EX-10.4.6 29 y10687exv10w4w6.txt EXHIBIT 10.4.6 EXHIBIT 10.4.6 FIFTH AMENDMENT TO MASTER LEASE AGREEMENT THIS FIFTH AMENDMENT TO MASTER LEASE AGREEMENT (this "AMENDMENT") is made and entered into this 18th day of May, 2005, effective as of April 30, 2005, by and between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD") and BLC Adrian-GC, LLC, BLC ALBUQUERQUE-GC, LLC, BLC Dayton-GC, LLC, BLC Fort Myers-GC, LLC, BLC Bristol-GC, LLC, BLC Tavares-GC, LLC, , BLC LAS VEGAS-GC, LLC, BLC LUBBOCK-GC, L.P., BLC OVERLAND PARK-GC, LLC and BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC (collectively, "EXISTING TENANT"), and BLC BELLEVILLE-GC, LLC, BLC FINDLAY-GC, LLC, and BLC SPRINGFIELD-GC, LLC (collectively, "ADDED TENANT"; from and after the date hereof, together with Existing Tenant, "TENANT"). RECITALS WHEREAS, Existing Tenant and Landlord are parties to that certain Master Lease Agreement dated as of January 28, 2004, as amended by that certain First Amendment to Master Lease dated as of February 20, 2004, that certain Second Amendment to Master Lease dated as of March 30, 2004, that certain Third Amendment to Master Lease dated as of May 13, 2004, and that certain Fourth Amendment to Master Lease dated as of October 19, 2004 (as so amended the "ORIGINAL LEASE"); WHEREAS, on April 15, 2005, Grand Court Belleville was conveyed from Ventas Belleville, LLC to Landlord and Grand Court Findlay and Grand Court Springfield were conveyed from Ventas Springfield/Findlay, LLC to Landlord; WHEREAS, in accordance with Section 45 of the Lease, Landlord desires to add Grand Court Belleville, Grand Court Findlay, and Grand Court Springfield as Additional Properties to the Lease; WHEREAS, Added Tenant is joining in this Amendment for the purpose of joining the Original Lease as Tenant and becoming subject to the terms of the Original Lease, as amended by this Amendment (the Original Lease as so amended, the "LEASE") WHEREAS, initially capitalized terms used but not defined herein shall the meaning ascribed to such term in the Lease; and WHEREAS, the parties desire to amend the Original Lease on the terms hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the parties hereto, intending to be legally bound, agree to incorporate the foregoing recitals as if the same were more particularly set forth in the body of this Amendment and further agree as follows: 1. JOINDER. Added Tenant hereby joins the Lease as a Tenant and agrees to be bound thereby and each Existing Tenant hereby consents and agrees to such joinder. 2. INCREASE TO SECURITY AMOUNT, DEFERRED MAINTENANCE DEPOSIT, AND ESCROWS. On the date hereof, Tenant shall pay such amounts as are necessary pursuant to Section 3.3 (Escrow Deposits), Section 3.4 (Security Deposit), and Section 3.5 (Deferred Maintenance Deposit) such that Tenant is in compliance with the aforementioned Sections of the Lease. 3. AMENDMENTS. 3.1. Section 1.1.1 is hereby amended by replacing "A-10" with "A-13" where it appears in such Section. 3.2. Effective as of May 1, 2005, Section 3.1.2 is hereby amended by deleting the words "Eleven Million Two Hundred Forty Two Thousand One Hundred Seven and No/100 Dollars per annum ($11,242,107.00) payable in equal monthly installments of Nine Hundred Thirty Six Thousand Eight Hundred Forty Two and 25/100 Dollars ($936,842.25)" and inserting the words "Twelve Million Two Hundred Six Thousand Nineteen and No/100 Dollars per annum ($12,206,019.00) payable in equal monthly installments of One Million Seventeen Thousand One Hundred Sixty Eight and 26/100 Dollars ($1,017,168.26)." 3.3. Schedule 1 is deleted in its entirety and replaced with Schedule 1 attached hereto. 3.4. Schedule 2 is deleted in its entirety and replaced with Schedule 2 attached hereto. 3.5. Schedule 3.5 is deleted in its entirety and replaced with Schedule 3.5 attached hereto. 3.6. Schedule 7.3 is deleted in its entirety and replaced with Schedule 7.3 attached hereto. 3.7. Schedule 8.2.7 is deleted in its entirety and replaced with Schedule 8.2.7 attached hereto. 3.8. Exhibit "A" is deleted in its entirety and replaced with Exhibit "A" attached hereto. 3.9. Exhibit "A-11," Exhibit "A-12" and Exhibit "A-13" attached hereto are hereby added to the Lease after Exhibit "A-10." 3.10. The definition of Fixed Rent on Exhibit "B" is hereby amended by deleting the words "Eleven Million Two Hundred Forty Two Thousand One Hundred Seven and No/100 Dollars per annum ($11,242,107.00)" and inserting the words "Twelve Million Two Hundred Six Thousand Nineteen and No/100 Dollars per annum ($12,206,019.00)"). 3.11. Exhibit "F" is deleted in its entirety and replaced with Exhibit "F" attached hereto. 2 3.12. Exhibit "G" is deleted in its entirety and replaced with Exhibit "G" attached hereto. 4. DEFINITIONS. The parties hereby acknowledge and agree that (i) the Fixed Rent and Allocated Rent in effect on May 1, 2005 shall be deemed to be the Fixed Rent and Allocated Rent for the current Lease Year for purposes of calculating Fixed Rent and Allocated Rent for subsequent Lease Years (i.e., the Fixed Rent and Allocated Rent in effect on May 1, 2005 shall be deemed to have been the Fixed Rent and Allocated Rent for the entirety of the current Lease Year) and (ii) after the date hereof, for purposes of calculating the Portfolio Coverage Ratio, Grand Court Belleville, Grand Court Findlay, and Grand Court Springfield shall be deemed to have been Leased Properties, and not Other Leased Properties, for the entire trailing twelve month period that is the subject of any such calculation. The parties hereby acknowledge and agree that Fixed Rent as of May 1, 2005 is Twelve Million Five Hundred Twenty Five Thousand Four Hundred Sixty Two and 36/100 Dollars ($12,525,462.36). 5. REPRESENTATIONS AND WARRANTIES OF TENANTS. Without limiting in any way any representation or warranty in the Lease or any document executed in connection therewith (collectively, the "LEASE DOCUMENTS"), each Tenant represents and warrants that as of the date hereof: 5.1. ORGANIZATION AND GOOD STANDING. Each Tenant is duly organized, validly existing and in good standing under the laws of the State of its organization. Each Tenant is qualified to do business in and is in good standing under the laws of the State in which the Facility leased by such Tenant is located. Each Tenant has delivered true and complete copies of the documents, certificates and agreements pursuant to which such Tenant is organized to do business. 5.2. POWER OF AUTHORITY. Each Tenant has the power and authority to execute, deliver and perform this Amendment and to make itself jointly and severally liable for the obligations of each other Tenant. Each Tenant has taken all requisite action necessary to authorize the execution, delivery and performance of such Tenant's obligations under this Amendment. 5.3. CONSENTS. The execution, delivery and performance of this Amendment will not require any consent, approval, authorization, order, or declaration of, or any filing or registration with, any court, any Governmental Authority, or any other Person. 5.4. NO VIOLATION. The execution, delivery and performance of this Amendment (i) do not and will not conflict with, and do not and will not result in a breach of, any Tenant Org Docs; and (ii) do not and will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Tenant or any of the Facilities. 5.5. FULL AND ACCURATE DISCLOSURE. No statement of fact made by or on behalf of Tenant in this Amendment or in any other document or certificate delivered to Landlord by Tenant contains any untrue statement of a material fact or omits to state any material fact necessary to makes statements contained herein or therein not misleading, including, without limitation, all of the financial information delivered by any Tenant or Affiliate 3 of Tenant prior or simultaneous to the execution of this Amendment, all of which Tenant hereby acknowledges were relied upon by Landlord in executing this Amendment. There is no fact presently known to Tenant which has not been disclosed to Landlord which has a Material Adverse Effect, nor as far as Tenant can foresee, might have a Material Adverse Effect. 5.6. ENFORCEABILITY. This Amendment constitutes a legal, valid and binding obligation of Tenant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally and general principles of equity. 5.7. NO DEFAULTS. To Tenant's actual knowledge, no Event of Default or monetary default under the Lease or under any of the other Lease Documents has occurred or with the passage of time, giving of notice or both will exist. 5.8. NO OFFSETS OR DEFENSES. Through the date of this Amendment, and to Tenant's knowledge, Tenant neither has, nor claims any offset, defense, claim, right of set-off or counterclaim against Landlord under, arising out of or in connection with this Amendment, the Lease or any of the other Lease Documents. In addition, Tenant covenants and agrees with Landlord that if any offset, defense, claim, right of set-off or counterclaim exists of which Tenant has knowledge as of the date of this Amendment, Tenant hereby irrevocably and expressly waives the right to assert such matter. 5.9. DAMAGE OR INJURY. Since the date of the Original Lease, no Leased Property has been materially injured or damaged by fire or other Casualty. 5.10. CHANGE. Since the date of the Original Lease, no material adverse change with respect to any Leased Property or Tenant has occurred. 5.11. REPRESENTATION AND WARRANTIES IN LEASE AGREEMENT. All of the representations and warranties in Section 10.7 through 10.14, inclusive, in the Original Lease are hereby made by Additional Tenant, and all of the representations and warranties in Article 10 of the Original Lease are hereby re-made by each Existing Tenant, and are true and correct as of the date hereof. 6. MODIFICATIONS. This Amendment may not be amended, modified or otherwise changed in any manner except by a writing executed by all of the parties hereto. 7. SEVERABILITY. In case any provision of this Amendment shall be invalid, illegal, or unenforceable, such provision shall be deemed to have been modified to the extent necessary to make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 8. SUCCESSORS AND ASSIGNS. This Amendment applies to, inures to the benefit of, and binds all parties hereof, their heirs, legatees, devisees, administrators, executors, and permitted successors and assigns. 9. GOVERNING LAW. This Amendment was negotiated in the State of Illinois, which State the parties agree has a substantial relationship to the parties and to the underlying 4 transaction embodied hereby. In all respects, the law of the State of Illinois shall govern the validity of and enforceability of the obligations of the parties set forth herein, but all provisions hereof relating to the creation of the leasehold estate and remedies set forth in the Lease shall be governed by the laws of the State in which each applicable Leased Property that is the subject of dispute is located. 10. FULL FORCE AND EFFECT. The Lease Documents remain in full force and effect. None of the representations, warranties or covenants contained herein shall limit in any way any representation, warranty or covenant contained in any Lease Document. This Amendment shall constitute a "Lease Document" as defined herein. 11. AMENDMENT CONTROLLING. This Amendment is considered by the parties to the Lease to be an integral part of such Lease. If there is any conflict between the terms of the Lease and this Amendment, the terms of this Amendment shall control. Except as expressly amended herein, all other terms, agreements, and conditions of the Lease shall remain unmodified and in full force and effect. 12. COUNTERPARTS/FAX SIGNATURES. This Amendment may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one in the same agreement. Confirmation of the execution of this Amendment by telex or by telecopy or telefax of a facsimile page(s) executed by the parties shall be binding upon the parties hereto. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to Master Lease Agreement to be executed as of the date first above written. LANDLORD: Witness: VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership Name: /s/ Dana Baker By: Ventas, Inc., a Delaware corporation ------------------------------- Name: /s/ Barbara F. Thompson By: /s/ T. Richard Riney ------------------------------- -------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel TENANT: Witness: BLC ADRIAN-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC ALBUQUERQUE-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC BRISTOL-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC DAYTON-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC FORT MYERS-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible ------------------------------- Its: Vice President Witness: BLC TAVARES-GC, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC LAS VEGAS-GC, LLC a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC LUBBOCK-GC, L.P., a Delaware limited partnership, Name: /s/ Illegible By: BLC LUBBOCK-GC, LLC, a Delaware ------------------------------- limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- ---------------------------- Name: R. Stanley Young Its: Vice President Witness: BLC OVERLAND PARK-GC, LLC a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BLC BELLEVILLE-GC, LLC a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- BLC FINDLAY-GC, LLC Witness: a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Its: Vice President Name: /s/ Illegible ------------------------------- Witness: BLC SPRINGFIELD-GC, LLC a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- Witness: BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company Name: /s/ Illegible By: /s/ R. Stanley Young ------------------------------- -------------------------------- Name: R. Stanley Young Name: /s/ Illegible Its: Vice President ------------------------------- GUARANTOR HEREBY AGREES AND CONSENTS TO THIS FIFTH AMENDMENT TO MASTER LEASE AGREEMENT: GUARANTOR: Witness: BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation Name: /s/ ILLEGIBLE -------------------------------- By: /s/ R. Stanley Young -------------------------------- Name: R. Stanley Young Name: /s/ ILLEGIBLE Title: Executive Vice-President, -------------------------------- Chief Financial Officer and Treasurer State of Kentucky ) ) ss: County of Jefferson ) On this 12 day of April, 2005, before me personally appeared T. Richard Riney, to me known to be the Executive Vice President and General Counsel of Ventas, Inc., the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Kimberly S. Tobin ----------------------------------- Notary Public in and for the State of Kentucky residing at Louisville, Kentucky 40223 ----------------------------------- My Commission Expires: 11/26/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R Stanley Young, to me known to be the Vice-President of BLC Adrian-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at ---------------------------------- My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Albuquerque-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) ________ On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Bristol-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ________________ __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) ________ On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Dayton-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ________________ __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) ________ On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Fort Myers-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ________________ __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) ________ On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Tavares-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ________________ __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Las Vegas-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Lubbock-GC, LLC, a Delaware limited liability company, the general partner of BLC Lubbock-GC, L.P., a Delaware limited partnership, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Overland Park, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires 5/31/06 ] State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Belleville-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Findlay-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BLC Springfield-GC, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller ---------------------------------- Notary Public in and for the State of Illinois residing at __________________________________ My Commission Expires 5/31/06 State of Illinois ) ) ss: County of Cook ) On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Vice-President of BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ________________ __________________________________ My Commission Expires: 5/31/06 State of Illinois ) ) ss: County of Cook ) ________ On this _____ day of April, 2005, before me personally appeared R. Stanley Young, to me known to be the Executive Vice-President, Chief Financial Officer and Treasurer of Brookdale Living Communities, Inc. a Delaware corporation, the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above. /s/ Cheryl Miller __________________________________ Notary Public in and for the State of Illinois residing at ____________________ __________________________________ My Commission Expires: 5/31/06 Schedule 1 FACILITY, TENANT, PRIMARY INTENDED USE, IL UNITS, AL UNITS, TOTAL UNITS
AL TOTAL FACILITY TENANT PRIMARY INTENDED USE IL UNITS UNITS UNITS -------- ------ -------------------- -------- -------- ----------- ADRIAN BLC Adrian-GC, Assisted living facility and 51 52 103 LLC senior independent living facility. ALBUQUERQUE BLC Assisted living facility and 140 60 200 Albuquerque-GC, senior independent living LLC facility. BRISTOL BLC Bristol-GC, Assisted living facility and 54 44 98 LLC senior independent living facility. DAYTON BLC Dayton-GC, Assisted living facility and 130 55 185 LLC senior independent living facility. FT. MYERS BLC Fort Senior independent living 185 0 185 Myers-GC, LLC facility. LAS VEGAS BLC Las Assisted living facility and 102 50 152 Vegas-GC, LLC senior independent living facility. LUBBOCK BLC Lubbock-GC, Senior independent living 138 0 138 LLC facility OVERLAND PARK BLC Overland Senior independent living 276 0 276 Park-GC, LLC facility TAVARES BLC Tavares-GC, Assisted living facility and 59 35 94 LLC senior independent living facility. SEASONS AT GLENVIEW Brookdale Living Assisted living facility and 167 54 221 Communities of senior independent living Illinois-GV, LLC facility. BELLEVILLE BLC Senior independent living 76 0 76 Belleville-GC, facility. LLC
Schedule 1 ]
AL TOTAL FACILITY TENANT PRIMARY INTENDED USE IL UNITS UNITS UNITS -------- ------ -------------------- -------- -------- ----------- FINDLAY BLC Findlay-GC, Assisted living facility and 73 -- can 73 -- can 73 LLC senior independent living be used as be used facility either IL as either or AL units IL or AL units SPRINGFIELD BLC Assisted living facility and 77 -- can 77 -- can 77 Springfield-GC, senior living facility. be used as be used LLC either IL as either or AL units IL or AL units
Schedule 1 SCHEDULE 2 INITIAL ALLOCATED RENT AND INITIAL MINIMUM OPTION PURCHASE PRICE
INITIAL ANNUAL ALLOCATED INITIAL MINIMUM OPTION FACILITY RENT PURCHASE PRICE -------- ------------------------ ---------------------- Adrian, Michigan $ 544,388.00 $ 5,885,000.00 Albuquerque, New Mexico $ 1,076,267.00 $ 11,635,000.00 Bristol, Virginia $ 610,558.00 $ 6,601,000.00 Dayton, Ohio $ 333,306.00 $ 3,603,000.00 Ft. Myers, Florida $ 1,316,361.00 $ 14,231,000.00 Las Vegas $ 224,792.00 $ 2,430,000.00 Lubbock $ 667,113.00 $ 7,212,000.00 Overland Park $ 2,225,899.00 $ 24,064,000.00 Tavares, Florida $ 381,548.00 $ 4,125,000.00 Seasons at Glenview, Illinois $ 3,861,875.00 Not applicable Belleville, Illinois $ 361,424.00 $ 3,907,000.00 Findlay, Ohio $ 367,429.00 $ 3,972,000.00 springfield, Ohio $ 235,059.00 $ 2,541,000.00 TOTALS $ 12,206,019.00 $ 90,206,000.00
SCHEDULE 3.5 CAPITAL REPAIR ITEMS
CAPITAL REPAIR ITEMS ALLOWANCE AMOUNT -------------------- ---------------- ADRIAN, MICHIGAN 1. None 1. $0 ALBUQUERQUE, NEW MEXICO 1. Heat pump replacements and cooling tower 1. $11,000.00 upgrades 2. Replacement of some kitchen appliances 2. $13,125.00 TOTAL: $24,125.00 BRISTOL, VIRGINIA 1. Roof leaks reported and needing repaired 1. $ 6,250.00 DAYTON, OHIO 1. Repair asphalt and concrete, reseal asphalt 1. $14,843.75 2. Replace original portion of roof over next 2. $46,378.75 2 years 3. Replace common area FF&E 3. $9,375.00 4. Reattach meters and switch gear 4. $1,250.00 TOTAL: $71,847.50 FT. MYERS, FLORIDA 1. Replace roof and roof membranes due to roof 1. $ 50,000.00 leaks over a period of years LAS VEGAS, NEVADA 1. Replace roof in kitchen due to leaks 1. $8,750.00 2. Repair and seal cracks on concrete topping 2. $3,125.00 of the balcony docks to prevent moisture reaching plywood sheathing TOTAL: $11,875.00 LUBBOCK, TEXAS 1. Non 1. $0
CAPITAL REPAIR ITEMS ALLOWANCE AMOUNT -------------------- ---------------- OVERLAND PARK, KANSAS 1. Isolated portion of concrete block at porte 1. $1,250.00 cohere is damaged. Damaged areas must be replaced 2. Various balcony decks are separating from 2. $93,750.00 the lower bearing walls exterior TOTAL: $95,000.00 TAVARES, FLORIDA 1. None 1. $0 SEASONS AT GLENVIEW, ILLINOIS 1. None 1. $0 BELLEVILLE, ILLINOIS 1. None 1. $0 FINDLAY, OHIO 1. Environmental Holdback; radon levels need 1. $12,500 to be decreased to acceptable levels. Notwithstanding anything to the contrary in the Lease, the radon levels at the Leased Property must be in compliance with the terms of this Lease within one hundred twenty (120) days after March 10, 2004 SPRINGFIELD, OHIO 1. None 1. $0 TOTAL $271,597.50
Schedule 3.5 SCHEDULE 7.3 AUTHORIZATION COLLATERAL 1. License issued by Michigan Family Independence Agency, Office of Children & Adult Licensing for a home for the aged, capacity 66, to BLC Adrian-GC, LLC 2. License issued by Ohio Department of Health for Residential Care Facility, capacity 83, to BLC-Dayton-GC, LLC 3. License issued by New Mexico Department of Health for Adult Residential Shelter Care Home, capacity 100, to BLC Albuquerque-GC, LLC 4. License issued by Virginia Department of Social Services for an Assisted Living Facility, capacity 125, to BLC Bristol-GC, LLC 5. License issued by the Florida Agency for Health Care Administration for an Assisted Living Facility, capacity 65, to BLC Tavares - GC, LLC 6. License issued by the Nevada Department of Human Services, Health Division, Bureau of Licensing and Certification for a Residential Facility for Elderly or Disabled Persons, Category 1, Capacity 50, to BLC Las Vegas-GC, LLC 7. License issued by the Illinois Department of Public Health Assisted Living License. 8. License issued by the Ohio Department of Health for a Residential Care Facility, capacity 132, to BLC Findlay GC, LLC. 9. License issued by the Ohio Department of Health for a Residential Care Facility, capacity 144, to BLC Springfield GC, LLC. SCHEDULE 8.2.7 NONCOMPLIANCE WITH CERTAIN LEGAL AND INSURANCE REQUIREMENTS NONE EXHIBIT A LEASED PROPERTY ADDRESSES
PROPERTY NAME: PROPERTY ADDRESS The Grand Court Adrian 1200 Corporate Drive, Adrian (Lenawee County), Michigan The Grand Court Albuquerque 300 Valencia Drive SE, Albuquerque (Bernalillo County), New Mexico The Grand Court Bristol One Liberty Place, Bristol (Washington County), Virginia The Grand Court Dayton 280 Walden Way, Dayton (Montgomery and Greene Counties), Ohio The Grand Court Fort Myers 8351 College Parkway, Fort Myers (Lee County), Florida The Grand Court Las Vegas 6650 W. Flamingo Road, Las Vegas (Clark County), Nevada The Grand Court Lubbock 4601 71st Street, Lubbock (Lubbock County), Texas The Grand Court Overland Park 6101 W. 119th Street, Overland Park (Johnson County), Kansas The Grand Court Tavares 1211 Caroline Street East, Tavares (Lake County), Florida The Seasons at Glenview Place 4501 Concord Lane, Northbrook, Illinois 60062 The Grand Court Belleville 201 S. Belt West, Belleville, Illinois The Grand Court Findlay 600 Fox Run Road, Findlay (Hancock County), Ohio The Grand Court Springfield 2981 Vester Avenue, Springfield (Clark County), Ohio
EXHIBIT A-11 LEGAL DESCRIPTION (BELLEVILLE) EXHIBIT A-12 LEGAL DESCRIPTION (FINDLAY) EXHIBIT A-13 LEGAL DESCRIPTION (SPRINGFIELD) EXHIBIT F LIST OF PROPERTY MANAGEMENT CONTRACTS 1. Exclusive Property Management and Leasing Agreement dated as of January 28, 2004, by and between BLC Adrian-GC, LLC and Brookdale Living Communities-GC, LLC. 2. Exclusive Property Management and Leasing Agreement dated as of January 28, 2004, by and between BLC Albuquerque-GC, LLC and Brookdale Living Communities-GC, LLC. 3. Exclusive Property Management and Leasing Agreement dated as of February 20, 2004, by and between BLC Bristol-GC, LLC and Brookdale Living Communities-GC, LLC. 4. Exclusive Property Management and Leasing Agreement dated as of January 28, 2004, by and between BLC Dayton-GC, LLC and Brookdale Living Communities-GC, LLC. 5. Exclusive Property Management and Leasing Agreement dated as of January 28, 2004, by and between BLC Fort Myers-GC, LLC and Brookdale Living Communities-GC, LLC. 6. Exclusive Property Management and Leasing Agreement dated as of February 20, 2004, by and between BLC Tavares-GC, LLC and Brookdale Living Communities-GC, LLC. 7. Exclusive Property Management and Leasing Agreement dated as of March [30], 2004, by and between BLC Las Vegas-GC, LLC and Brookdale Living Communities-GC, LLC. 8. Exclusive Property Management and Leasing Agreement dated as of March [30], 2004, by and between BLC Lubbock-GC, L.P. and Brookdale Living Communities-GC, LLC. 9. Exclusive Property Management and Leasing Agreement dated as of March [30], 2004, by and between BLC Overland Park, LLC and Brookdale Living Communities-GC, LLC. 10. Exclusive Property Management, Leasing and Submanagement Agreement between Brookdale Living Communities of Illinois-GV, LLC, Parkside of Glenview, L.L.C., and Brookdale Management of Illinois-GV, LLC. 11. Exclusive Property Management and Leasing Agreement dated as of March 10, 2004, by and between BLC Belleville-GC, LLC and Brookdale Living Communities-GC, LLC. 12. Exclusive Property Management and Leasing Agreement dated as of March 10, 2004, by and between BLC Findlay-GC, LLC and Brookdale Living Communities-GC, LLC. 13. Exclusive Property Management and Leasing Agreement dated as of March 10, 2004, by and between BLC Springfield-GC, LLC and Brookdale Living Communities-GC, LLC. EXHIBIT G LIST OF OTHER LEASED PROPERTIES 1. Grand Court Farmington Hills, Farmington Hills, Michigan 2. Grand Court Kansas City I, Kansas City, Missouri