EX-10.1







EXHIBIT 10.1




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND WAIVER




          FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of June
1, 2009 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of February 27, 2009 (the “Existing Credit Agreement”), among BROOKDALE SENIOR LIVING INC.,
a Delaware corporation (the “Borrower”), the guarantors party thereto from time to time
(the “Guarantors”), the several banks and other financial institutions or entities parties
to the Existing Credit Agreement (the “Lenders”), and BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and L/C
Issuer.




W I T N
E S S E T H:




          WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that it intends to
issue common stock (the “June Equity Offering”) on or around June 10, 2009 and apply the
proceeds thereof (or the portion thereof required to repay the outstanding amount of the Loans in
full) to the reduction of the outstanding Obligations, as required by the Existing Credit
Agreement;




          WHEREAS, in anticipation of the June Equity Offering, the Borrower has requested that the
Lenders amend the Existing Credit Agreement as set forth herein;




          WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that a collective
bargaining agreement (the “Collective Bargaining Agreement”) covering five employees of the
Loan Parties existed as of the Closing Date and, therefore, the Borrower’s representation in
Section 6.21 of the Credit Agreement was inaccurate when made;




          WHEREAS, the Borrower has requested that the Lenders waive any Event of Default arising as a
result of the Borrower’s failure to disclose the Collective Bargaining Agreement and the making of
the representation in Section 6.21 (the “Collective Bargaining Default”);




          WHEREAS, the Lenders have agreed to amend the Existing Credit Agreement solely upon the terms
and conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the
parties hereto hereby agree as follows:




          1. Defined Terms. Unless otherwise noted herein, terms defined in the Existing Credit
Agreement and used herein shall have the meanings given to them in the Existing Credit Agreement.
The term “Amended Credit Agreement” means the Existing Credit Agreement, as amended hereby.




          2. Amendments to Credit Agreement. The Existing Credit Agreement is hereby amended as
follows:





     (A) Amendments to Section 1.01. Section 1.01 of the Existing Credit Agreement
is hereby amended as follows:




     (i) Change of Control. The definition of “Change of Control” is hereby
deleted in its entirety and replaced with the following:



 









 






     “Change of Control” means the occurrence of either of the
following events: (a) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), excluding (i) any employee benefit plan of such person
or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan or (ii)
the Permitted Investors) becomes the “beneficial owner” (as defined in Rules
13d 3 and 13d 5 under the Securities Exchange Act of 1934), directly or
indirectly, of 35% or more of the combined voting power of all Voting Stock
of the Borrower on a fully diluted basis or (b) the board of directors of
the Borrower shall cease to consist of a majority of Continuing Directors.




     (ii) The definition of “Continuing Directors” is hereby deleted in its entirety
and replaced with the following:




     “Continuing Directors” means, the directors of the Borrower on
the Closing Date, and each other director of the Borrower, if, in each case,
such other director’s nomination for election to the board of directors of
the Borrower is recommended by at least a majority of the then Continuing
Directors.




     (iii) The definition of “Permitted Acquisition” is hereby amended as follows:




     (a) Clause (f) is hereby deleted in its entirety and replaced with the
following:




     (f) the aggregate amount of cash consideration with respect to
all such Acquisitions (including the amount of any assumed
Indebtedness, deferred purchase price and any earn-out payments) in
the aggregate, during the term of this Agreement shall not exceed
$100,000,000; and




     (b) A new clause (g) is hereby added which shall read as follows:




     (g) after giving effect to such Acquisition, (I) if the
aggregate amount of cash consideration with respect to all such
Acquisitions (including the amount of any assumed Indebtedness,
deferred purchase price and any earn-out payments), including the
amount of cash consideration paid in connection with such
Acquisition, is less than $50,000,000, then there shall be at least
$20,000,000 of borrowing availability and (II) if the aggregate
amount of cash consideration with respect to all such Acquisitions
(including the amount of any assumed Indebtedness, deferred purchase
price and any earn-out payments), including the amount of cash
consideration paid in connection with such Acquisition, is
$50,000,000 or more, then there shall be at least $40,000,000 of
borrowing availability.




     (B) Amendments to Section 2.05. Section 2.05 of the Existing Credit Agreement
is hereby amended as follows:




     (i) Sections 2.05(b)(ii), (iii), (iv) and (v) are hereby deleted in their
entirety and replaced with the following:



 









 






     (ii) [reserved];




     (iii) [reserved];




     (iv) [reserved];




     (v) [reserved];




     (ii) Section 2.05(b)(vi)(B) is hereby deleted in its entirety and replaced with
the following:




     (B) [reserved].




     (C) Amendment to Section 2.06(b). Section 2.06(b) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the following:




     (b) [reserved].




     (D) Amendment to Section 6.21. Section 6.21 of the Existing Credit Agreement
is hereby deleted in its entirety and replaced with the following:




     There are no collective bargaining agreements or Multiemployer Plans covering
the employees of any Loan Party or any Subsidiary as of the Closing Date, other than
a collective bargaining agreement with the Service Employees International Union,
Local No. 1, which covered five (5) janitorial service technicians at a single
community. Pursuant to such agreement, the Borrower’s Subsidiary made contributions
on behalf of such service technicians to union pension and welfare funds. Said
agreement expired in November 2008. However, pursuant to applicable law, the
Borrower’s Subsidiary continues to honor the terms of the agreement and to make
contributions to those funds. No Loan Party or Subsidiary has suffered any strikes,
walkouts, work stoppages or other material labor difficulty in the five years
preceding the Closing Date.




     (E) Amendment to Section 7.03. Section 7.03 of the Existing Credit Agreement
is hereby amended by deleting clause (e) in its entirety and replacing it with the
following:




     (e) [reserved];




     (F) Amendment to Section 7.14. Section 7.14(c) of the Existing Credit
Agreement is hereby amended by deleting clause (iv) in its entirety and replacing it with
the following:




     (iv) simultaneously with any such release, the Borrower shall have prepaid the
Loans (to be applied first ratably to the L/C Borrowings, second, to
the outstanding Revolving Loans, and, third, to Cash Collateralize the
remaining L/C Obligations (with a corresponding reduction in the Aggregate Revolving
Commitments)) in an amount equal to the greater of (A) 100% of the Net Cash Proceeds
received by such Loan Party (to the extent such release is in connection with a
Disposition of such Mortgaged Property or a Debt Issuance with respect to such
Mortgaged Property) and (B) 95% of the Allocated Amount of such Mortgaged Property.



 









 






     (G) Amendment to Section 8.01. Section 8.01 of the Existing Credit Agreement
is hereby amended by deleting clause (s) in its entirety and replacing it with the
following:




     (s) Liens on cash and Cash Equivalents pledged by the Borrower and its
Subsidiaries to secure Indebtedness permitted by Section 8.03(f) in an
amount not to exceed $35,000,000 at any time outstanding;




     (H) Amendment to Section 8.03. Section 8.03 of the Existing Credit Agreement
is hereby amended by deleting clause (f) in its entirety and replacing it with the
following:




     (f) Indebtedness consisting of obligations arising under letters of credit in
an aggregate face amount not to exceed $82,500,000 at any one time outstanding;




     (I) Amendment to Section 8.15. Section 8.15 of the Existing Credit Agreement
is hereby deleted in its entirety and replaced with the following:




     Permit Consolidated Capital Expenditures to exceed (a) from the period
beginning on the Closing Date and ending on the last day of the first full fiscal
quarter following the Closing Date, $40,000,000 and (b) for any fiscal quarter
thereafter, $30,000,000; provided, that any unused amounts for any fiscal
quarter may be carried forward and used in the next succeeding fiscal quarters by
the Borrower and its Subsidiaries; provided, further, in no event
shall the Borrower permit Consolidated Capital Expenditures to exceed $100,000,000
in any fiscal year of the Borrower.




     (J) Schedule 2.05(b). Schedule 2.05(b) is hereby deleted in its entirety.



          3. Commitment Reduction. The Borrower has requested that the Aggregate Revolving
Commitments be permanently reduced to $75,000,000 in accordance with Section 2.06(a) of the
Existing Credit Agreement. The notice of such reduction required by Section 2.06(a) is hereby
waived and the Administrative Agent and the Required Lenders agree that the Borrower shall have
complied with the mandatory prepayment set forth in Section 2.05(b)(i) if the Net Cash Proceeds of
the June Equity Offering are paid to the Administrative Agent as required below and, after payment
thereof, the Total Revolving Outstandings are reduced to an amount no greater than the amount of
the Aggregate Revolving Commitments after giving effect to this Amendment (i.e., $75,000,000).




          4. Waiver. The Administrative Agent and the Required Lenders hereby waive, on a
limited one-time basis the Collective Bargaining Default This waiver shall be effective only in the
specific circumstances provided for above and only for the purposes for which given.




          5. Conditions to Effectiveness. This Amendment shall become effective on the date on
which all of the conditions set forth in this Section have been satisfied (the “First Amendment
Effective Date”).





     (a) Execution of Counterparts of Amendment. The Administrative Agent shall
have received counterparts of this Amendment, which collectively shall have been duly
executed on behalf of the Borrower, each Guarantor, the Administrative Agent and the
Required Lenders.




     (b) Amendment Fee. The Administrative Agent shall have received, for the
account of each Lender which executes this Agreement before the close of business on June 1,
2009



 









 







(each, an “Executing Lender”) an amendment fee in amount equal to $7,500 per
Executing Lender.




     (c) June Equity Offering; Payment of Proceeds. The Borrower shall
successfully complete the June Equity Offering and receive gross proceeds therefrom in an
amount not less than $125,000,000. The Borrower shall pay to the Administrative Agent for
the prepayment of the Loans an amount equal to 100% of the Net Cash Proceeds (but in no
event an amount in excess of the aggregate amount of Loans then outstanding) received by the
Loan Parties in connection with the June Equity Offering by not later than the close of
business on June 10, 2009 as required by, and to be applied in accordance with, Section 2.05
of the Existing Credit Agreement as in effect prior to giving effect to this Amendment (it
being agreed that in no event shall the Borrower be required to use any of such Net Cash
Proceeds to Cash Collateralize any of the L/C Obligations).



          6. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and each Lender that as of the First Amendment Effective Date (before and
after giving effect to this Amendment):





     (a) Each Loan Party has the requisite power and authority to make, deliver and perform
this Amendment.




     (b) Each Loan Party has taken all necessary corporate or other action to authorize the
execution, delivery and performance of this Amendment. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with this Amendment, or the execution, delivery,
performance, validity or enforceability of this Amendment, except consents, authorizations,
filings and notices which have been obtained or made and are in full force and effect. This
Amendment has been duly executed and delivered on behalf of each Loan Party that is a party
hereto. This Amendment and the Amended Credit Agreement constitutes a legal, valid and
binding obligation of each Loan Party that is a party thereto, enforceable against each such
Loan Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).




     (c) The execution, delivery and performance of this Amendment will not violate any
requirement of Law or any contractual obligation of the Borrower, any Guarantor or any of
their respective Subsidiaries and will not result in, or require, the creation or imposition
of any Lien on any of their respective properties or revenues pursuant to any requirement of
Law or any such contractual obligation (other than the Liens created by the Collateral
Documents).




     (d) Each of the representations and warranties made by any Loan Party herein or in or
pursuant to the Loan Documents is true and correct in all material respects on and as of the
First Amendment Effective Date as if made on and as of such date, unless such representation
or warranty is qualified by “materiality” or “Material Adverse Effect” or similar language,
in which case, such representation or warranty is true and correct in all respects as of the
First Amendment Effective Date (except that, in either case, any representation or warranty
which by its terms is made as of an earlier date shall be true and correct as of such
earlier date).




     (e) The Borrower and the other Loan Parties have performed in all material respects all
agreements and satisfied all conditions which this Amendment and the other Loan Documents



 









 







provide shall be performed or satisfied by the Borrower or the other Loan Parties on or
before the First Amendment Effective Date.




     (f) After giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing, or will result from the consummation of the transactions contemplated by
this Amendment.



          7. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the transactions contemplated
hereby (including, without limitation, the reasonable fees and disbursements of counsel).




          8. Limited Effect. Except as expressly provided hereby, all of the terms and
provisions of the Existing Credit Agreement and the other Loan Documents are and shall remain in
full force and effect. The amendments and waivers contained herein shall not be construed as a
waiver or amendment of any other provision of the Existing Credit Agreement or the other Loan
Documents or for any purpose except as expressly set forth herein or a consent to any further or
future action on the part of the Borrower that would require the waiver or consent of the
Administrative Agent or the Lenders.




          9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




          10. Counterparts. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same agreement, and any of the parties hereto
may execute this Amendment by signing any such counterpart. Delivery of an executed signature page
of this Amendment by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.




          11. Binding Effect. The execution and delivery of this Amendment by any Lender shall
be binding upon each of its successors and assigns (including assignees of its Loans in whole or in
part prior to effectiveness hereof).




          12. Headings, etc. Section or other headings contained in this Amendment are for
reference purposes only and shall not in any way affect the meaning or interpretation of this
Amendment.




          13. Reaffirmation of Guaranty and Pledge. The Borrower and each Guarantor hereby (a)
consents to the transactions contemplated by this Amendment, and (b) acknowledges and agrees that
the guarantees and grants of security interests made by such party contained in the Security
Agreement and the Pledge Agreement are, and shall remain, in full force and effect after giving
effect to this Amendment.



[remainder of page intentionally left blank]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	BORROWER: 	BROOKDALE SENIOR LIVING INC.

 	 
	 	By:  	/s/ T. Andrew Smith	 
	 	 	Name:  	T. Andrew Smith	 
	 	 	Title:  	Executive Vice President and Secretary	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	GUARANTORS:	 	AHC PROPERTIES, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AHC RICHLAND HILLS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AHC STERLING HOUSE OF HARBISON, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALS CANADA, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALS HOLDINGS INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	ALS NORTH AMERICA INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALTERNATIVE LIVING SERVICES NEW YORK, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN RETIREMENT CORPORATION, a Tennessee corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARC BRADENTON RC, INC., a Tennessee corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARC EPIC HOLDING COMPANY, INC., a Tennessee corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	ARC HDV, LLC, a Tennessee limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARC LOWRY, LLC, a Tennessee limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARC LP HOLDINGS, LLC, a Tennessee limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARC PHARMACY SERVICES, LLC, a Tennessee limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARCPI HOLDINGS, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BKD STERLING HOUSE OF LAWTON, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLC NOVI-GC, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLC-AH INVESTOR ACQUISITION, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLC-GC MEMBER, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLC-GC MEMBER, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BROOKDALE DEVELOPMENT, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE LIVING COMMUNITIES OF 
ILLINOIS-DNC, LLC, a
Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE LIVING COMMUNITIES OF TEXAS-II, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE OPERATIONS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE SENIOR LIVING COMMUNITIES, 
INC., a Delaware
corporation, f/k/a Alterra 
Healthcare Corporation, a
Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE SENIOR LIVING INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BROOKDALE WELLINGTON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	CAROLINA HOUSE OF BLUFFTON, LLC, a 
North Carolina
limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	CAROLINA HOUSE OF HILTON HEAD, LLC, 
a North Carolina
limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	FEBC-ALT HOLDINGS INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FEBC-ALT INVESTORS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT PATRIOT HEIGHTS GP INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT RAMSEY LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN HOLDINGS GP INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	FIT REN LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ T. Andrew Smith
 

T. Andrew Smith
	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN MIRAGE INN LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN NOHL RANCH LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN OAK TREE LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Andrew Smith	 	 
	 

	 	Title:
	 	Executive Vice President and Secretary	 	 







 












 





	 	 	 	 	 	 	 
	 	 	FIT REN OCEAN HOUSE LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN PACIFIC INN LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN PARK LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN PAULIN CREEK LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	FIT REN THE GABLES LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT REN THE LEXINGTON LP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: FIT REN Holdings GP Inc., a Delaware corporation, 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIT ROBIN RUN GP INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FREEDOM GROUP NAPLES MANAGEMENT COMPANY, INC., a Tennessee corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SALI ACQUISITION 1-A/GP, LLC, a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SALI ACQUISITION 1-A/LP, LLC, a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SALI ACQUISITION III/GP, LLC, a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SALI ACQUISITION III/LP, LLC, a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SALI ASSETS, LLC, a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SOUTHERN ASSISTED LIVING, INC., a North Carolina corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Andrew Smith	 	 
	 
	 	 	 	 	 	 
	 	 	Name: T. Andrew Smith	 	 
	 	 	Title: Executive Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AH ILLINOIS-HUNTLEY OWNER, LLC,

an Ohio limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ T. Andrew Smith	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	T. Andrew Smith 	 	 
	 
	 	Title:	 	Executive Vice President and Secretary 	 	 
	 
	 	 	 	 	 	 
	 	 	AH ILLINOIS-HUNTLEY MEMBER, LLC,

an Ohio limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ T. Andrew Smith 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	T. Andrew Smith 	 	 
	 

	 	Title:	 	Executive Vice President and Secretary 	 	 
	 
	 	 	 	 	 	 
	 	 	INNOVATIVE SENIOR CARE REHABILITATION

AGENCY OF LOS ANGELES, LLC, a Delaware limited liability
company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ T. Andrew Smith 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	T. Andrew Smith 	 	 
	 

	 	Title:	 	Executive Vice President and Secretary 	 	 





 









 





	 	 	 	 	 	 	 
	ADMINISTRATIVE
	 	 	 	 	 	 
	AGENT:	 	BANK OF AMERICA, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin L. Ahart
	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Kevin L. Ahart    	 	 
	 	 	Title:	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	LENDERS:	 	BANK OF AMERICA, N.A.,

as a Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Zubin R. Shroff
	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Zubin R. Shroff	 	 
	 	 	Title:	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	FORTRESS CREDIT FUNDING III LP, as a Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Fortress Credit Funding III GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Constantine M. Dakolias
	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Constantine M. Dakolias	 	 
	 	 	Title:	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	FORTRESS CREDIT FUNDING I LP, as a Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Fortress Credit Funding I GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Constantine M. Dakolias	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Constantine M. Dakolias	 	 
	 	 	Title:	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	FORTRESS CREDIT OPPORTUNITIES I LP, as a Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Fortress Credit Opportunities I GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Constantine M. Dakolias	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Constantine M. Dakolias	 	 
	 	 	Title:	 	Prisident	 	 






 









 





	 	 	 	 	 	 	 
	 	 	CITICORP N.A., INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Blake Gronich
	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Blake Gronich	 	 
	 	 	Title:	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Caditz
	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	Andrew Caditz	 	 
	 	 	Title:	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 
	 	 	VENTAS, INC., a Delaware corporation, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ T. Richard Riney
	 	 
	 

	 	 	 	 	 
	 	 	Name:	T. Richard Riney	 	 
	 	 	Title:	Chief Administrative Officer 

and General Counsel	 	 






 









 





	 	 	 	 	 	 	 
	 	 	NATIONWIDE HEALTH PROPERTIES, INC., a 
Maryland corporation,
as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Abdo H. Khoury
	 	 
	 

	 	 	 	 	 
	 	 	Name:	Abdo H. Khoury	 	 
	 	 	Title:	Chief Financial & Portfolio
Officer

Executive Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	HEALTH CARE REIT, INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Erin C. Ibele
	 	 
	 

	 	 	 	 	 
	 	 	Name:	Erin C. Ibele	 	 
	 	 	Title:	Senior Vice President —
Administration 

and Corporate Secretary