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
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
WITNESSETH:Master Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Wisconsin
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
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 10.7.8 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
CONFORMED COPY STOCK PURCHASE AGREEMENT dated as of June 18, 2004Stock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
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
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
GUARANTYGuaranty • August 10th, 2005 • Brookdale Senior Living Inc.
WITNESSETHLoan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 2.8 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Ohio
EXHIBIT: 10.45.2 FIRST AMENDMENT TO MASTER LEASE, AFFIRMATION OF GUARANTY AND CONSENT TO TRANSFER THIS FIRST AMENDMENT TO MASTER LEASE, AFFIRMATION OF GUARANTY AND CONSENT TO TRANSFER (the "FIRST AMENDMENT") is made as of September 12, 2003 by and...Brookdale Senior Living Inc. • August 10th, 2005 • California
EXHIBIT 2.2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 10.32.4 THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this "Amendment"), dated as of May 26, 2005 (the "Effective Date"), is entered into by and between BROOKDALE LIVING...Loan Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Illinois
EXHIBIT 10.26 SOUTHFIELD SECOND MORTGAGE AND SECURITY AGREEMENT RECORDING REQUESTED BY WHEN RECORDED MAIL TO The Northwestern Mutual Life Ins. Co. 720 East Wisconsin Avenue - Rm N16WC Milwaukee, WI 53202 Attn: Sheila Lawton Loan No. C-332847 THIS...Mortgage and Security Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
GUARANTEEGuarantee • August 10th, 2005 • Brookdale Senior Living Inc.
ARTICLE II REPRESENTATIONS AND WARRANTIESMembership Interest Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • Delaware
WITNESSETH:Lease Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
EXHIBIT: 10.43.3 SECOND AMENDMENT TO MASTER LEASE THIS SECOND AMENDMENT TO MASTER LEASE (the "SECOND AMENDMENT") is made as of February 23, 2004 by and among ALS LEASING, INC., a Delaware corporation, and ASSISTED LIVING PROPERTIES, INC., a Kansas...Master Lease • August 10th, 2005 • Brookdale Senior Living Inc. • California
EXHIBIT 10.7.7 SIXTH AMENDMENT TO GUARANTY OF LEASE This Sixth Amendment to Guaranty of Lease (this "GUARANTY AMENDMENT"), dated as of June 18, 2004, is made by and between Brookdale Living Communities, Inc., a Delaware corporation ("OLD GUARANTOR"),...Brookdale Senior Living Inc. • August 10th, 2005 • Illinois
GUARANTYBrookdale Senior Living Inc. • August 10th, 2005 • Illinois
Exhibit 10.28 TEXAS JV NO. 333313 RECORDING REQUESTED BY WHEN RECORDED MAIL TO The Northwestern Mutual Life Ins. Co. 720 East Wisconsin Avenue - Rm N16WC Milwaukee, WI 53202 Attn: Sheila Lawton SPACE ABOVE THIS LINE FOR RECORDER'S USE GAINES RANCH...Trust and Security Agreement • August 10th, 2005 • Brookdale Senior Living Inc.
BY AND AMONG FORTRESS BROOKDALE ACQUISITION LLC, "Seller" BLC SENIOR HOLDINGS, INC., "Indemnitor" AND PROVIDENT SENIOR LIVING TRUST "Acquiror"Tax Matters Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
WITNESSETHStock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
EXHIBIT 2.4 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT dated as of October 19, 2004Stock Purchase Agreement • August 10th, 2005 • Brookdale Senior Living Inc. • New York
