AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 12, 2006 BY AND AMONG BROOKDALE SENIOR LIVING INCORPORATED, BETA MERGER SUB CORPORATION AND AMERICAN RETIREMENT CORPORATIONAgreement and Plan of Merger • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
RECITALSPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
LOAN NO. 70004188 LOAN AGREEMENT FOR A LOAN IN THE AMOUNT OFLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
BY AND AMONGStockholders Agreement • March 31st, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
March 9, 2005 Fortress NBA Acquisition, LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 Ladies and Gentlemen: This letter agreement (this "amendment") reflects the agreement and understanding...Letter Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BROOKDALE SENIOR HOUSING, LLC TABLE OF CONTENTSLimited Liability Company Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Delaware
April 6, 2005 Fortress NBA Acquisition, LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 Re: Asset Purchase Agreement dated as of September 3, 2004 (the "APA"), as supplemented by that certain...Brookdale Senior Living Inc. • August 10th, 2005
RECITALSAsset Purchase Agreement • March 31st, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Florida
WITNESSETH:Master Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Wisconsin
Exhibit 10.2 ------------ FORM OF OPTION AGREEMENT STOCK OPTION AGREEMENT ---------------------- This STOCK OPTION AGREEMENT (this "Agreement"), is entered into this th day of , 2006 (the "Date of Grant") between Brookdale Senior Living Inc., a...Stock Option Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
AS LANDLORD, ANDLease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
EXHIBIT 10.32.1 LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of October 19, 2004 (this "AGREEMENT"), is entered into by and between BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (the "BORROWER", formerly known as BLC Senior Holdings,...Loan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
among BROOKDALE SENIOR LIVING INC., as Borrower,Credit Agreement • November 17th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
EXHIBIT 10.7.6 FIFTH AMENDMENT TO GUARANTY This Fifth Amendment to Guaranty of Lease (this "Guaranty Amendment"), dated as of May 13, 2004, is made by and between Brookdale Living Communities, Inc., a Delaware corporation (together with any entity...Brookdale Senior Living Inc. • August 10th, 2005 • Illinois
Exhibit 10.4 ------------ Form of Employment Agreement for Executives BROOKDALE SENIOR LIVING INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 12th day of May, 2006 by and between Brookdale Senior...Employment Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
EXHIBIT 10.7.8 SEVENTH AMENDMENT TO GUARANTY This Seventh Amendment to Guaranty (this "Guaranty Amendment"), dated as of April 30, 2005, is made by and between Brookdale Living Communities, Inc., a Delaware corporation (together with any entity...Brookdale Senior Living Inc. • August 10th, 2005 • Illinois
EXHIBIT 2.5 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Massachusetts
WAIVER TO CREDIT AGREEMENT WAIVER, dated as of August 10, 2006 (this "Waiver"), to the CREDIT AGREEMENT, dated as of February 10, 2006 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time,...Credit Agreement • August 14th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Common StockUnderwriting Agreement • July 20th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • December 30th, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
RECITALS:Guaranty Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
Exhibit 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is entered into as of October 21, 2004 by and between ALS PROPERTIES TENANT I, LLC, a Delaware limited liability company ("Sublandlord"), and ALTERRA HEALTHCARE CORPORATION, a...Sublease Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT 10.7.4 THIRD AMENDMENT TO GUARANTY OF LEASE This Third Amendment to Guaranty of Lease (this "Guaranty Amendment"), dated as of March 10, 2004, is made by and between Brookdale Living Communities, Inc., a Delaware corporation (together with any...Brookdale Senior Living Inc. • August 10th, 2005 • Illinois
COMMON STOCK FORM OF UNDERWRITING AGREEMENT dated , 2005Brookdale Senior Living Inc. • November 7th, 2005 • Services-nursing & personal care facilities • New York
AS "BORROWER" ANDLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
RECITALSMaster Lease Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 2.2.5 SUPPLEMENTAL AGREEMENT WITH RESPECT TO ASSET PURCHASE AGREEMENT This Supplemental Agreement With Respect To Asset Purchase Agreement is made this 30th day of September, 2004 by and among FORTRESS NBA ACQUISITION, LLC, a Delaware limited...Supplemental Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
RECITALS:Assumption Agreement • October 12th, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
GUARANTYGuaranty • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
Brookdale Senior Living Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 3rd, 2009 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Brookdale Senior Living Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 13,953,489 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,093,023 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.
Exhibit 10.3 ------------ BROOKDALE SENIOR LIVING INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 12th day of May, 2006, by and between Brookdale Senior Living Inc., a Delaware corporation (the...Employment Agreement • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
Dealer address]Brookdale Senior Living Inc. • October 1st, 2021 • Services-nursing & personal care facilities
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Brookdale Senior Living Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT NUMBER ONE TO STOCKHOLDERS AGREEMENT ----------------------Stockholders Agreement • August 14th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
WITNESSETH:Employment Agreement • September 21st, 2005 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
