SCHEDULE I
Commitments
Lender
Commitment Amount
Wells Fargo Bank, National Association
$90,000,000
Citibank, N.A.
$90,000,000
PNC Bank, National Association
$90,000,000
Royal Bank of Canada
$90,000,000
Bank of America, N.A.
$85,000,000
Compass Bank
$85,000,000
Mizuho Bank, Ltd.
$75,000,000
Sumitomo Mitsui Banking Corporation
$75,000,000
BMO Harris Bank, N.A.
$65,000,000
Regions Bank
$65,000,000
Morgan Stanley Bank, N.A.
$38,000,000
UBS AG, Stamford Branch
$38,000,000
Associated Bank, National Association
$25,000,000
First Hawaiian Bank
$20,000,000
First Tennessee Bank, National Association
$15,000,000
Bank of Taiwan, Los Angeles Branch
$10,000,000
First Commercial Bank, Ltd. New York Branch
$10,000,000
Land Bank of Taiwan, Los Angeles Branch
$10,000,000
Taiwan Cooperative Bank Seattle Branch
$10,000,000
Mega International Commercial Bank Co., Ltd. Los Angeles Branch
$9,000,000
CTBC Bank Co., Ltd. New York Branch, previously known as Chinatrust Commercial
Bank New York Branch
$5,000,000
TOTAL
$1,000,000,000
Schedule 1.1
Loan Parties
Senior Housing Properties Trust
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] Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each] 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] hereunder are several and not joint.] 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
Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions