exhibit L
attached hereto shall be appended to and hereafter form part of the Lease, as
hereby amended.


15








                    (r)     Addendum.  The Addendum attached hereto shall be
appended to and hereafter form part of the Lease, as hereby amended.

                    (s)     General
Matters Relating to the Commencement Date and Related Matters Affecting the
Initial Facilities and Added Facilities. 
The parties hereto agree and acknowledge that the effect of having
different Commencement Dates with respect to certain Facilities shall be, among
other things, that (i) the Lease Year shall be different with respect to those
Facilities having different Commencement Dates, and the (ii) the Fixed Term and
Extended Terms, if any, shall commence and expire at different times with
respect to those Facilities having different Commencement Dates.

          4.       Quarterly
Cash Flow Coverage; Cash Security Deposit and Impound Accounts for Added
Facilities.

                    (a)     Without
in any way limiting Lessee’s obligations under Section 25.1.2 of the Lease,
within thirty (30) days of the end of each Quarter during the Term for the
Added Facilities, including the first (1st) Quarter of the Fixed
Term for the Added Facilities, Lessee shall provide such information to Lessor
as necessary for Lessor to ascertain Lessee’s Cash Flow Coverage for such Quarter;
provided, however, that for purposes of this Section 4 and the determination of
Cash Flow Coverage for all Facilities only, each Quarter for the Initial
Facilities shall be deemed to commence and end concurrent with each Quarter for
the Added Facilities, notwithstanding that the actual Quarters for the Added
Facilities and Initial Facilities may commence and end on different dates.  If for any Quarter, commencing with the
expiration of the first Quarter of the Fixed Term for the Added Facilities, the
average Cash Flow Coverage for all Facilities (i.e. all Initial Facilities and
Added Facilities) is less than 1.1 or if for any two (2) consecutive Quarters
the average Cash Flow Coverage for all Facilities is less than 1.2 (in either
case, a “Triggering Event”), then
Lessee shall immediately deposit with Lessor cash (the “Cash Security Deposit”) as additional
security for Lessee’s obligations under the Lease, as hereby amended, in an
amount equal to Twenty-Five Percent (25%) of the sum of the aggregate annual
(i) Minimum Rent, (ii) Supplemental Rent (to be reasonably estimated by Lessor
in the case of Lexington Monthly Supplemental Rent through May 30, 2015) and
(iii) Lessor’s reasonable estimate of Additional Rent, in each case for the
Added Facilities only.  Lessor shall
either keep the Cash Security Deposit in a separate interest-bearing account as
may be selected by Lessor from time to time, or may commingle the Cash Security
Deposit with its general funds so long as Lessor credits and adds to the Cash
Security Deposit each month an amount equal to the interest that would have
been earned on the Cash Security Deposit had Lessor invested the same in an
interest-bearing account, as reasonably determined by Lessor.  In either case, all earned interest or deemed
interest on such Cash Security Deposit shall be added to and become part of the
Cash Security Deposit and held and applied by Lessor in accordance with the
provisions of this Section 4.  All
interest or deemed interest earned on the Cash Security Deposit shall be for
the account of Lessee and Lessee shall promptly deliver to Lessor upon request
any Internal Revenue Service Form W-9 or such other certification as Lessor may
reasonably request in connection with the investment of such Cash Security Deposit.  No notice to Lessee shall be required to
enable Lessor to draw upon or apply such Cash Security Deposit.  In the event of a transfer of Lessor’s
interest in the Leased Property, Lessor shall transfer the Cash Security
Deposit to the transferee and thereupon shall, without any further agreement
between the parties, be released by Lessee from all liability therefor, and it
is agreed that the provisions hereof shall apply to every transfer or
assignment of such Cash Security Deposit to a new Lessor.


16









                    (b)     If,
at any time after a Triggering Event, the average Cash Flow Coverage for all
Facilities for three (3) consecutive Quarters is greater than 1.2, then Lessor
shall release to Lessee the Cash Security Deposit.  Any subsequent Triggering Event shall, however, entitle Lessor to
require that Lessee again fund such Cash Security Deposit in accordance with
the provisions of this Section 4.

                    (c)     Lessor
shall have the right to apply all or any portion of the Cash Security Deposit
up to its full amount, as applicable, whenever (i) an Event of Default
hereunder has occurred, (ii) an event of default beyond applicable periods of
notice and cure under any other lease or agreement between Lessor or an
Affiliate of Lessor and Lessee or an Affiliate of Lessee or under any other
letter of credit, guaranty, mortgage, deed of trust, or other instrument now or
hereafter executed by Lessee or an Affiliate of Lessee in favor of Lessor or an
Affiliate of Lessor has occurred or (iii) an event or circumstance has occurred
which with notice or passage of time, or both, would constitute an Event of
Default hereunder or an event of default under any such other lease, agreement,
letter of credit, guaranty, mortgage, deed of trust or other instrument,
notwithstanding that transmittal of any such notice may be barred by applicable
law.  No such application of the Cash
Security Deposit shall (A) cure or constitute a waiver of an Event of Default,
(B) be deemed to fix or determine the amounts to which Lessor is entitled to
recover under the Lease, as hereby amended, or otherwise, or (C) be deemed to
limit or waive Lessor’s right to pursue any remedies provided for in the Lease,
as hereby amended.  If any portion of
the Cash Security Deposit is applied by Lessor, Lessee shall, within two (2)
business days after demand by Lessor, cause an amount equal to the amount of
Cash Security Deposit previously applied to be paid to Lessor in order to
replenish the Cash Security Deposit to the full required amount.

                    (d)     Notwithstanding
anything to the contrary in the Lease, as hereby amended, during any period in
which Lessee is required to deposit and maintain with Lessor the Cash Security
Deposit as provided in this Section 4, regardless whether Lessee has failed to
timely pay Impositions, Lessor shall be entitled by written notice to Lessee to
require Lessee, for the duration of such same period, to make real estate tax
impound deposits pursuant to Section 4.4 of the Lease.


                    (e)     If
Lessee is required to fund the Cash Security Deposit or real estate tax impound
as provided in this Section 4 and fails to do so within fifteen (15) days after
Lessee’s request to do so (the “Deposit Outside Date”), then without limiting
or waiving Lessor’s right to pursue any remedies provided for in the Lease, as
hereby amended, or at law or equity by reason of Lessee’s failure to perform
its obligations under this Section 4, effective on the Deposit Outside Date and
continuing for the balance of the Term with respect to the Added Facilities,
Monthly Allocated Minimum Rent shall immediately be increased by one-twelfth
(1/12th) of the product of (i) One-Half of One Percent (0.50%),
times (ii) the Minimum Repurchase Price for each such Added Facility.

17








                    (f)     LESSEE
WAIVES THE PROVISIONS OF ANY APPLICABLE LAWS NOW IN FORCE OR THAT BECOME IN
FORCE AFTER THE EFFECTIVE DATE HEREOF, THAT PROVIDE IN SUBSTANCE THAT LESSOR
MAY CLAIM FROM A CASH SECURITY DEPOSIT ONLY THOSE SUMS REASONABLY NECESSARY TO
REMEDY DEFAULTS IN THE PAYMENT OF RENT, TO REPAIR DAMAGE CAUSED BY LESSEE, OR
TO CLEAN THE LEASED PROPERTY.  LESSOR
AND LESSEE AGREE THAT LESSOR MAY, IN ADDITION, CLAIM THOSE SUMS NECESSARY TO
COMPENSATE LESSOR FOR ANY OTHER FORESEEABLE OR UNFORESEEABLE ACTUAL LOSS OR
DAMAGE CAUSED BY THE ACT OR OMISSION OF LESSEE OR LESSEE’S OFFICERS, AGENTS,
EMPLOYEES, INDEPENDENT CONTRACTORS, OR INVITEES, INCLUDING, BUT NOT LIMITED TO
THOSE DAMAGES TO WHICH LESSOR IS ENTITLED PURSUANT TO ARTICLE XVI OF THE LEASE.

Lessee’s Initials: __________


                    (g)     If
Lessee shall fully and faithfully perform every provision of the Lease, as
hereby amended, to be performed by Lessee, upon the expiration of the Term of
the Lease, as hereby amended, with respect to the last Facility the Cash
Security Deposit shall be applied against any amounts owed by Lessee to Lessor
and any balance thereof shall be returned to Lessee (or at Lessor’s option, to
the last permitted assignee of Lessee’s interest under the Lease, as hereby
amended) within ninety (90) days after the expiration of such Term.

	
   
	
  5.
	
  Required
  Maintenance and Capital Expenditures.




                    (a)     Without
in any way limiting Lessee’s obligations under Section 9.1 or elsewhere in the
Lease, commencing on the Effective Date and continuing through the expiration
of the Term (including any Extended Terms) with respect to the Added
Facilities, Lessee covenants and agrees to expend each Lease Year the
applicable Minimum Annual Expenditure for Qualified Capital Expenditures to
improve and maintain each Added Facility. 
Within thirty (30) days after the expiration of each Lease Year during
the Term with respect to the Added Facilities, Lessee shall deliver to Lessor
written evidence reasonably satisfactory to Lessor as to the total actual
out-of-pocket costs incurred and paid by Lessee in performing Qualified Capital
Expenditures for each Added Facility for the immediately prior Lease Year
(excluding, however, any amounts funded from Replacement Reserve
Deposits).  If the actual out-of-pocket
costs incurred and paid by Lessee (excluding, however, any amounts funded from
Replacement Reserve Deposits) in performing Qualified Capital Expenditures for
any Added Facility for any Lease Year are less than the Minimum Annual
Expenditure, then Lessee shall deposit with Lessor as a repair and replacement
deposit with respect to such Added Facility (with respect to any such Added
Facility, a “Replacement Reserve Deposit”) such difference.  Lessor shall either keep the Replacement
Reserve Deposit in a separate interest-bearing account as may be selected by
Lessor from time to time, or may commingle the Replacement Reserve Deposit with
its general funds so long as Lessor credits and adds to the Replacement Reserve
Deposit each month an amount equal to the interest that would have been earned
on the Replacement Reserve Deposit had Lessor invested the same in an
interest-bearing account, as reasonably determined by Lessor.  In either case, all earned interest or
deemed interest on such Replacement Reserve Deposit shall be added to and
become part of the Replacement Reserve Deposit and held and applied by Lessor
in accordance with the provisions of this Section 5.  All interest or deemed interest earned on the Replacement Reserve
Deposit shall be for the account of Lessee, and Lessee shall promptly deliver
to Lessor upon request any Internal Revenue Service Form W-9 or such other
certification as Lessor may reasonably request in connection with the investment
of such Replacement Reserve Deposit. 
The Replacement Reserve Deposits are solely for the protection of Lessor
and the Leased Property of each Added Facility and entail no responsibility on
Lessor’s part beyond the payment of the respective items for which they are
held following receipt of bills, invoices or statements therefor in accordance
with the terms of this Section 5 and beyond the allowing of due credit for the
sums actually received.  Upon assignment
of this Lease by Lessor, any Replacement Reserve Deposits shall be turned over
to the assignee and any responsibility of Lessor, as assignor, with respect
thereto shall terminate.

18









                    (b)     So
long as no Event of Default or an event or circumstance has occurred which with
notice or passage of time, or both, would constitute an Event of Default under
the Lease, as hereby amended, and is continuing, Lessor shall, to the extent of
the Replacement Reserve Deposit for an Added Facility, disburse to Lessee the
amount incurred and paid by Lessee in performing any Qualified Capital
Expenditure for the applicable Added Facility within fifteen (15) days
following: (i) the receipt by Lessor of a written request from Lessee for
disbursement and a certification by Lessee in form and substance reasonably
satisfactory to Lessor that the applicable Qualified Capital Expenditures has
been completed; (ii) the delivery to Lessor of paid invoices, receipts or
other evidence reasonably satisfactory to Lessor, verifying the cost and payment
of performing Qualified Capital Expenditures; and (iii) to the extent
applicable, the delivery to Lessor of affidavits, lien waivers or other
evidence reasonably satisfactory to Lessor showing that all materialmen,
laborers, subcontractors and any other parties who might or could claim
statutory or common law liens and are furnishing or have furnished material or
labor to the Leased Property of such Added Facility have been (or upon receipt
of a sum certain will be) paid all amounts due for labor and materials
furnished to the Leased Property of such Added Facility.  Lessor shall not be required to make
advances from any Replacement Reserve Deposit more frequently than once in any
thirty (30) day period.

                    (c)     Without
in any way limiting any right or remedy of Lessor, whether under the Lease, as
hereby amended, at law or at equity, if upon the expiration or earlier
termination of the Lease Lessor reasonably determines that Lessee has failed to
maintain and repair any Added Facility in accordance with the terms of the
Lease, as hereby amended, then Lessor shall be entitled to retain and apply any
remaining Replacement Reserve Deposits for any Added Facility towards costs of
repairing or refurbishing the Leased Property of any Added Facility which has
not been maintained or repaired in the condition required by the Lease, as
hereby amended, as reasonably determined by Lessor, and the balance, if any,
shall be returned to Lessee.


19








	
   
	
  6.
	
  Option to
  Purchase Certain Added Facilities.






                    (a)     Exercise
of Option.  Provided no Event of
Default, or event which, with notice or lapse of time or both, would constitute
an Event of Default, has occurred and is continuing under the Lease, as hereby
amended, Lessor hereby grants to Guarantor the option to purchase at the end of
the Fixed Term and each Extended Term, as the case may be, the Leased Property
of the Sun City Facility, Homewood Facility and/or Holland Facility at the then
Option Repurchase Price for such Facility; provided, however, that Guarantor
may only exercise its option to purchase the Sun City Facility and Homewood
Facility, if at all, as a group and upon any exercise thereof the purchase
transaction therefor shall close simultaneously in accordance with the
provisions of this Section 6(a). 
Subject to the foregoing, each such option shall be exercised, if at
all, upon written notice from Guarantor to Lessor given not earlier than
eighteen (18) months and not less than fifteen (15) months prior to the
expiration of the Fixed Term or the applicable Extended Term, as the case may
be, and concurrently with such notice to Lessor, opening an escrow (the “Escrow”)
with and by depositing two and one-half percent (21⁄2%) of the applicable
purchase price (the “Opening Deposit”) and a copy of this
Amendment, with a national title company reasonably acceptable to Lessor (“Escrow
Holder”) and informing Lessor in writing of the establishment of
such Escrow along with the Escrow number therefor.  If Guarantor 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 Guarantor (except that
such option shall continue to be effective with respect to the exercise period
occurring at the end of each subsequent Extended Term, if any).  Without limiting the foregoing, if Guarantor
shall not be entitled to exercise such option 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 automatically terminate without further action by
either party (except that such option shall continue to be effective with
respect to the exercise period occurring at the end of each subsequent Extended
Term, if any).  No failure by Lessor to
notify Guarantor of any defect in any attempted exercise of the foregoing
option shall be deemed a waiver by Lessor of the right to insist upon Guarantor’s
exercise of such option in strict accordance with the provisions hereof.  In the event that Guarantor shall properly
and timely exercise such option, then such transaction shall be consummated on
or within ten (10) days following the expiration of Fixed Term or Extended
Term, as applicable (the “Outside Closing Date”).

                    (b)     Damages.


	
   
	
                                     (i)     Liquidated
  Damages.  IF, FOLLOWING A VALID
  AND PROPER EXERCISE OF ANY OPTION, GUARANTOR FAILS TO COMPLETE THE PURCHASE
  OF THE APPLICABLE FACILITY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN
  LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY
  GUARANTOR’S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE
  TO GUARANTOR AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED,
  ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE
  SAME, AND GUARANTOR SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND
  ALL OF LESSOR’S LEGAL FEES AND COSTS. 
  IN ADDITION, LESSOR AND GUARANTOR AGREE THAT, BASED ON THE
  CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE EXCESSIVELY COSTLY
  AND IMPRACTICABLE TO ESTABLISH LESSOR’S DAMAGES BY REASON OF GUARANTOR’S
  DEFAULT RESULTING IN A FAILURE OF THE ESCROW TO CLOSE, AND, THEREFORE, LESSOR
  AND GUARANTOR AGREE THAT IT WOULD BE REASONABLE TO AWARD LESSOR LIQUIDATED
  DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT PLUS ANY ACCRUED INTEREST ON THE
  OPENING DEPOSIT.  BY THEIR RESPECTIVE INITIALS
  SET FORTH BELOW, LESSOR AND GUARANTOR ACKNOWLEDGE AND AGREE THAT THE OPENING
  DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH
  PAYMENT OF LESSOR’S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES
  FOR A DEFAULT OF GUARANTOR UNDER THE PURCHASE CONTRACT FORMED BY GUARANTOR’S
  EXERCISE OF SUCH OPTION THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE AND
  SHALL BE IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY,
  TO WHICH LESSOR MIGHT OTHERWISE BE ENTITLED BY REASON OF GUARANTOR’S DEFAULT
  THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED
  HEREIN SHALL LIMIT LESSOR’S RIGHTS AND REMEDIES FOR GUARANTOR’S DEFAULT
  OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE’S DEFAULT UNDER THE LEASE,
  AS HEREBY AMENDED.  ESCROW HOLDER IS
  HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED
  INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN
  INSTRUCTIONS THEREOF TO ESCROW HOLDER BY LESSOR, AND ESCROW HOLDER IS HEREBY
  RELIEVED OF ALL LIABILITY THEREFOR. 
  IF GUARANTOR WRONGFULLY ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY
  SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR WRONGFULLY COMMENCES ANY ACTION
  AGAINST LESSOR OR THE LEASED PROPERTY ARISING OUT OF THIS ARTICLE, THEN
  LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM
  GUARANTOR.




20








	
   
	
  Lessor’s
  Initials:     __________

	
   
	
   

	
   
	
  Guarantor’s
  Initials:__________






	
   
	
                                     (ii)     Other
  Defaults.  A default under any
  lease or other agreement or instrument, including any purchase contract
  formed upon exercise of any other option, with or in favor of Lessor or any
  Affiliate of Lessor and made by or with Guarantor, Lessee or any Affiliate of
  Lessee where such default is not cured within the applicable time period, if
  any, shall be deemed a default under this Section 6(b) and the purchase
  contract formed upon proper exercise by Guarantor of the option herein
  provided, entitling Lessor, as seller, at its option, to terminate such
  purchase contract and the Escrow and upon any such termination the Opening
  Deposit plus all accrued interest thereon shall be paid over to Lessor as
  provided in Section 6(b)(i) above.





	
   
	
  (c)
	
  Escrow
  Provisions.



	
   
	
   
	
   

	
   
	
                                     (i)     Opening
  of Escrow.  Escrow shall be deemed
  open when the Opening Deposit and a copy of this Amendment are delivered to
  Escrow Holder.

	
   
	
   

	
   
	
                                     (ii)     General
  and Supplemental Instructions. 
  Guarantor and Lessor each shall execute, deliver and be bound by such
  further escrow instructions or other instruments as may be reasonably
  requested by the other party or by Escrow Holder from time to time, so long
  as the same are consistent with the provisions of this Section 6.

	
   
	
   

	
   
	
                                     (iii)     Disposition
  of Opening Deposit.  Escrow Holder
  shall hold the Opening Deposit in interest-bearing accounts.  All interest earned on the Opening Deposit
  shall accrue to Guarantor’s benefit unless Lessor is entitled thereto under
  Section 6(b)(i).  With full knowledge
  that Escrow shall not have closed, Guarantor nevertheless agrees to relieve
  Escrow Holder of all liabilities in making such payment and for any failure
  to recover said sum in the event that Escrow does not close at anytime
  thereafter.  The Opening Deposit plus
  interest thereon shall be (i) applied against the purchase price (as
  herein determined) if Escrow closes, (ii) returned to Guarantor in full
  if Escrow does not close for any reason other than Guarantor’s default, or
  (iii) be paid to Lessor as nonrefundable liquidated damages under
  Section 6(b)(i), if Escrow fails to close under the provisions of hereof as a
  result of Guarantor’s default.




21









	
   
	
                                     (iv)     Closing
  Funds.  At least one (1) business
  day before the Close of Escrow (as hereinafter defined), Escrow Holder shall
  calculate and Guarantor shall wire cash into Escrow (using wiring
  instructions reasonably satisfactory to Escrow Holder) in an amount which,
  when added to the Opening Deposit and all accrued interest shall equal the
  purchase price for the applicable Facility plus any other sums payable by
  Guarantor pursuant to the provisions hereof.

	
   
	
   

	
   
	
                                     (v)     Close
  of Escrow.  Escrow shall close on
  the Outside Closing Date.  The term
  “Close of Escrow” as used in this Section 6 shall mean the time and date that
  an appropriate deed or other conveyance document conveying Lessor’s entire
  interest in the applicable Facility, subject to the permitted liens and
  encumbrances described in Article XVIII of the Lease (which for all
  purposes shall apply to Guarantor’s purchase of any applicable Facility
  pursuant to this Section 6), is recorded in appropriate records of the county
  in which the applicable Facility is located or such earlier date as such deed
  or conveyance document is deemed delivered to Guarantor in Escrow (as a
  result of the satisfaction of all conditions to closing and the authorization
  of the parties).  The Outside Closing
  Date shall not be extended for any reason.

	
   
	
   

	
   
	
                                     (vi)     Closing
  Costs.  The closing costs of
  consummating the purchase of the applicable Facility shall be paid by
  Guarantor in the same manner as if Lessee were purchasing such Facility in
  accordance with Article XVIII of the Lease.




                    (d)     Termination
of Lease with Respect to Purchased Facility.  Upon the Close of Escrow, the Lease, as hereby amended, shall be
terminated with respect to the purchased Facility (only) in accordance with
Section 5.2 of the Lease.

                    (e)     Lessor’s
Election of 1031 Exchange.  In the
event that Guarantor exercises any option to purchase an applicable Facility as
provided in this Section 6, Lessor or HCP may elect to sell such Facility or
its interests therein to Guarantor in the form of a simultaneous, tax-deferred
forward or reverse exchange pursuant to Section 1031 of the Internal Revenue
Code of 1986, as amended (“1031 Exchange”).  In the event that Lessor or HCP shall so
elect, Lessor or HCP shall give written notice to Guarantor and Escrow Holder
of such election and Guarantor shall fully cooperate with any such 1031
Exchange, including but not limited to executing and delivering additional
documents reasonably requested or approved by Lessor or HCP; provided that
Guarantor shall not be required to incur any additional costs or liabilities or
financial obligation as a consequence of any of the foregoing exchange
transactions.


          7.     Entrance
Fee Facility Lessee Requirements. 
Lessee hereby represents and covenants that, without limiting the
requirements of Section 47.1 of the Lease, each Lessee that is the License
Holder of an Entrance Fee Facility (as defined in the Addendum) is, and at all
times will be, an entity that is treated as a corporation or an association
taxable as a corporation for United States federal income tax purposes.

22








          8.     Consent
of Guarantor and Amendment to Guaranty. 
Guarantor hereby (a) consents to this Amendment, the addition of the
Added Facilities to the Leased Property, the addition of Richmond RealCo, Sun
City RealCo, Holland RealCo and Homewood RealCo as part of “Lessor” under the
Lease, as hereby amended, and the addition to and assumption by Richmond
Lessee, Sun City Lessee, Holland Lessee and Homewood Lessee of the “Lessee’s”
obligations under the Lease, as hereby amended, and (b) re-affirms its
obligations under the Guaranty and agrees that such obligations extend to the
Lease, as hereby amended.  In addition,
Lessor and Guarantor hereby agree that the Guaranty is hereby amended such that
the Guaranteed Obligations (as defined in the Guaranty) shall include the
payment when due of all costs, expenses, fees and other sums payable by
Homewood Lessee and/or Lessee under the Homewood Contract of Acquisition and
the full, faithful and prompt performance when due of each and every one of the
terms, conditions and covenants to be kept and performed by Homewood Lessee
and/or Lessee under the Homewood Contract of Acquisition.

          9.     Consent
of Lessor.  Lessor hereby consents
to (a) Lessee entering into, and causing its Affiliates to enter into, each of
the Transaction Documents, (b) the consummation of the transactions
contemplated thereby in accordance with the terms thereof, and (c) all
amendments of the organizational documents of each Lessee that are being
executed in connection with the Transaction Documents, copies of which have
been delivered to Lessor together with an Officer’s Certificate relating
thereto on or prior to the Effective Date of this Amendment.  The parties acknowledge that this Amendment
is one of the Transaction Documents contemplated by the Master Agreement.


          10.     Reaffirmation
of Master Lease.  Lessor and Lessee
hereby acknowledge, agree and reaffirm that the Lease, as hereby amended, is
and the parties intend the same for all purposes to be treated as a single,
integrated and indivisible agreement. 
Lessee acknowledges that in order to induce Lessor to lease the Leased
Property of each Facility (including the Added Facilities) to Lessee and as a
condition thereto, Lessor insisted that the parties execute the Lease, as
hereby amended, covering all of the Facilities in a single, integrated and
indivisible agreement.

          11.     Governing
Law.  THIS AMENDMENT WAS NEGOTIATED
IN THE STATE OF CALIFORNIA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED
HEREBY.  ACCORDINGLY, IN ALL RESPECTS THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

          12.     Full
Force and Effect; Counterparts; Facsimile Signatures.  Except as hereby amended, the 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.

[SIGNATURE PAGE FOLLOWS]


23








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

	
   
	
   
	
  “Lessor”
	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  HEALTH CARE
  PROPERTY INVESTORS, INC., 
a Maryland corporation

	
   
	
   
	
   

	
   
	
   
	
  By:

	
  



  	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
  Title:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  TEXAS HCP
  HOLDING, L.P., a Delaware limited
partnership

	
   
	
   
	
   

	
   
	
   
	
  By:
	
  TEXAS HCP
  G.P., INC., a Delaware corporation,
its sole general partner

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:
	
   

	
  



  	
   
	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   
	
  Title:
	
   

	
   
	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  TEXAS HCP
  REVX, L.P., a Delaware limited partnership

	
   
	
   
	
   

	
   
	
   
	
  By:
	
  TEXAS HCP
  G.P., INC., a Delaware corporation, 
its sole general partner

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:

	
  



  	
   
	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
   
	
  



  	
   

														



[Signature pages continue]

24










	
   
	
   
	
  ARC RICHMOND
  PLACE REAL ESTATE

	
   
	
   
	
   
	
  HOLDINGS,
  LLC, a Delaware limited liability
company

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  By:
	
  Health Care
  Property Investors, Inc., a

	
   
	
   
	
   
	
  Maryland
  corporation, its sole member

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:
	
   

	
  



  	
   
	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   
	
  Title:
	
   

	
   
	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  ARC HOLLAND
  REAL ESTATE 

	
   
	
   
	
        HOLDINGS,
  LLC

	
   
	
   
	
  ARC SUN CITY
  CENTER REAL ESTATE 

	
   
	
   
	
        HOLDINGS,
  LLC

	
   
	
   
	
  ARC LABARC
  REAL ESTATE HOLDINGS, LLC 
each, a Delaware limited liability company

	
   
	
   
	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  By:
	
  Health Care
  Property Investors, Inc., a

	
   
	
   
	
   
	
  Maryland
  corporation, its managing member

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:
	
   

	
  



  	
   
	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   
	
  Title:
	
   

	
   
	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

															



[Signature pages continue]

25










	
   
	
   
	
  “Lessee”
	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  FORT AUSTIN LIMITED PARTNERSHIP, a Texas
 limited partnership

	
   
	
   
	
   

	
  
	
   
	
  By:
	
  ARC Fort Austin Properties, LLC, its general
partner

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
   
	
  ARC RICHMOND
  PLACE, INC., a Delaware
 corporation

	
  WITNESSED:
	
   
	
  ARC SANTA CATALINA, INC., a Tennessee
 corporation

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
  By:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  FREEDOM
  VILLAGE OF HOLLAND,

        MICHIGAN, a Michigan general partnership

	
  WITNESSED:
	
   
	
  FREEDOM
  VILLAGE OF SUN CITY CENTER,

     LTD., a Florida limited partnership

	
   
	
   
	
   

	
   
	
   
	
  By:
	
  ARC Freedom,
  LLC, managing partner

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Title:

	
  



  	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   

													



[Signature pages continue]

26










	
   
	
   
	
  LABARC,
  L.P., a Tennessee limited partnership

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  By: 
	
  ARC Sun City
  Center, Inc., general partner

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Title:

	
  



  	
   
	
   
	
   
	
  



  	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  “Guarantor”
	
   

	
   
	
   
	
   

	
  WITNESSED:
	
   
	
  ARCPI HOLDINGS, INC., a Delaware corporation

	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Witness
	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Title:

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
   

										



27