Senior Housing Properties Trust]
LAND BANK OF TAIWAN LOS ANGELES BRANCH
By:
/s/ Henry C. R. Leu
Name: Henry C. R. Leu
Title: SVP & General Manager
[Signatures Continued on Next Page]
[Signature Page to Term Loan Agreement with Senior Housing Properties Trust]
FIRST COMMERCIAL BANK, NEW YORK BRANCH
By:
/s/ Jason Lee
Name: Jason Lee
Title: Senior Vice President & General Manager
SCHEDULE I
Commitments
Lender
Commitment Amount
Wells Fargo Bank, National Association
$
65,000,000.00
Royal Bank of Canada
$
30,000,000.00
Citibank, N.A.
$
30,000,000.00
PNC Bank, National Association
$
30,000,000.00
Mizuho Bank (USA)
$
30,000,000.00
Compass Bank
$
30,000,000.00
Regions Bank
$
30,000,000.00
RBS Citizens, N.A.
$
22,500,000.00
Sumitomo Mitsui Banking Corporation
$
22,500,000.00
Bank Hapoalim B.M.
$
10,000,000.00
Mega International Commercial Bank Co., Ltd. New York Branch
$
10,000,000.00
Bank of Taiwan, Los Angeles Branch
$
10,000,000.00
First Tennessee Bank, National Association
$
10,000,000.00
Land Bank of Taiwan Los Angeles Branch
$
10,000,000.00
First Commercial Bank, New York Branch
$
10,000,000.00
TOTAL
$
350,000,000.00
Schedule 1.1.
List of Loan Parties
None.
Schedule 6.1.(i)
Litigation
None.
Schedule 6.1.(s)
Affiliate Transactions
None.
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [the][each](1) Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each](2) Assignee identified in item 2 below ([the][each,
an] "Assignee").
[It is understood and agreed that the rights and obligations
of [the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any guarantees included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)][the respective