INDENTUREIndenture • September 23rd, 1997 • American Retirement Corp • Services-skilled nursing care facilities • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 12, 2006Merger Agreement • May 15th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Delaware
RECITALSLoan Agreement • November 14th, 2001 • American Retirement Corp • Services-skilled nursing care facilities • Illinois
EXHIBIT 10.7 LEASE AGREEMENT by and between FREEDOM PLAZA LIMITED PARTNERSHIP an Arizona limited partnershipLease Agreement • August 14th, 2002 • American Retirement Corp • Services-skilled nursing care facilities • Arizona
January 19, 2006 JEFFERIES & COMPANY, INC. 520 Madison Avenue, 12th Floor New York, New York 10022 Ladies and Gentlemen: INTRODUCTORY. American Retirement Corporation, a Tennessee corporation (the "COMPANY"), proposes to issue and sell to Jefferies &...Underwriting Agreement • January 20th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • New York
Agreement ---------Loan Agreement • November 7th, 2003 • American Retirement Corp • Services-skilled nursing care facilities • New York
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 29th, 1999 • American Retirement Corp • Services-skilled nursing care facilities
RECITALSPromissory Note • November 7th, 2003 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
1 ___% Convertible Subordinated Debentures Due 2002 UNDERWRITING AGREEMENT New York, New York September __, 1997 SCHRODER & CO. INC. As Underwriter Equitable Center 787 Seventh Avenue New York, New York 10019-6016 Ladies and Gentlemen: AMERICAN...Underwriting Agreement • September 23rd, 1997 • American Retirement Corp • Services-skilled nursing care facilities
EXHIBIT 10.2 ================================================================== ============== CONTRIBUTION AGREEMENT BY AND BETWEEN ARCPI HOLDINGS, INC., A TENNESSEE CORPORATIONContribution Agreement • August 15th, 2002 • American Retirement Corp • Services-skilled nursing care facilities • New York
LOAN AGREEMENTLoan Agreement • May 15th, 2001 • American Retirement Corp • Services-skilled nursing care facilities • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 1997 • American Retirement Corp • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.3 SHAREHOLDERS' AGREEMENT This SHAREHOLDERS' AGREEMENT (the "Agreement"), dated as of July 14, 1998, is made by and among American Retirement Corporation, a Tennessee corporation ("ARC"), and Robert G. Roskamp ("Roskamp"). WHEREAS,...Shareholders Agreement • November 5th, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
WITNESSETH:Registration Rights Agreement • November 5th, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
RECITALSRights Agreement • May 15th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
ANDLease Agreement • November 7th, 2003 • American Retirement Corp • Services-skilled nursing care facilities
EXECUTION VERSION AMENDED AND RESTATED LOAN AGREEMENT Dated as of September 30, 2002Loan Agreement • November 15th, 2002 • American Retirement Corp • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.7 Lease and Security Agreement by and between NH Texas Properties Limited Partnership, a Texas limited partnershipLease Agreement • March 12th, 1997 • American Retirement Corp • Texas
AMONG FORT AUSTIN REAL ESTATE HOLDINGS, LLC, AS BORROWER,Loan Agreement • August 14th, 2002 • American Retirement Corp • Services-skilled nursing care facilities
1 Exhibit 2.3 REORGANIZATION AGREEMENT THIS REORGANIZATION AGREEMENT, dated to be effective as of February 28, 1997, is by and between AMERICAN RETIREMENT CORPORATION, a Tennessee corporation (the "Corporation"), and AMERICAN RETIREMENT COMMUNITIES,...Reorganization Agreement • May 29th, 1997 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
1 Exhibit 2.5 SUPPLEMENTAL AGREEMENT This is a Supplemental Agreement, dated July 14, 1998, among American Retirement Corporation, a Tennessee corporation ("ARC"), Freedom Group, Inc., a Florida corporation ("FGI"), and Robert G. Roskamp, PHC, L.L.C.,...Supplemental Agreement • March 29th, 1999 • American Retirement Corp • Services-skilled nursing care facilities
RIGHTS AGENTRights Agreement • November 24th, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
AS LANDLORD, ANDLease Agreement • May 15th, 2002 • American Retirement Corp • Services-skilled nursing care facilities
RECITALSFinancing and Security Agreement • November 14th, 2001 • American Retirement Corp • Services-skilled nursing care facilities • Texas
Exhibit 10.2 AMERICAN RETIREMENT CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of _______________, 200__ (the "Grant Date"), by and between...Non-Qualified Stock Option Agreement • May 23rd, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
SCOTTSDALE CONSTRUCTION LOAN AGREEMENT Dated: September 28, 2000Construction Loan Agreement • November 14th, 2000 • American Retirement Corp • Services-skilled nursing care facilities • Texas
FIRST AMENDMENT TO MASTER LEASE ------------------------------- (Phase II)Master Lease • November 7th, 2003 • American Retirement Corp • Services-skilled nursing care facilities • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERShareholder Voting Agreement • November 30th, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
WITNESSETH:Termination and Release Agreement • February 1st, 1999 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
RECITALSLoan Agreement • May 15th, 2000 • American Retirement Corp • Services-skilled nursing care facilities • Colorado
Exhibit 10.4 AMERICAN RETIREMENT CORPORATION RESTRICTED SHARE AWARD AGREEMENT (Officer and Employee) THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and entered into as of the _____ day of _______________, 200__ (the "Grant Date"),...Restricted Share Award Agreement • May 23rd, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
DEED OF LEASEDeed of Lease • March 31st, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Virginia
WITNESSETH:Consulting Agreement • November 5th, 1998 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
Exhibit 10.7 Amendment #1 to the American Retirement Corporation 401(k) Plan Pursuant to Article XVI, Section 16.1, of the Scudder Prototype Plan Document for the American Retirement Corporation 401(k) Plan (the "Plan"), American Retirement...401(k) Plan Amendment • March 9th, 2004 • American Retirement Corp • Services-skilled nursing care facilities
MASTER LEASE AND SECURITY AGREEMENT (POOL 2)Master Lease and Security Agreement • November 15th, 2002 • American Retirement Corp • Services-skilled nursing care facilities • California
