Chartwell Retirement Residences — Capital/Financing Update 2021

Jan 14, 2021

THIRD AMENDMENT TO THE SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT

This Agreement made as of May ___, 2019 (the "Effective Date") 10

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 and April 3, 2018 (collectively, the "Credit Agreement");

206581/482306 MT DOCS 19127663

AND WHEREAS the parties hereto wish to further amend the Credit Agreement in order to extend the Repayment Date of the Credit Agreement;

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 - AMENDMENTS TO CREDIT AGREEMENT

2.1 Credit Facilities

(1) The definition of "Repayment Date" in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

""Repayment Date" means, May 29, 2024 or such later date as may be agreed to by the Lenders in accordance with Section 2.15."

ARTICLE THREE - FEES AND CONFIRMATIONS

3.1 Extension Fee

In consideration of the Lenders agreeing to extend the Repayment Date, the Borrower will pay to the Administrative Agent on the date hereof for the account of the Lenders a fee equal to 0.195% 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.

3.2 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;

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

(3) a corporate opinion with respect to the Borrower and an enforceability opinion with respect to this Agreement provided by counsel to the Borrower in favour of the Administrative

Agent, and the Lenders, in form and substance satisfactory to the Administrative Agent and its counsel, acting reasonably;

(4) delivery to the Administrative Agent of a Compliance Certificate (demonstrating pro forma compliance with the financial covenants set out in the Credit Agreement); and

(5) extension and renewal of any existing personal property registration and filings in connection with the Security, as applicable, as a result of the extension of the Repayment Date.

3.3 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.

3.4 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 FOUR - MISCELLANEOUS

4.1 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.

4.2 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.

4.3 Time of the Essence

Time shall be of the essence of this Agreement.

4.4 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.

4.5 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.

4.6 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.

4.7 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.

4.8 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.

4.9 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:

NameLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Kame:
⊤Honathan M. Boulakia
∧Authorized Signing Officer

206581/482306 MT DOCS 19127663

GUARANTORS:

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

Per:

Name/LAD VOLODARSK Title: Authorized Signing Office

0

Per:

Mame Anathan M. Boulakia Authorized Signing Officer

CSH TRUST

Per:

Nama: AD VOLODARSKI

Per:

Memathan M. Boulakia Allthorized Signing Officer

TitleAuthorized Signing Office

CHARTWELL BENCO INC.

Nary EAD VOLODARSKI Titl@uthorized Signing Officer

Per:

Per:

Name: Title:

CHARTWELL MASTER CARE CORPORATION

Per:

Nathan VOLODARSKI Time in Authorized Signing Officer

Per:

Namathan M. Boulakia Atthorized Signing Officer

CHARTWELL RETIREMENT RESIDENCES

Name:
Title AD/VOLODARSKI
Authorized Signing Office

Per:

Per:

Name: Titulonathan M. Boulakia Authorized Signing Officer

CSH CHATEAU GARDENS ELMIRA INC.

Name: TIVEAD VOLODARSKI Authorized Signing Officer

Per:

Per:

Name: Title:

CSH CHATEAU GARDENS NIAGARA INC.

Per:

Name
TitlAD VOLODARSKI Authorized Signing Officer

Per:

Name: Title:

VAN HORNE MANOR INC.

Nameap volopaRSK Title uthorized Signing Office

Per:

Per:

CSH COUNTRY COTTAGE INC

Per:

NametAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH CHATEAU GARDENS LANCASTER INC.

Namid: AD VOLODARSKI TitleAuthorized Signing Officer

Per:

Per:

Name: Title:

KAMLOOPS RENAISSANCE RETIREMENT RESIDENCE LTD.

Per:

Nama: AD VOLODARSKI Title Authorized Signing Officer

Per:

1072153 B.C. LTD.

Per:

Name LAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH EAU CLAIRE INC.

$\overline{\Lambda}$

Name LAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

Name: Title:

CSH COLONEL BELCHER INC.

Per:

Nama: AD VOLODARSKI TitleAuthorized Signing Officer

Per:

Name: Title:

CSH CARRINGTON PLACE INC.

Per:

NameLAD VOLODARSKI Title: Authorized Signing Officer

Per:

CITY CENTRE RESIDENCE INC.

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

Name: Title:

CSH (ROCKCLIFFE) INC.

Per:

Name: VLAD VOLODARSKI

Title: Authorized Signing Officer

Per:

Name: Title:

9145-4066 QUEBEC INC., in its capacity as general partner of LE DUPLESSIS LIMITED PARTNERSHIP

NanveaD VOLODARSKI TitleAuthorized Signing Officer

Per:

Per:

VAN HORNE MANOR GP LTD., in its capacity as general partner of VAN HORNE LIMITED PARTNERSHIP

Per:

Name VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

1187655 ONTARIO LIMITED

Per:

Name VLAD VOLODARSKI

Title: Authorized Signing Officer

Per:

Name: Title:

1231436 ONTARIO LIMITED

Per:

NamevLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

1179298 ONTARIO LIMITED

Name VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

796525 ONTARIO INCORPORATED

Per:

Name:
Title: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH HERITAGE GLEN INC.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH (HOLLANDVIEW) INC.

Per:

Name:
Title: VLAD VOLODARSKI
Title: Authorized Signing Officer

Per:

Name: Title:

CSH NES INC.

Per:

NameyLAD VOLODARSKI Title: Authorized Signing Officer

Per:

CSH REGENCY INC.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH ROYAL OAK LTC INC.

Per:

NameiLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

Per:

2032296 ONTARIO INC.

Name:
THE VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH LYNNWOOD INC.

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

CSH (LANGLEY GARDENS) LIMITED PARTNERSHIP, by its general partner CSH (LANGLEY GARDENS) INC.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Offiser

Per:

Name: Title:

CSH (LANGLEY GARDENS) INC.

Per:

Name:

Title: VLAD VOLODARSKI Authorized Signing Officer

Per:

Name: Title:

CSH CHATSWORTH SUITES INC.

NameyLAD VOLODARSKI Title: Authorized Signing Office

Per:

Per:

Name: Title:

CSH (CARE) HOLDINGS LTD

Name LAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

CSH (CARLTON GARDENS) LIMITED PARTNERSHIP, by its general partner 0729187 B.C. LTD.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

0751122 B.C. LTD.

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

Name: Title:

0729187 B.C. LTD.

Name Title: VLAD VOLODARSKI Authorized Signing Officer

Per:

Per:

Name: Title:

1145427 ONTARIO LIMITED

Name volodaRSKI Title inthorized Signing Officer

Per:

Per:

CSH AURORA RESTHAVEN INC.

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

Name: Title:

CSH L'OASIS ST. JEAN INC.

Per:

Name: AD VOLODARSKI

TitleAuthorized Signing Officer

Per:

Name: Title:

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per:

Name:
------- VLAD VOLODARSKI Authorized Signing Officer

Per:

Name: Title:

CSH DOMAINE CASCADE INC.

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

CSH PINEWOOD INC.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per:

Name/LAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

WATERLOO RETIREMENT HOME INC.

Per:

Namey
Title: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

KITCHENER RETIREMENT HOME INC.

Name:
THE VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Per:

1145427 ONTARIO LIMITED

Per:

'W $\boldsymbol{\mathcal{X}}$

VLAD VOLODARSKI
Authorized Signing Officer Name: Title:

Per:

ADMINISTRATIVE AGENT:

BANK OF MONTREAL, as Administrative Agent

Per: $\epsilon$ Name: a shi kataloga asalan
Manazarta Jenny Li
Managing Director

LENDERS:

BANK OF MONTREAL, as Lender

Per: Jenny Li
Managing Director Name: Title: ×

BANK OF MONTREAL, as Swing Line Lender

Per: $\mathcal{L}$ Name: Jenny Li
Managing Director Title: $\mathbb{Z}^2$

206581/482306 MT DOCS 19127663

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THE TORONTO-DOMINION BANK

Per:

Name: Anthony Ottavino Title: Director

Per:

E)

Name: Melissa Miles Title: Vice President

CANADIAN IMPERIAL BANK OF COMMERCE

Per:
	Name: eter Block Title: Authorized Signatry
Per:	ELSA HANNAFORD
	Name: Authorized Signatory Title:

THE BANK OF NOVA SCOTIA

Per:

Name: Title: Andrew Black Director

Per:

Name: Title: Gabriella Tulipano Associate

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC
Per:	Name: Fitle:	Robert Bourhis Managing Director, Real Estate Corporate Banking
Per:	Name:
	Title:	Dominique Parizeau Directeur général Gestion du Portefeuille, Grandes Entreprises Managing Director
		Portfolio Management, Corporate Banking

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