Chartwell Retirement Residences — Capital/Financing Update 2021

Jan 14, 2021

TEMPORARY ACCOMMODATION AND SEVENTH AMENDING AGREEMENT TO THE SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT

This Agreement made as of May ___, 2020 (the "Effective Date") 8

B E T W E E N:

CHARTWELL MASTER CARE LP

as Borrower

• and -

CSH TRUST, CHARTWELL BENCO INC., GP M TRUST, CHARTWELL MASTER CARE CORPORATION, CHARTWELL RETIREMENT RESIDENCES AND THE PROPERTY OWNERS as Guarantors

• and -

THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO as Lenders

• and -

BANK OF MONTREAL

as Administrative Agent

• and -

BMO CAPITAL MARKETS AND TD SECURITIES

as Co-Lead Arrangers and Joint Bookrunners

• and -

THE TORONTO-DOMINION BANK

as Syndication Agent

• and -

BANK OF MONTREAL

as Swing Line Lender

WITNESSES THAT:

WHEREAS the Borrower, the Administrative Agent and the other parties thereto entered into an amended and restated credit agreement dated May 29, 2017, as amended by a first amending agreement dated as of November 21, 2017, as amended by a second amending agreement dated April 3, 2018, as amended by a third amending agreement dated May 10, 2019, a fourth amending agreement dated September 27, 2019, a fifth amending agreement dated November 12, 2019 and a sixth amending agreement dated March 27, 2020 (collectively, the "Credit Agreement");

AND WHEREAS pursuant to a request letter dated April 23, 2020 from the Borrower to the Administrative Agent (the "Request Letter"), the Borrower requested certain temporary accommodations in respect of certain terms of the Credit Agreement during the second, third and fourth Financial Quarters of 2020 (the "Accommodation Period" and the fourth Financial Quarter of 2020 is "Q4 2020");

AND WHEREAS the Lenders have agreed to grant such accommodations during the Accommodation Period subject to the terms and conditions hereinafter set forth, and have otherwise agreed to amend the terms of the Credit Agreement as more particularly set forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE ONE - INTERPRETATION

1.1 Definitions

All terms used in this Agreement that are not defined herein or not amended hereby shall have the meanings attributed to them in the Credit Agreement.

1.2 References

Except where otherwise noted, "this Agreement", "herein", "hereof", "hereto", "hereunder" or similar expressions refer to this Agreement.

ARTICLE TWO - TEMPORARY ACCOMMODATIONS

2.1 Temporary Accommodations

(1) During the Accommodation Period and for the purposes of any calculation of the Lending Value made when the most recently ended Financial Quarter is Q4 2020, the requirements of paragraph (d) under the definition of "Lending Value" in Section 1.01 of the Credit Agreement shall be temporarily suspended.

(2) During the Accommodation Period and during the period that Q4 2020 is the most recently ended Financial Quarter, the requirements of Section 6.02(1)(f) of the Credit Agreement shall be temporarily suspended.

(3) The accommodations agreed to by the Lenders as described in Sections 2.1(1) and (2) of this Agreement will not, except as expressly provided for herein, constitute a waiver or amendment of any Default or Event of Default under, or any provision of, or operate as a waiver or amendment of any right, power or remedy of the Lenders under the Credit Agreement or any other rights or remedies to which the Lenders may be entitled at law.

(4) The Borrower shall have the right to request an extension to the Accommodation Period so as to include the first and second Financial Quarters of 2021, it being acknowledged and agreed that any such extension will be at the sole and absolute discretion of the Lenders. For greater clarity, any such extension to the Accommodation Period shall require the approval of all of the Lenders in writing.

ARTICLE THREE - AMENDMENTS TO CREDIT AGREEMENT

3.1 Ground Leases

(1) The definition of "Ground Leases" in Section 1.01 of the Credit Agreement is deleted and replaced with the following:

""Ground Leases" means the ground lease dated July 18, 2001 between Calgary Health Region, as landlord, and Apex Lifestyle Communities Inc., as tenant, registered as instrument No. 011 321 639, which landlord interest became vested in the Alberta Health Services as evidenced by instrument No. 021 100 554, which tenant leasehold interest was assigned by Apex Communities Inc. to CSH Colonel Belcher Inc., evidenced by a transfer registered as Instrument No. 031 433 027, in respect of the Property municipally known as Colonel Belcher Retirement Residence, 1945 Veteran's Way NW, Calgary, Alberta and any other ground lease in respect of a Property identified as a "Leasehold Interest" on Schedule 2 and "Ground Lease" means any one of them as applicable."

ARTICLE FOUR - CONFIRMATIONS

4.1 Amendment Fee

The Borrower hereby agrees to pay to the Administrative Agent on the date hereof for the account of the Lenders a fee equal to 6.5 bps of the Total Commitment, to be allocated on a pro rata basis to each Lender according to its pro rata share of the Total Commitment.

4.2 Conditions Precedent to Effectiveness of Amending Agreement

The effectiveness of the Agreement is subject to and conditional upon the prior satisfaction of the following conditions precedent:

(1) this Agreement shall have been executed and delivered by all parties thereto; and

(2) payment in full of the Amendment Fee and any other costs associated with the preparation of this Amending Agreement.

4.3 Confirmations

Each Obligor confirms to the Administrative Agent and the Lenders as follows:

(a) all of the representations and warranties of each Obligor contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date

hereof except representations and warranties which relate to an earlier date, which shall be true and correct in all material respects as of such date;

• (b) all of the covenants of each Obligor contained in the Credit Agreement and the other Credit Documents together with all of the conditions precedent to a Drawdown and all other terms and conditions contained in the Credit Agreement to be complied with by the Obligors have been complied with in all material respects; and
• (c) no Default or Event of Default has occurred and is continuing.

4.4 Confirmation of Guarantors

Each of the Guarantors hereby consents to the entering into by the Borrower of this Agreement and confirms that its obligations under the Credit Agreement and the other Loan Documents (including each Guarantee) shall continue in full force and effect for the benefit of the Administrative Agent and the Lenders.

ARTICLE FIVE - MISCELLANEOUS

5.1 Supplemental

This Agreement is supplemental to and amends the Credit Agreement and the Credit Agreement shall henceforth be read in conjunction with, and as amended by, this Agreement, and this Agreement and the Credit Agreement shall henceforth be read, interpreted, construed and have effect so far as it is practicable, and all required re-numbering adjustments to Article references shall be deemed to have been made, as if all of the provisions of this Agreement and the Credit Agreement were contained in one instrument.

5.2 Ratification

Except as amended hereby, the Credit Agreement and all other Credit Documents and all of the terms, conditions and obligations thereof and thereunder are ratified and confirmed.

5.3 Time of the Essence

Time shall be of the essence of this Agreement.

5.4 Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns in accordance with the terms of the Credit Agreement, as applicable.

5.5 Severability

If any provision of this Amending Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any of the parties.

5.6 Further Assurances

Each of the Obligors hereby covenants and agrees that it shall at all times and from time to time hereafter and upon every request by the Lender so to do, make, do, execute, deliver or cause to be made, done, executed and delivered, all such further acts, deeds, assurances, opinions and things as may be required for more effectually implementing and carrying out the provisions of this Agreement.

5.7 Headings

The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

5.8 Governing Law

The parties agree that this Agreement shall be conclusively deemed to be a contract made under, and for all purposes be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be effective as of the date first written above.

5.9 Counterparts

This Agreement may be executed in any number of counterparts and delivered by electronic means, each of which, when so executed, shall be deemed to be an original and all of which taken together shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart executed by each party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers as of the date first above written.

BORROWER:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, in its capacity as sole general partner of CHARTWELL MASTER CARE LP, as Borrower

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer $z_2$

Name Jonathan M. Boulakia Title: Authorized Signing Office

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, as Guarantor

Per:

۲ Name Δ٣ Signing Officer Title: Author

Per:

Namgonathan M. Boulakia Title: Authorized Signing Officer

CSH TRUST

Per:

Name: /LAD VOLODARSKI Title: zed Signing Officer $A$ utblc

Per:

Namtonathan M. Boulakia TitleAuthorized Signing Officer

CHARTWELL BENCO INC.

Per:

Name/LAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title: Jonathan M. Boulakia Authorized Signing Officer

CHARTWELL MASTER CARE CORPORATION

Per:

Name/LAD VOLODARSKI Title: Authorized Signing Officer

Title: Jonathan M. Boulakia Authorized Signing Officer

CHARTWELL RETIREMENT RESIDENCES

Per:

Per:

Name LAD VOLODARSKI
Title: Authorized Signing Officer URL

Name Jonathan M. Boulakia Title: Authorized Signing Office CSH CHATEAU GARDENS ELMIRA INC. VAN HORNE MANOR INC. CSH COUNTRY COTTAGE INC. 1072153 B.C. LTD. CSH EAU CLAIRE INC. CSH COLONEL BELCHER INC. CSH CARRINGTON PLACE INC. CITY CENTRE RESIDENCE INC. 9145-4066 QUEBEC INC., in its capacity as general partner of LE DUPLESSIS LIMITED PARTNERSHIP VAN HORNE MANOR GP LTD., in its capacity as general partner of VAN HORNE LIMITED PARTNERSHIP 1187655 ONTARIO LIMITED 1231436 ONTARIO LIMITED 1179298 ONTARIO LIMITED 796525 ONTARIO INCORPORATED CSH HERITAGE GLEN INC. CSH (HOLLANDVIEW) INC. CSH NES INC. CSH REGENCY INC. CSH ROYAL OAK LTC INC. 2032296 ONTARIO INC. CSH LYNNWOOD INC. CSH (LANGLEY GARDENS) LIMITED PARTNERSHIP, by its general partner CSH (LANGLEY GARDENS) INC. CSH (LANGLEY GARDENS) INC. CSH CHATSWORTH SUITES INC. CSH (CARE) HOLDINGS LTD. CSH (CARLTON GARDENS) LIMITED PARTNERSHIP, by its general partner 0729187 B.C. LTD. 0751122 B.C. LTD. 0729187 B.C. LTD. 1145427 ONTARIO LIMITED CSH AURORA RESTHAVEN INC. CSH L'OASIS ST. JEAN INC. CSH DOMAINE CASCADE INC. CSH PINEWOOD INC. CSH SOUTHWIND RETIREMENT RESIDENCE INC. WATERLOO RETIREMENT HOME INC. KITCHENER RETIREMENT HOME INC. CHARTWELL QUEBEC (MEL) HOLDINGS INC. CSH (CRESCENT GARDENS) LIMITED PARTNERSHIP, by its general partner 0729187 B.C. LTD.

Per:

Name/LAD VOLODARSKI Title: Authorized Signing Officer

Namenathan M. Boulakia TitleAuthorized Signing Officer

ADMINISTRATIVE AGENT:

BANK OF MONTREAL, as Administrative Agent

Name: Title: Jenny Li Managing Director

LENDERS:

BANK OF MONTREAL, as Lender

Per:

Name: Title: Jenny Li Managing Director

BANK OF MONTREAL, as Swing Line Lender

Per:

Name: Title: Jenny Li Managing Director

THE TORONTO-DOMINION BANK

Per:

Per:

Name: Title: Anthony Ottavino Director

Name: Title: Jamie Green Vice President

CANADIAN IMPERIAL BANK OF COMMERCE

Per:

Name: Title: Kristyn Doran ASO

Per:

Name: Title: Peter F. Block ASO

THE BANK OF NOVA SCOTIA

Per:

Per:

Name: Title: Andrew Black, Director

Name: Title: Gabriella Tulipano, Associate

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC A
Per:
	Name: Robert Bourhis
	Managing Director Title:
Per:	Name Hussam El-Tamimi Title:
	Vice President, Real Estate Corporate Banking