CREDIT AGREEMENT Dated as of January 31, 2012 among AVIV FINANCING V, L.L.C. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, AVIV REIT, INC., as REIT Guarantor, AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV HEALTHCARE PROPERTIES OPERATING...Credit Agreement • February 3rd, 2012 • Aviv Healthcare Properties L.P. • Real estate investment trusts • Illinois
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of January 31, 2012, by and among AVIV FINANCING V, L.L.C., a Delaware limited liability company (the “Parent Borrower”), THE OTHER BORROWERS LISTED ON SCHEDULE 1.01 ATTACHED HERETO (each of the foregoing entities, each of the entities from time to time executing a Joinder Agreement pursuant to Section 6.14(a) hereof, and the Parent Borrower, each individually a “Borrower” and collectively, the “Borrowers”), AVIV REIT, INC., a Maryland corporation (the “REIT Guarantor”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “LP Guarantor”), AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “OP Guarantor”), the other Guarantors indentified herein, the Lenders (as defined herein), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual c
REGISTRATION RIGHTS AGREEMENT by and among Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation Aviv REIT, Inc. and the other Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the...Registration Rights Agreement • October 16th, 2013 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2013, by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership, and Aviv Healthcare Capital Corporation, a Delaware corporation (collectively, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (“Aviv REIT”), and the other guarantors party hereto (collectively, with Aviv REIT, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase pursuant to the Purchase Agreement the Issuers’ 6% Senior Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SUBSIDIARY GUARANTOR JOINDER AGREEMENTSubsidiary Guarantor Joinder Agreement • October 31st, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS SUBSIDIARY GUARANTOR JOINDER AGREEMENT (this “Agreement”), dated as of September 29, 2014, is by and between WASHINGTON IDAHO PROPERTY, L.L.C. a Delaware limited liability company (the “Subsidiary”), and BANK OF AMERICA, N. A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of May 14, 2014, by and among Aviv Healthcare Properties Limited Partnership (the “Parent Borrower”) and Aviv Healthcare Capital Corporation (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), AVIV REIT, INC. (the “REIT Guarantor”), the other Guarantors party thereto, the Lenders and BANK OF AMERICA, N. A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractThird Supplemental Indenture • March 14th, 2012 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 29, 2011, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule I hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
ContractSeventh Supplemental Indenture • October 31st, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
ContractThird Supplemental Indenture • February 26th, 2015 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
ContractSupplemental Indenture • October 31st, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
BORROWER JOINDER AND AFFIRMATION AGREEMENTJoinder and Affirmation Agreement • November 14th, 2011 • Aviv Healthcare Properties L.P. • Real estate investment trusts • Illinois
THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of November 1, 2011 (the “Effective Date”), is by and between OHIO PENNSYLVANIA PROPERTY, L.L.C., a Delaware limited liability company (“Ohio Penn Borrower”), KANSAS FIVE PROPERTY, L.L.C., a Delaware limited liability company (“Kansas Borrower”) and MURRAY COUNTY, L.L.C., a Delaware limited liability company (“Murray Borrower”; together with Ohio Penn Borrower and Kansas Borrower, each an “Additional Borrower” and collectively, the “Additional Borrowers”), AVIV FINANCING I, L.L.C., a Delaware limited liability company (the “Parent Borrower”) and GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors as assigns, the “Administrative Agent”), in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of September 17, 2010, by and among the Parent Borrower, certain Subsidiarie
ContractSupplemental Indenture • November 14th, 2011 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2011, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), Kansas Five Property, L.L.C., a Delaware limited liability company, Murray County, L.L.C., a Delaware limited liability company, and Ohio Pennsylvania Property, L.L.C., a Delaware limited liability company (collectively, the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP and AVIV HEALTHCARE CAPITAL CORPORATION, as Issuers, AVIV REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...Aviv Healthcare Properties L.P. • October 16th, 2013 • Real estate investment trusts • New York
INDENTURE dated as of October 16, 2013, among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership, and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
ContractEighth Supplemental Indenture • February 26th, 2015 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of May 14, 2014 among AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP as Parent Borrower, AVIV HEALTHCARE CAPITAL CORPORATION as Subsidiary Borrower, AVIV REIT, INC., as REIT Guarantor, THE OTHER GUARANTORS PARTY HERETO, THE...Credit Agreement • May 16th, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of May 14, 2014 by and among AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Parent Borrower”) and AVIV HEALTHCARE CAPITAL CORPORATION, a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, individually a “Borrower” and collectively, the “Borrowers”), AVIV REIT, INC., a Maryland corporation (the “REIT Guarantor”), the other Guarantors identified herein, the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).
BORROWER JOINDER AND AFFIRMATION AGREEMENTJoinder and Affirmation Agreement • March 14th, 2012 • Aviv Healthcare Properties L.P. • Real estate investment trusts • Illinois
THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of December 29, 2011 (the “Effective Date”), is by and between SANDALWOOD ARKANSAS PROPERTY, L.L.C., a Delaware limited liability company (“Arkansas Borrower”), SOUTHERN CALIFORNIA NEVADA, L.L.C., a Delaware limited liability company (“California Borrower”) and MCCARTHY STREET PROPERTY, L.L.C. (“Pennsylvania Borrower”); together with Arkansas Borrower and California Borrower, each an “Additional Borrower” and collectively, the “Additional Borrowers”), AVIV FINANCING I, L.L.C., a Delaware limited liability company (the “Parent Borrower”) and GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors as assigns, the “Administrative Agent”), in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of September 17, 2010, by and among the Parent Borrower, certain Subsidiaries of
ContractSixth Supplemental Indenture • May 16th, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
ContractFirst Supplemental Indenture • May 16th, 2014 • Aviv Healthcare Properties L.P. • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
