EXHIBIT X
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
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This AMENDMENT NO. 1 to REGISTRATION RIGHTS AGREEMENT (this "Amendment"),
dated as of December 5, 1997, is made and entered into by and among BROOKDALE
LIVING COMMUNITIES, INC., a Delaware corporation (the "Corporation"), THE PRIME
GROUP, INC., an Illinois corporation ("Prime"), PRIME GROUP LIMITED PARTNERSHIP,
an Illinois limited partnership ("PGLP"), and PRIME GROUP VI, L.P., an Illinois
limited partnership ("PG-VI, L.P."). Prime, PGLP and PG-VI, L.P. are sometimes
referred to herein individually as a "Holder" and collectively as the "Holders."
RECITALS
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WHEREAS, the Corporation and the Holders are party to that certain
Registration Rights Agreement, dated May 7, 1997, by and among the Corporation
and each of the Holders (the "Agreement") pursuant to which the Corporation
granted to the Holders certain rights to cause the Corporation to register the
Registrable Shares (as hereinafter defined) for sale under the Securities Act
(as hereinafter defined);
WHEREAS, among other things, Sections 5(a) and 5(b) of the Agreement
provide that the Corporation shall use its best efforts to keep any Registration
Statement filed with respect to Registrable Shares pursuant to the Agreement
effective, and to prepare and file with the Commission (as hereinafter defined)
such amendments and supplements to any such Registration Statement and the
prospectus used in connection therewith, for such period as may be reasonably
necessary to effect the sale of such securities, such period not to exceed
twelve (12) months;
WHEREAS, PG-VI, L.P. desires to request a Demand Registration pursuant to
the Agreement with respect to certain of its Registrable Shares that, in order
to effect the disposition of such Registrable Shares as contemplated, will
require that the Registration Statement relating thereto be kept effective, and
amended or supplemented, as necessary, for up to twenty-four (24) months; and
WHEREAS, the Corporation believes that it may indirectly benefit from the
proposed registration and that the additional costs associated therewith would
not be prohibitive.
AGREEMENTS
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NOW, THEREFORE, in consideration of the recitals and the mutual promises
and covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(i) Section 5(a) of the Agreement is hereby amended by inserting in
the fifth line thereof immediately after the phrase "twelve (12) months"
appears the parenthetical phrase "(or, in the case of not more than one
Demand Registration requested by PG-VI, L.P. (or its permitted assigns), a
period not to exceed twenty-four (24) months)"; and
(ii) Section 5(b) of the Agreement is hereby amended by inserting in
the sixth line thereof immediately after the phrase "twelve (12) months"
appears the parenthetical phrase "(or, in the case of not more than one
Demand Registration requested by PG-VI, L.P. (or its permitted assigns), a
period not to exceed twenty-four (24) months)".
3. Full Force and Effect. The Agreement remains in full force and effect
in each and every respect except as amended hereby.
4. Severability. Whenever possible, each provision of this Amendment
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Amendment is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Amendment.
5. Descriptive Headings. The descriptive headings of this Amendment are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Amendment.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Registration Rights Agreement to be executed and delivered in their names and on
their behalf as of the date first set forth above.
THE CORPORATION:
BROOKDALE LIVING COMMUNITIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxx, Xx.
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Its: Executive Vice President
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THE HOLDERS:
THE PRIME GROUP, INC.,
an Illinois corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Its: Executive Vice President
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PRIME GROUP LIMITED PARTNERSHIP,
an Illinois limited partnership
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Managing General Partner
PRIME GROUP VI, L.P.
By: PGLP, Inc.,
its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Its: Vice President
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