Brookdale Senior Living Inc. Underwriting AgreementUnderwriting Agreement • June 14th, 2011 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Brookdale Senior Living Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth herein, to issue and sell to the underwriters listed on Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), $275 million aggregate principal amount of its 2.75% Convertible Senior Notes due 2018 (the “Initial Securities”) and, at the option of the Underwriters, up to an additional $41.25 million principal amount of its 2.75% Convertible Senior Notes due 2018 (the “Option Securities” and, together with the Initial Securities, the “Securities”) to cover over-allotments, if any. The Securities will be convertible into shares of common stock (the “Underlying Securities”) of the Company, par value $0.01 per share (the “Common Stock”). The Securities will be issued pursuant to an indenture, together with any officers’ certificate or supplement thereto establishing the terms of the Securities, each to be d
BROOKDALE SENIOR LIVING INC. as Issuer AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee SUPPLEMENTAL INDENTURE Dated as of June 14, 2011 2.75% Convertible Senior Notes due 2018Supplemental Indenture • June 14th, 2011 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
SUPPLEMENTAL INDENTURE, dated as of June 14, 2011, between Brookdale Senior Living Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”) under the Indenture dated as of June 14, 2011, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
