Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety the terms and provisions of the 2014 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 Credit Agreement (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit Documents”). Borrowers agree that the consolidation, amendment and replacement of the 2014 Credit Agreement and the 2014 Credit Documents shall not impair the debt evidenced by the 2014 Credit Documents and does not constitute a novation of the 2014 Credit Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Agreement and the Credit Documents. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ Camy Wind Name: Camy Wind Title: SVP FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Signer FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Guarantor joins in the execution of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing: 1. On: _______________, 201_ (which is a Business Day). 2. In the amount of: ___________________. 3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Borrowing requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.01(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Exhibit A-1 – Page 1 Borrower State ofOrganization BLC Wellington-Colonial Heights, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of Bowling Green, LLC DE Brookdale Place at Kenwood, LLC DE BREA Reno LLC DE BREA Sun City West LLC DE ▇▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE Emerihrt Creekview LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois Owner, LLC DE BKD Clare Bridge of Brookfield, LLC DE Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Swing Loan: 1. On: _______________, 201_ (which is a Business Day). 2. In the amount of: ___________________. 3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Swing Loan requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.04 of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of such Swingline Loan. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: Borrower State ofOrganization BLC Wellington-Colonial Heights, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of Bowling Green, LLC DE Brookdale Place at Kenwood, LLC DE BREA Reno LLC DE BREA Sun City West LLC DE ▇▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE Emerihrt Creekview LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois Owner, LLC DE BKD Clare Bridge of Brookfield, LLC DE $__________.00 ____________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “Borrowers”), hereby promise to pay to [INSERT LENDER] or its registered assigns (the “Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($___________.00), or so much of such principal sum as may be advanced or readvanced by Lender as Advances under the Loan established pursuant to that certain Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers, the Lenders identified therein and Capital One, National Association as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. Advances made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President $_________________ ______________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “Borrowers”), hereby promise to pay to CAPITAL ONE, NATIONAL ASSOCIATION or its registered assigns (the “Swingline Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($_____________), this Note evidencing a Swing Loan made pursuant to that certain Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers, Swingline Lender and the other Lenders identified therein and Capital One, National Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Note from the date of such Note until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Swingline Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Swingline Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swing Loan made by the Swingline Lender may be evidenced by one or more loan accounts or records maintained by the Swingline Lender in the ordinary course of business. The Swingline Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Swing Loan and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President Financial Statement Date: __________, 201__ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Exhibit A attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer of the Parent hereby certifies as of the date hereof that [he/she] is the _______________ of the Parent, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrowers, and that: 1. Attached hereto as Schedule 1 is the Form 10-K of the Parent as required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date.] 1. Attached hereto as Schedule 1 is the Form 10-Q of the Parent, as required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject only to normal year‑end audit adjustments and the absence of footnotes.] 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition (financial or otherwise) of each Borrower and the Parent during the accounting period covered by the attached financial statements. 3. A review of the activities of each member of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Credit Parties have performed and observed in all material respects all their respective Obligations under the Credit Documents, and [to the best knowledge of the undersigned Responsible Officer during such fiscal period, each of the Credit Parties has performed and observed in all material respects each covenant and condition of the Credit Documents applicable to it.] [the following covenants or conditions of the Credit Documents have not been performed or observed in all material respects and the following is a list of any Default and its nature and status:] 4. The representations and warranties of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other certificate or document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. 5. The financial covenant analyses and information set forth on Schedule 2 hereto are true and accurate in all materi
Appears in 1 contract
Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety the terms and provisions of the 2014 September 2013 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 September 2013 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 September 2013 Credit Agreement (the “2014 "September 2013 Credit Facility”") and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 September 2013 Credit Facility (the “2014 "September 2013 Credit Documents”"). Borrowers agree that the consolidation, amendment and replacement of the 2014 September 2013 Credit Agreement Agreement. and the 2014 September 2013 Credit Documents shall not impair the debt evidenced by the 2014 September 2013 Credit Documents and does not constitute a novation of the 2014 September 2013 Credit Agreement or 2014 September 2013 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended increased and modified pursuant to this Credit Agreement and the Credit Documents. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. each a Delaware limited liability company By: /s/ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President BORROWERS (cont'd): AHC PROPERTIES, INC., a Delaware corporation By: /s/ G▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President ESC-ARBOR PLACE, LLC, a Washington limited liability company BY: Emeritus Corporation, its sole member By: /s/ G▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President CORPORATION, as Administrative Agent By: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorized Signatory CORPORATION, as a Lender and Swingline Lender By: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorized Signatory By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ Camy Wind Name: Camy Wind Title: SVP FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇B▇▇▇▇ ▇▇▇▇▇ Name: ▇B▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ M▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Signer FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ R▇▇▇ ▇▇▇ Name: R▇▇▇ ▇▇▇ Title: Authorized Signatory By: /s/ S▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ▇. Name: ▇▇▇W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ▇. Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇C▇▇▇▇ ▇▇Wind Name: C▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Wind Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Senior Vice President Guarantor joins in the execution of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page FORM OF LOAN BORROWING NOTICE Date: __________, 201_ To: General Electric Capital One, National AssociationCorporation, as Administrative Agent Re: Fifth Fourth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “"Credit Agreement”"), dated as of December 5____________, 20182014, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “"Borrowers”"), the Lenders identified therein, and GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATIONCORPORATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing:
1. On: _______________, 201_ (which is a Business Day).
2. In the amount of: ___________________.
3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Borrowing requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.01(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 2.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Exhibit A-1 – Page 1 Borrower State ofOrganization BLC Wellington-Cleveland, LLC DE BLC Wellington-Colonial Heights, LLC DE BLC Wellington-Gardens, LLC DE AHC Monroe Township, LLC DE AHC Southland – Ormond Beach, LLC DE BLC Atrium-Jacksonville SNF, LLC DE BLC J▇▇▇▇▇▇ Oaks, LLC DE AHC Sterling House of H▇▇▇▇▇▇▇, LLC DE AHC Properties, Inc. DE BLC A▇▇▇▇▇-▇▇, LLC DE BLC Wellington-Kingston, LLC DE BLC W▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ City, LLC DE BKD Sterling House of Cedar Hill, LLC DE BKD Sterling House of Palestine, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of E▇▇▇, LLC DE BKD Sterling House of Oklahoma City South, LLC DE BKD Sterling House of Oklahoma City North, LLC DE BKD Sterling House of Midwest City, LLC DE BKD Sterling House of E▇▇▇▇▇, LLC DE BLC S▇▇▇▇▇▇▇▇▇▇ Place-Midlothian, LLC DE BLC Windsor Place, LLC DE BLC S▇▇▇▇▇▇▇▇▇▇ Place-Germantown, LLC DE BLC Emerald Crossings, LLC DE BKD Sterling House of Bowling Green, LLC DE BKD Sterling House of Mansfield, LLC DE Brookdale Place at Fall Creek, LLC DE Brookdale Place at Willow Lake, LLC DE Brookdale Place of West Hartford LLC DE Brookdale Place at Kenwood, LLC DE BREA Tucson LLC DE BREA Colorado Springs LLC DE BREA Denver LLC DE BREA East Mesa LLC DE B▇▇▇ ▇▇▇▇▇▇▇ LLC DE BREA Overland Park LLC DE BREA Peoria LLC DE BREA Reno LLC DE BREA Roanoke LLC DE BREA Sarasota LLC DE BREA Charlotte LLC DE BREA Sun City West LLC DE B▇▇▇ ▇▇▇▇▇ LLC DE BREA West Orange LLC DE B▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE EmeriMesa LLC DE ESC-Arbor Place, LLC WA PHNTUS LO Joliet SCU LLC DE Emerihrt Creekview LLC DE Emerihrt Roanoke LLC DE Emerichip Walla Walla LLC DE Brookdale Place of Wooster, LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois OwnerSterling House of DeSoto, LLC DE BKD Clare Bridge of BrookfieldOlympia, LLC DE Date: __________, 201_ To: General Electric Capital One, National AssociationCorporation, as Administrative Agent Re: Fifth Fourth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “"Credit Agreement”"), dated as of December 5___________, 20182014, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “"Borrowers”"), the Lenders identified therein, and GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATIONCORPORATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Swing Loan:
1. On: _______________, 201_ (which is a Business Day).
2. In the amount of: ___________________.
3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Swing Loan requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.04 2.05 of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 2.05 of the Credit Agreement has have been satisfied on and as of the date of such Swingline Loan. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: Borrower State ofOrganization BLC Wellington-Cleveland, LLC DE BLC Wellington-Colonial Heights, LLC DE BLC Wellington-Gardens, LLC DE AHC Monroe Township, LLC DE AHC Southland – Ormond Beach, LLC DE BLC Atrium-Jacksonville SNF, LLC DE BLC J▇▇▇▇▇▇ Oaks, LLC DE AHC Sterling House of H▇▇▇▇▇▇▇, LLC DE AHC Properties, Inc. DE BLC A▇▇▇▇▇-▇▇, LLC DE BLC Wellington-Kingston, LLC DE BLC W▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ City, LLC DE BKD Sterling House of Cedar Hill, LLC DE BKD Sterling House of Palestine, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of E▇▇▇, LLC DE BKD Sterling House of Oklahoma City South, LLC DE BKD Sterling House of Oklahoma City North, LLC DE BKD Sterling House of Midwest City, LLC DE BKD Sterling House of E▇▇▇▇▇, LLC DE BLC S▇▇▇▇▇▇▇▇▇▇ Place-Midlothian, LLC DE BLC Windsor Place, LLC DE BLC S▇▇▇▇▇▇▇▇▇▇ Place-Germantown, LLC DE BLC Emerald Crossings, LLC DE BKD Sterling House of Bowling Green, LLC DE BKD Sterling House of Mansfield, LLC DE Brookdale Place at Fall Creek, LLC DE Brookdale Place at Willow Lake, LLC DE Brookdale Place of West Hartford LLC DE Brookdale Place at Kenwood, LLC DE BREA Tucson LLC DE BREA Colorado Springs LLC DE BREA Denver LLC DE BREA East Mesa LLC DE B▇▇▇ ▇▇▇▇▇▇▇ LLC DE BREA Overland Park LLC DE BREA Peoria LLC DE BREA Reno LLC DE BREA Roanoke LLC DE BREA Sarasota LLC DE BREA Charlotte LLC DE BREA Sun City West LLC DE B▇▇▇ ▇▇▇▇▇ LLC DE BREA West Orange LLC DE B▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE EmeriMesa LLC DE ESC-Arbor Place, LLC WA PHNTUS LO Joliet SCU LLC DE Emerihrt Creekview LLC DE Emerihrt Roanoke LLC DE Emerichip Walla Walla LLC DE Brookdale Place of Wooster, LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois OwnerSterling House of DeSoto, LLC DE BKD Clare Bridge of BrookfieldOlympia, LLC DE FORM OF REVOLVING NOTE $__________.00 _______ ____________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “"Borrowers”"), hereby promise to pay to [INSERT LENDER] or its registered assigns (the “"Lender”"), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($___________.00__), or so much of such principal sum as may be advanced or readvanced by Lender as Advances under the Loan established pursuant to that certain Fifth Fourth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “"Credit Agreement”"), dated as of December 5___________, 2018, 2014 by and among the Borrowers, the Lenders identified therein and General Electric Capital OneCorporation, National Association as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s 's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. Advances made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. [This Note replaces and restates, in part, that certain Revolving Note dated [January 31, 2011] in the principal amount of [$______________], executed by the Borrowers and payable to the order of [ ], which in turn replaced and restated, in part, that certain Revolving Note dated [______________] in the principal amount of [$______________], executed by the Borrowers and payable to the order of [ ] (collectively, the "Prior Notes"). The indebtedness evidenced by the Prior Notes is not satisfied or extinguished by this Note, but is continued under the terms of this Note as to the stated principal amount hereof.] THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President each a Delaware limited liability company By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President BORROWERS (cont'd): AHC PROPERTIES, INC., a Delaware corporation By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President ESC-ARBOR PLACE, LLC, a Washington limited liability company BY: Emeritus Corporation, its sole member By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President $__________________________ December , 2014 FOR VALUE RECEIVED, the undersigned (collectively, the "Borrowers"), hereby promise to pay to ______________________ or its registered assigns (the "Lender"), the principal sum of ________________________ and No/100 dollars ($ _______________ ), in accordance with the terms and conditions of that certain Fourth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the "Credit Agreement"), dated as of December ___, 2014 by and among the Borrowers, the Lenders identified therein and General Electric Capital Corporation, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Note from the date hereof until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. Advances made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President each a Delaware limited liability company By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President BORROWERS (cont'd): AHC PROPERTIES, INC., a Delaware corporation By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President ESC-ARBOR PLACE, LLC, a Washington limited liability company By: Emeritus Corporation, its sole member By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President $_________________ ______________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “"Borrowers”"), hereby promise to pay to GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATION CORPORATION or its registered assigns (the “"Swingline Lender”"), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($_____________), this Note evidencing a Swing Loan made pursuant to that certain Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers, Swingline Lender and the other Lenders identified therein and Capital One, National Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Note from the date of such Note until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Swingline Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Swingline Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swing Loan made by the Swingline Lender may be evidenced by one or more loan accounts or records maintained by the Swingline Lender in the ordinary course of business. The Swingline Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Swing Loan and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President Financial Statement Date: __________, 201__ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Exhibit A attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer of the Parent hereby certifies as of the date hereof that [he/she] is the _______________ of the Parent, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrowers, and that:
1. Attached hereto as Schedule 1 is the Form 10-K of the Parent as required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date.]
1. Attached hereto as Schedule 1 is the Form 10-Q of the Parent, as required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject only to normal year‑end audit adjustments and the absence of footnotes.]
2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition (financial or otherwise) of each Borrower and the Parent during the accounting period covered by the attached financial statements.
3. A review of the activities of each member of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Credit Parties have performed and observed in all material respects all their respective Obligations under the Credit Documents, and [to the best knowledge of the undersigned Responsible Officer during such fiscal period, each of the Credit Parties has performed and observed in all material respects each covenant and condition of the Credit Documents applicable to it.] [the following covenants or conditions of the Credit Documents have not been performed or observed in all material respects and the following is a list of any Default and its nature and status:]
4. The representations and warranties of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other certificate or document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date.
5. The financial covenant analyses and information set forth on Schedule 2 hereto are true and accurate in all matericonditio
Appears in 1 contract
Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety The Borrower, the terms and provisions of the 2014 Credit Agreement Administrative Agent and the terms and conditions contained Required Lenders (as defined in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 Existing BAML Credit Agreement. The Borrowers, Lenders and Administrative Agent further ) hereby acknowledge and agree that (i) Bank of America, N.A. has resigned as administrative agent under the Existing BAML Credit Agreement, (ii) all of Bank of America, N.A.’s obligations in such capacity as administrative agent have terminated and (iii) all references to the Credit Administrative Agent herein and in the other Loan Documents executed concurrently with shall be a reference solely to KeyBank National Association. The Borrower, the Administrative Agent and the lenders party to the Existing BAML Agreement that are Lenders under this Agreement and the Administrative Agent and the Required Lenders (as defined in the Existing KeyBank Agreement) party to the Existing KeyBank Agreement each hereby agrees that, at such time as this Agreement shall be deemed in full replacement of have become effective, the corresponding documents under the loan governed by the 2014 Credit Agreement (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit Documents”). Borrowers agree that the consolidation, amendment and replacement of the 2014 Credit Existing BAML Agreement and the 2014 Credit Documents Existing KeyBank Agreement automatically shall not impair be deemed consolidated, replaced and superseded by this Agreement and the debt Borrower and the lenders party to the Existing BAML Agreement and the Existing KeyBank Agreement shall no longer have any obligations thereunder (other than those obligations in either of the Existing BAML Agreement or the Existing KeyBank Agreement that expressly survive the termination of the Existing BAML Agreement or the Existing KeyBank Agreement, as applicable) and instead all obligations of the Borrower and the lenders under the Existing BAML Agreement and the Existing KeyBank Agreement are now evidenced by this Agreement. The Borrower represents and warrants to the 2014 Credit Documents Administrative Agent and does each Lender that, simultaneously with the closing and funding of the initial Loan Advances under this Agreement, a portion of said initial Loan Advances will be disbursed to the administrative agents under the Existing BAML Facility and the Existing KeyBank Facility for repayment in full of all principal, interest, fees and other amounts owing under the Existing BAML Agreement and/or the Existing KeyBank Agreement, respectively. It is the intention of the parties to this Agreement that this Agreement not constitute operate as a novation of the 2014 Credit obligations under the Existing BAML Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Existing KeyBank Agreement and the Credit Documents. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, shall not operate as a Lender and Swingline Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ Camy Wind Name: Camy Wind Title: SVP FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Signer FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Guarantor joins in the execution novation or waiver of this Agreement to evidence its agreement to be bound by the terms any right, power or remedy of Section 6.25. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing:
1. On: _______________, 201_ (which is a Business Day).
2. In the amount of: ___________________.
3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Borrowing requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.01(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Exhibit A-1 – Page 1 Borrower State ofOrganization BLC Wellington-Colonial Heights, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of Bowling Green, LLC DE Brookdale Place at Kenwood, LLC DE BREA Reno LLC DE BREA Sun City West LLC DE ▇▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE Emerihrt Creekview LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois Owner, LLC DE BKD Clare Bridge of Brookfield, LLC DE Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Swing Loan:
1. On: _______________, 201_ (which is a Business Day).
2. In the amount of: ___________________.
3. To be sent by wire transfer to the following account: Bank: _______________ ABA No.: _______________ Account Number: _______________ Account Name: _______________ Reference: ________________ With respect to any Swing Loan requested herein, the undersigned Borrower Representative hereby represents and warrants that (i) such request complies with the requirements of Section 2.04 of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of such Swingline Loan. BROOKDALE SENIOR LIVING INC., a Delaware corporation By: Name: Title: Borrower State ofOrganization BLC Wellington-Colonial Heights, LLC DE BKD Sterling House of Waxahachie, LLC DE BKD Sterling House of Bowling Green, LLC DE Brookdale Place at Kenwood, LLC DE BREA Reno LLC DE BREA Sun City West LLC DE ▇▇▇▇ ▇▇▇▇▇▇ Ranch LLC DE Emerihrt Creekview LLC DE AH North Carolina Owner, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ I LLC DE BKD West Melbourne PropCo, LLC DE BKD Patriot Heights, LLC DE BKD Shoreline, LLC DE AH Ohio-Columbus Owner, LLC DE AH Illinois Owner, LLC DE BKD Clare Bridge of Brookfield, LLC DE $__________.00 ____________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “Borrowers”), hereby promise to pay to [INSERT LENDER] or its registered assigns (the “Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($___________.00), or so much of such principal sum as may be advanced or readvanced by Lender as Advances under the Loan established pursuant to that certain Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers, the Lenders identified therein and Capital One, National Association as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for or any Lender. The Security Documents with respect to the account existing Borrowing Base Properties and the existing Borrowing Base Property Owners (as applicable) continue to create a valid security interest in, and Lien upon, the Collateral described therein, in favor of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from for the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one benefit of the Notes referred Lenders to in secure the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. Advances made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President $_________________ ______________, 201_ FOR VALUE RECEIVED, the undersigned (collectively, the “Borrowers”), hereby promise to pay to CAPITAL ONE, NATIONAL ASSOCIATION or its registered assigns (the “Swingline Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal sum of ____________________ and No/100 dollars ($_____________), this Note evidencing a Swing Loan made pursuant to that certain Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers, Swingline Lender and the other Lenders identified therein and Capital One, National Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Note from the date of such Note until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Swingline Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Swingline Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrowers, may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swing Loan made by the Swingline Lender may be evidenced by one or more loan accounts or records maintained by the Swingline Lender in the ordinary course of business. The Swingline Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Swing Loan and payments with respect thereto. Except as otherwise provided for in the Credit Agreement, each Borrower, for itself, its respective successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President Financial Statement Date: __________, 201__ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Exhibit A attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer of the Parent hereby certifies as of the date hereof that [he/she] is the _______________ of the Parent, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrowers, and that:
1. Attached hereto as Schedule 1 is the Form 10-K of the Parent as required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date.]
1. Attached hereto as Schedule 1 is the Form 10-Q of the Parent, as required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject only to normal year‑end audit adjustments and the absence of footnotes.]
2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition (financial or otherwise) of each Borrower and the Parent during the accounting period covered by the attached financial statements.
3. A review of the activities of each member of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Credit Parties have performed and observed in all material respects all their respective Obligations under the Credit Documents, and [to the best knowledge of the undersigned Responsible Officer during such fiscal period, each of the Credit Parties has performed and observed in all material respects each covenant and condition of the Credit Documents applicable to itthis Agreement.] [the following covenants or conditions of the Credit Documents have not been performed or observed in all material respects and the following is a list of any Default and its nature and status:]
4. The representations and warranties of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other certificate or document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date.
5. The financial covenant analyses and information set forth on Schedule 2 hereto are true and accurate in all materi
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