0000950123-11-042284 Sample Contracts

Bellingham II Associates, L.L.C.Contract (May 2nd, 2011)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 22, 2011, 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”), 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”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C., dated and effective as of November 3, 2008, is entered into by AVIV FINANCING III, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF AVIV OP LIMITED PARTNER, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of AVIV OP LIMITED PARTNER, L.L.C., dated and effective as of September 17, 2010, is entered into by AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF BELLEVILLE ILLINOIS, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of BELLEVILLE ILLINOIS, L.L.C., dated and effective as of November 22, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.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 ... (May 2nd, 2011)

INDENTURE dated as of February 4, 2011, 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”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF GILTEX CARE, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of GILTEX CARE, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF MISSOURI ASSOCIATES, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of MISSOURI ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF ARMA YATES, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of ARMA YATES, L.L.C., dated and effective as of November 12, 2010, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.RELEASE AGREEMENT (May 2nd, 2011)

THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 5th day of April, 2011, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”).

Bellingham II Associates, L.L.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 ... (May 2nd, 2011)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 5, 2011, 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’ 7 3/4% Senior Notes due 2019 (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.”

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF SKAGIT AVIV, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of SKAGIT AVIV, L.L.C., dated and effective as of May 9, 2008, is entered into by AVIV DEVELOPMENT JV, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF FALFURRIAS TEXAS, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of FALFURRIAS TEXAS, L.L.C., dated and effective as of December 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF NEWTOWN ALF PROPERTY, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of NEWTOWN ALF PROPERTY, L.L.C., dated and effective as of November 22, 2010, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHEAST MISSOURI PROPERTY, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of SOUTHEAST MISSOURI PROPERTY, L.L.C., dated and effective as of September 21, 2010, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED OPERATING AGREEMENT OF WATAUGA ASSOCIATES, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WATAUGA ASSOCIATES, L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of June 14, 2005, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.

Bellingham II Associates, L.L.C.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELITE YORKVILLE, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Elite Yorkville, L.L.C. (the “Company”), dated and effective as of December 29, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.CREDIT AGREEMENT Dated as of February 4, 2011 among AVIV FINANCING IV, 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 ... (May 2nd, 2011)

This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of February 4, 2011 by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (the “Parent Borrower” each of the entities from time to time executing a Joinder Agreement pursuant to Section 6.14(a) hereof, individually a “Borrower” and collectively with the Parent Borrower, 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 BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLUMBUS WESTERN AVENUE, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of COLUMBUS WESTERN AVENUE, L.L.C., dated and effective as of June 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BURTON NH PROPERTY, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of BURTON NH PROPERTY, L.L.C., dated and effective as of June 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF DENISON TEXAS, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of DENISON TEXAS, L.L.C., dated and effective as of December 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED PHANTOM PARTNERSHIP UNIT AWARD AGREEMENT (May 2nd, 2011)

This Amended and Restated Phantom Partnership Unit Award Agreement (this “Agreement”), to be effective immediately following consummation of the Merger (as defined below), is entered into by and among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Steven J. Insoft, an individual (the “Holder”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership and the surviving entity upon consummation of the Merger (the “Surviving Partnership” or “Aviv Healthcare”). The Company granted to Holder a phantom partnership unit award (“Prior Award”) pursuant to that certain Phantom Partnership Unit Award Agreement (the “Prior Phantom Agreement”), by and between the Company and the Holder, dated as of November 1, 2007, measured by reference to the Class C Units of Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Predecessor Partnership”). On the date hereof, the Predecessor Partnership has been merged (

Bellingham II Associates, L.L.C.FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. (May 2nd, 2011)

This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. (this “First Amendment”), is entered into as of October 16, 2007, by AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“General Partner”), as the general partner, and AVIV HEALTHCARE, L.L.C., a Delaware limited liability company (“Limited Partner”), as the limited partner.

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF MISSOURI REGENCY ASSOCIATES, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of MISSOURI REGENCY ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.BORROWER JOINDER AND AFFIRMATION AGREEMENT (May 2nd, 2011)

THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of December 30, 2010, is by and between GREAT BEND PROPERTY, L.L.C., a Delaware limited liability company (“Great Bend”), ARMA YATES, L.L.C., a Delaware limited liability company (“Arma Yates”) and ORANGE ALF PROPERTY, L.L.C., a Delaware limited liability company (“Orange ALF”; together with Great Bend and Arma Yates, each an “Additional Borrower” and collectively, the “Additional Borrowers”), OCTOBER ASSOCIATES, L.L.C., a Delaware limited liability company (“October Borrower”), 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 Borrow

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF MANOR ASSOCIATES, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of MANOR ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED OPERATING AGREEMENT OF RED ROCKS, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of RED ROCKS, L.L.C., an Illinois limited liability company (the “Company”), dated and effective as of June 30, 2005, is entered into by AVIV FINANCING I, L.L.C., a Delaware limited liability company, as the sole member (the “Member”) of the Company.

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF CLARKSTON CARE, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of CLARKSTON CARE, L.L.C. (the “Company”), dated and effective as of June 14, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDED AND RESTATED OPERATING AGREEMENT OF XION, L.L.C. (May 2nd, 2011)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Xion, L.L.C. (the “Company”), dated and effective as of December 29, 2006, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.BORROWER JOINDER AGREEMENT AND AFFIRMATION AGREEMENT (May 2nd, 2011)

THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of October 1, 2010, is by and between SOUTHEAST MISSOURI PROPERTY, L.L.C., a Delaware limited liability company (the “Additional Borrower”), YUBA AVIV, L.L.C., a Delaware limited liability company (“Yuba”), 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 the Parent Borrower (such Subsidiaries, together with Parent Borrower and each of the entities who become a party thereto by execution of a Borrower Joinder Agreement, collectively, the “Borrowers”), the Lenders from time to time party thereto, and

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF MT. VERNON TEXAS, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of MT. VERNON TEXAS, L.L.C., dated and effective as of December 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDMENT NO. 2 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION, as ... (May 2nd, 2011)

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2011 (the “Second Amendment Closing Date”), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO (each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF OHIO AVIV, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of OHIO AVIV, L.L.C., dated and effective as of November 2, 2006, is entered into by AVIV FINANCING II, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF OREGON ASSOCIATES, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of OREGON ASSOCIATES, L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as the sole member (the “Member”).

Bellingham II Associates, L.L.C.AMENDMENT NO. 1 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION, as ... (May 2nd, 2011)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 4th day of February, 2011 (the “First Amendment Closing Date”), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO (each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).

Bellingham II Associates, L.L.C.LIMITED LIABILITY COMPANY AGREEMENT OF NORWALK ALF PROPERTY, L.L.C. (May 2nd, 2011)

This Limited Liability Company Agreement (this “Agreement”) of NORWALK ALF PROPERTY, L.L.C., dated and effective as of November 22, 2010, is entered into by AVIV FINANCING III, L.L.C., as the sole member (the “Member”).