EXHIBIT 10.2
TEXAS ALC PARTNERS, LP
00000 XX XXXXX XXXXXX XXXXX, XXXXXXXX X
XXXXXXXX, XXXXXX 97220-9057
Phone (000) 000-0000 Fax (000) 000-0000
September 25, 2001
VIA FACSIMILE AND FEDERAL EXPRESS
T and F Properties, L.P.
c/o Xx. Xxxxxxx X. Xxxxxx
XxXxxxxx Properties, Inc.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Option Agreement with Assisted Living Concepts, Inc.
Dear Xxxx:
This letter ("Option Agreement") sets forth the terms and conditions
pursuant to which T and F Properties, L.P. ("Seller") is granting an option (the
"Option") to Texas ALC Partners, L.P. ("Texas ALC") to purchase the Property (as
defined in Exhibit "B" to this Option Agreement), together with whatever
interest, if any, Seller has in the Personal Property (as defined in Exhibit "B"
to this Option Agreement) for the purchase price of TWENTY-THREE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($23,500,000) (the "Purchase Price") and on the other
terms and conditions outlined in Exhibit "B" to this Option Agreement. Texas ALC
may not assign its rights hereunder; provided, however, that upon prior written
notice to Seller, Texas ALC may designate one or more nominees to take title to
all or any portion of the Property. Texas ALC acknowledges that it currently
leases the Property from Seller pursuant to five separate facility lease
agreements (collectively, the "Facility Lease Agreements").
In return for Xxxxxx's hereby granting to Texas ALC the Option to
purchase the Property, Texas ALC agrees to deliver to Seller the amount of
TWENTY-FIVE THOUSAND DOLLARS ($25,000) (the "Option Payment"). Within one (1)
business day after Texas ALC's receipt of this Option Agreement executed by
Seller in the space provided below, Texas ALC shall deliver to Seller the Option
Payment by wire according to the wiring instructions provided to Texas ALC by
Seller. Upon the date of the receipt of the Option Payment by Seller, this
Option Agreement shall be effective (the "Effective Date").
The term of the Option shall commence on the Effective Date and will
expire on October 31, 2001 (the "Option Expiration Date"). This Option Agreement
shall terminate on the earlier to occur of: (i) in the event that Texas ALC does
not elect to exercise the Option in accordance with the terms hereof, 11:59 p.m.
EST on the Option Expiration Date or (ii) in the
Xx. Xxxxxxx X. Xxxxxx
September 25, 2001
Page 2
event that Texas ALC elects to exercise the Option in accordance with the terms
hereof, (a) the Close of Escrow (as hereinafter defined), if transaction
contemplated hereunder is consummated or (b) 11:59 p.m. EST on the Closing Date
(as hereinafter defined) if the transaction contemplated hereunder is not
consummated. In order to exercise the Option, Texas ALC shall deliver to Seller
by facsimile or overnight mail delivery, a written notice of its intent to
exercise such Option (the "Election Notice") on or prior to 5:00 p.m. EST on the
Option Expiration Date; time is of the essence.
In the event that Texas ALC exercises the Option on or prior to the
Option Expiration Date and the transaction contemplated hereunder is
consummated, at the Close of Escrow, the amount of the Option Payment shall be
applied against and be deemed to be a payment credited against the Purchase
Price. On the other hand, in the event Texas ALC fails to exercise the Option on
or prior to the Option Expiration Date, Seller may retain the full amount of the
Option Payment, and the Option shall automatically expire without any further
notice or documentation required of either party.
The parties understand and agree that in the event the Option is not
exercised on or prior to the Option Expiration Date, then, the parties'
respective interests in the Property shall be and remain as they are on the date
of this letter set forth above, such failure to exercise the Option having no
effect on such interests.
In the event Texas ALC exercises the Option on or prior to the Option
Expiration Date and the transaction contemplated hereunder does not close due to
(i) a failure of any condition precedent to be satisfied (other than a default
by Seller), then, Seller may retain the full amount of the Option Payment and
the Option shall automatically expire without any further notice or
documentation required of either party or (ii) the default of a party, then, the
nondefaulting party's remedy shall be as set forth in Exhibit "B" hereto in
Section 12.
Seller understands and acknowledges that Texas ALC intends to disclose
the terms and conditions of this Option Agreement to the unofficial committee of
the bondholders for the public holding bonds issued by Texas ALC's parent
company, Assisted Living Concepts, Inc. (the "Parent").
Texas ALC's offer to Seller to enter into this Option Agreement is to
expire at 5:00 p.m. PDT on September 26, 2001, unless signed and returned to me
before such date. Facsimile signatures shall have the same binding effect as
originals.
By executing this letter, Xxxxxx agrees to withdraw the Property from
the market until the earlier to occur of (i) in the event that Texas ALC does
not elect to exercise the Option, November 1, 2001 or (ii) in the event that the
purchase of the Property is not consummated, November 16, 2001.
Xx. Xxxxxxx X. Xxxxxx
September 25, 2001
Page 3
We look forward to hearing from you.
Very truly yours,
TEXAS ALC PARTNERS, LP, A TEXAS
LIMITED PARTNERSHIP
BY: TEXAS ALC, INC.
ITS: GENERAL PARTNER
By: ________________________
Wm. Xxxxx Xxxxx, Chief
Executive Officer
SC:kem
cc: Xxxxxxx Xxxxxx, Esq. (via facsimile)
Xxxxxx Xxxxxx, Esq. (via facsimile)
Xxxxx Xxxxx, Esq. (via facsimile)
Xxxx Xxxxxx
Xxxxxx Xxxxxxxx, Esq.
THE ABOVE OPTION AGREEMENT IS ACCEPTED AND
AGREED TO THIS ___ DAY OF SEPTEMBER, 2001.
T AND F PROPERTIES, LP, A DELAWARE LIMITED PARTNERSHIP
BY: MT GENERAL, LLC
ITS: GENERAL PARTNER
BY: ___________________________________________
Xxxxxxx X. Xxxxxx, Chief Operating Officer
EXHIBIT "A"
TO
OPTION AGREEMENT
Azalea House (Henderson, Texas)
Lakewell House (Mineral Wells, Texas)
Santa Fe House (Plainview, Texas)
Xxxxxxxx House (Abilene, Texas)
Xxxxx House (Big Springs, Texas)
Bluebonnet House (College Station, Texas)
Xxxxxxxx House (Pampa, Texas)
Xxxxxxxx House (Bryan, Texas)
Xxxxxx House (Canyon, Texas)
Austin House (Nacogdoches, Texas)
Xxxx House (Sweetwater, Texas)
Xxxxx House (Beaumont, Texas)
Hickory House (Levelland, Texas)
Sabine House (Orange, Texas)
Xxxxxxx House (Gainesville, Texas)
Potter House (Amarillo, Texas)
EXHIBIT "B"
TO
OPTION AGREEMENT
The following are the salient terms and conditions for the purchase and
sale of the Property in the event the Option is exercised by Texas ALC.
1. PURCHASE OF ASSETS. Texas ALC will purchase from Seller the following
assets (collectively, the "Assets"):
(a) Fee simple interest in and to the real property and the
improvements thereon demised to Texas ALC pursuant to the Facility Lease
Agreements, including, without limitation, the assisted living facilities
(collectively, the "Facilities"), described on Exhibit "A" to the Option
Agreement, together with all rights and appurtenances thereto (such real
property , improvements, rights and appurtenances are collectively referred to
herein as the "Property"). Seller shall convey such fee simple interest in the
Property to Texas ALC by Special Warranty Deed, subject only to the Permitted
Exceptions (as defined in Section 8(a) below).
(b) All furniture, fixtures, equipment, signs, case goods, soft
goods, bedding and linens, kitchen and dining goods, applicants, maintenance and
landscaping tools and equipment, and supplies currently owned by Seller, if any,
that is located on or used in the operation of the Property ("Personal
Property"). Without limiting the foregoing, Seller makes no representation that
it owns any Personal Property. Seller shall convey the Personal Property to
Texas ALC by Bill of Sale "as is" and without warranties of title.
2. "AS IS" CONDITION. Texas ALC acknowledges that Texas ALC and/or the
Parent have been in possession and control of the Assets since Seller or
Seller's affiliate first took title to the same. Accordingly, the Assets will be
conveyed to Texas ALC in "as is" condition, with Seller making no
representations and warranties with regard to the condition of the Assets.
Except for the express representations and warranties contained in this Exhibit
"B", Seller is not making, and Texas ALC is not relying upon, any representation
or warranty, express or implied, of any nature whatsoever with respect to the
Property. Consequently, Texas ALC (on its own behalf and its designee, if any)
waives any and all claims and causes of action, now or hereafter arising,
against Seller in respect of the condition of the Property. SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
EITHER AS TO ITS FITNESS FOR ANY PARTICULAR PURPOSE OR USE, ITS DESIGN OR
CONDITION OR OTHERWISE, OR AS TO DEFECTS IN THE QUALITY OF THE MATERIAL OR
WORKMANSHIP THEREIN, LATENT OR PATENT; IT BEING AGREED THAT ALL RISKS RELATING
TO THE DESIGN, CONDITION AND/OR USE OF THE PROPERTY ARE TO BE BORNE BY TEXAS
ALC. WITHOUT LIMITING ANY OF THE PROVISIONS OF THE FACILITY LEASE AGREEMENTS, AS
OF THE CLOSE OF ESCROW, TEXAS ALC ASSUMES ALL RISK OF (I) THE PHYSICAL CONDITION
OF THE PROPERTY, (II) THE SUITABILITY OF THE PROPERTY FOR OPERATION IN
ACCORDANCE WITH ITS PRIMARY INTENDED USE (AS DEFINED UNDER THE FACILITY LEASE
AGREEMENTS), (III) THE COMPLIANCE OR NON-COMPLIANCE OF THE
PROPERTY WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT, NOT LIMITED TO,
ENVIRONMENTAL LAWS AND ZONING AND OTHER LAND USE LAWS, (IV) ALL MATTERS THAT A
SURVEY MAY DISCLOSE AND (V) SUBJECT TO SELLER'S PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, WHETHER TITLE TO THE PROPERTY IS INSURABLE. Without limiting the
foregoing, Texas ALC acknowledges and agrees that, in connection with the
consummation of the transaction contemplated hereunder, in the event that Texas
ALC obtains or seeks to obtain title insurance insuring its interest in the
Property, Seller shall not be obligated to provide any form of representation or
indemnification to the title insurance company issuing such policy; provided,
however, that Seller shall provide to such title insurance company (1) a copy of
its partnership agreement and the articles of incorporation of its general
partner, (2) evidence of its authority to execute and deliver the transaction
documents to which it is a party, (3) evidence of Seller's qualification to do
business in the state where the Property is located, (4) certificates of good
standing relating to the Seller from the state where the Property is located and
from the state of its formation, (5) evidence of the clearance of any lien that
does not constitute a Permitted Exception under paragraph 8(a)(i) and (6) an
affidavit that Seller is not a "foreign person" as defined in Section 1445(f)(3)
of the Internal Revenue Code of 1986, as amended.
3. Purchase Price Allocation; Payment and Adjustments.
(a) PURCHASE PRICE. The entire Purchase Price shall be allocated to
the real estate being conveyed. In the event that Texas ALC exercises the Option
in accordance with the terms hereof, then, prior to the Close of Escrow, Seller
and Texas ALC agree to the reasonable allocation of the Purchase Price among the
properties listed on Exhibit "A" to the Option Agreement.
(b) PAYMENT. The Purchase Price shall be payable as follows:
(i) The amount of the Option Payment shall be credited as
provided above.
(ii) The balance of the Purchase Price shall be paid in cash/good
funds by wire transfer at the Close of Escrow.
(c) CLOSING ADJUSTMENTS. The Purchase Price will be adjusted at the
Close of Escrow, to reflect prorations of Rent (as defined under the Facility
Lease Agreements) due under Facility Lease Agreements through the date of the
Close of Escrow. All expenses relating to the ownership and operation of the
Assets are passed through to Texas ALC under the Facility Lease Agreements, so
there will be no adjustments for such expenses at Close of Escrow. Without
limiting the foregoing and notwithstanding anything to the contrary set forth in
the Facility Lease Agreements, at the Close of Escrow, Texas ALC shall pay to
Seller an amount equal to the Seller's reasonable estimate of the Additional
Rent (as defined under the Facility Lease Agreements) due for the quarter in
which the Close of Escrow occurs (the "Closing Quarter"). Within ninety (90)
days after the Closing Date, Texas ALC shall deliver to Seller an Officer's
Certificate (as defined under the Facility Lease Agreements) in a form
reasonably acceptable to Seller and certified by the general partner of Texas
ALC setting forth a calculation of the Additional Rent for the period from the
commencement of the Closing Quarter through the
Closing Date. A final reconciliation of the Additional Rent due for the Closing
Quarter shall be made based upon such Officer's Certificate. If, as a result of
such reconciliation, (a) the Additional Rent determined to be due for the
Closing Quarter exceeds the amount paid by Texas ALC at the applicable Closing,
Texas ALC agrees to pay such difference to Seller within ten (10) days after
such final reconciliation or (b) the Additional Rent determined to be due for
the Closing Quarter is less than the amount paid by Texas ALC at such Closing,
Seller agrees to refund such overpayment to such Texas ALC within ten (10) days
after such final reconciliation. The provisions of this Paragraph shall survive
the Close of Escrow.
4. [INTENTIONALLY DELETED.]
5. CLOSE OF ESCROW. The close of this transaction (the "Close of
Escrow") shall occur on November 15, 2001 (the "Closing Date"). Time is of the
essence. The Close of Escrow shall occur at a place and time to be designated by
Texas ALC in the Election Notice. Notwithstanding the foregoing, the parties
hereto are willing to consummate the transaction contemplated hereunder by
utilizing a nationally recognized title insurance company designated by Texas
ALC as escrow agent for the delivery of the required documents hereunder,
subject to such escrow arrangements as are reasonably acceptable to Seller and
Texas ALC. The Seller acknowledges and agrees that Chicago Title Insurance
Company would be acceptable as an escrow agent.
6. NO ASSUMPTION OF LIABILITIES. Texas ALC will not assume any debts,
obligations, or liabilities of Seller, except as may otherwise be provided under
the Facility Lease Agreements.
7. CASH COLLATERAL. At the Close of Escrow, Seller shall refund to Texas
ALC the Cash Collateral (as defined under the Facility Lease Agreements) held by
Seller (as of the Close of Escrow), together with all interest and/or investment
income accrued thereon, by providing Texas ALC with a credit against the
Purchase Price. The amount of the Cash Collateral held by Seller as of the date
hereof is EIGHT HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED TWENTY-SIX AND
38/100 DOLLARS ($833,326.38), plus interest and/or investment income accrued
thereon. See Schedule 1 to this Exhibit "B" to Option Agreement, which Schedule
1 is attached hereto and incorporated herein by this reference, and which lists
the principal amount of Cash Collateral held by Seller as of the date hereof
(allocated by Facility).
8. CONDITIONS OF TEXAS ALC'S OBLIGATION TO CLOSE THE PURCHASE OF ASSETS.
In the event Texas ALC exercises the Option on or prior to the Option Expiration
Date, Texas ALC's obligation to purchase the Assets shall be conditioned upon
the following being satisfied or waived by Texas ALC on or before the Close of
Escrow; provided, however, the acceptance by Texas ALC or its designee of the
Special Warranty Deeds shall be deemed to be a full performance and discharge of
every agreement and obligation of Seller hereunder, except those obligations
hereunder that by their express terms survive such acceptance.
(a) The condition of title to the Assets must be satisfactory to
Texas ALC in its reasonable discretion.
(i) Texas ALC shall be responsible for obtaining title insurance
for the Property and it shall review the condition of title to the Property
pursuant to a current title commitment report for the Property, accompanied by
legible copies of all underlying documents, issued by the Chicago Title
Insurance Company. Upon review of the title commitment and all underlying
documents by Texas ALC, Texas ALC shall provide written notice to Seller of the
exceptions to title which Seller must remove prior to closing in order that
Texas ALC will be able to take title subject only to Permitted Exceptions.
Seller understands that Texas ALC will require Seller to remove at or prior to
Close of Escrow any and all liens and encumbrances that do not constitute
Permitted Exceptions. As used herein, the term "Permitted Exceptions" shall be
defined as and include (1) any exceptions to title subject to which Seller (or
its affiliate) took title from ALC as set forth in Seller's (or such
affiliate's) owner's policy of title insurance, (2) any exceptions to title
created during the term of the Facility Lease Agreements with the consent of
Texas ALC or for the benefit of the Property and (3) any exceptions for which
the lessee under the Facility Lease Agreements is responsible. In no event shall
the term Permitted Exceptions be deemed to include any voluntary monetary liens
created by Seller or its affiliate or involuntary liens arising out of the acts
or omissions of Seller or its affiliate.
(ii) Texas ALC will provide Seller with a UCC search or searches
and legible copies of all instruments affecting title to the personal property
for Seller to prepare the appropriate terminations and releases. Texas ALC shall
review the condition of title to the Personal Property which must be free and
clear of all liens attributable to Seller or filed against the Personal Property
by Seller.
(b) Any as-built survey(s) of the Property, obtained by Texas ALC,
shall be satisfactory to ALC in its reasonable discretion.
(c) Texas ALC shall have obtained funds from a lender in the amount
of the total Purchase Price of the Assets, if Texas ALC elects to take title to
the Assets; or, alternatively, if a nominee of Texas ALC is to take title to the
Assets, then that nominee shall be committed to leasing back the Property to
Texas ALC on terms mutually acceptable to that party as lessor and Texas ALC as
lessee, with the lease agreement(s) to commence contemporaneously with the Close
of Escrow.
(d) Seller shall have executed the following documents in form
mutually acceptable to Seller and Texas ALC: (i) recordable Terminations of
Facility Lease Agreements for each parcel comprising the Property; (ii)
recordable releases or reconveyances of deeds of trust or mortgages and security
agreements for each such parcel; (iii) recordable releases of fixture filings
for each such parcel; (iv) releases of all UCC-1 Financing Statements filed by
Seller identifying Texas ALC or any affiliate of Texas ALC as the debtor/lessee;
and (v) terminations or mutual releases of all other agreements reasonably
requested by Texas ALC or Seller that arose out of the purchase of the Assets by
Seller or its affiliate and the leaseback by Texas ALC or its affiliate;
provided, however, that it is acknowledged and agreed that nothing set forth
herein or in any terminations of the Facility Lease Agreements and/or any of the
other releases or terminations to be executed at the Close of Escrow shall be
deemed to amend, modify or limit any provisions set forth in the Facility Lease
Agreements or any of the other Lease Documents (as defined under the Facility
Lease Agreements) which by their express terms
provide that they will survive the expiration or earlier termination of the
Facility Lease Agreements and/or the other Lease Documents.
9. CLOSING COSTS. Texas ALC shall pay the cost of its owner's policy of
title insurance, any title endorsements to such policy, the cost of the survey,
if any, and all transfer tax costs. The escrow fees shall be shared equally by
Seller and Texas ALC. Seller will pay the recording costs for any releases or
reconveyances of liens or security interests which were created by Seller or
which Xxxxxx is required to remove hereunder. Texas ALC shall pay the recording
costs for the Special Warranty Deeds, the Memoranda of Termination of Facility
Lease Agreements, any other termination and/or release agreements not to be paid
for by Seller (as provided above), and any liens created by Texas ALC.
10. COMMISSIONS. Texas ALC agrees to hold harmless, indemnify and defend
the Seller from and against any and all claims made by (i) Xxxxx & Xxxxxx
claiming a right to a fee or commission or (ii) any third party claiming a right
to a fee or commission by through or under Texas ALC. Xxxxxx agrees to hold
harmless, indemnify and defend Texas ALC from and against any and all claims
made by any third party, other than Xxxxx & Xxxxxx, claiming a right to a fee or
commission by, through or under Seller. Seller represents and warrants to Texas
ALC that Seller has not engaged Xxxxx & Xxxxxx as its agent, finder or broker
with respect to the Assets. The provision of this Paragraph shall survive the
Close of Escrow or any termination of this Option Agreement.
11. CONTINGENT CLOSING. The purchase of the Assets is contingent upon
the simultaneous close of the purchase of all the Assets (including, without
limitation, the sixteen properties which constitute the real property portion of
the Assets), unless otherwise expressly waived, in writing, by Texas ALC and
Seller.
12. REMEDIES. In the event of a default by Texas ALC, Seller's sole
remedy shall be to terminate this Option Agreement and retain the Option Payment
as liquidated damages. In the event of a default by Seller, then Texas ALC's
sole remedy shall be to: (i) terminate this Option Agreement and receive a
refund of the Option Payment or (ii) enforce specific performance of this Option
Agreement and Seller's obligations thereunder. Except as otherwise expressly
provided herein, in the event of any termination of this Option Agreement due to
a default by either party, both parties shall be released of any further
obligations hereunder.
13. REPRESENTATIONS AND WARRANTIES.
(a) Seller represents and warrants to Texas ALC that as of the date
hereof and as of the Close of Escrow: (i) Seller has been duly organized and is
validly existing as a limited partnership, is in good standing in the state of
its organization and is qualified to do business and is in good standing in the
state in which the Property is located, and the person signing the this Option
Agreement and the other documents required hereunder on behalf of Seller is
authorized to do so, (ii) no other person or party has any right to purchase the
Assets, (iii) Seller has not received any written notice of condemnation,
eminent domain and, to Seller's knowledge, no similar proceedings are pending or
threatened with regard to the Property, (iv) to the best of Seller's knowledge,
Seller has not received any written notice of any pending or threatened liens,
special assessments, condemnations, impositions or increases in assessed
valuations to be made
against the Property by any governmental authority and (v) Seller is not a
"foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code
of 1986, as amended.
(b) Texas ALC represents and warrants to Seller that as of the date
hereof and as of the Close of Escrow: (i) Texas ALC has been duly organized and
is validly existing as a limited partnership, is in good standing in the state
of its organization and is qualified to do business and is in good standing in
the state in which the Property is located, and the person signing this Option
Agreement and the other documents required hereunder on behalf of Texas ALC is
authorized to do so, and (ii) there is no action or proceeding pending or, to
Texas ALC's knowledge, threatened against Texas ALC which challenges or impairs
Texas ALC's ability to execute or perform its obligations under the Purchase
Agreement and other documents.
14. ATTORNEYS' FEES AND COSTS. In the event that either party institutes
legal action against the other party with respect to this Option Agreement , the
party which prevails in such action shall be entitled to recover from the other
party all courts costs and reasonable attorneys' fees incurred in connection
therewith.
15. CASUALTIES; CONDEMNATION. If any portion of the Property is damaged
or destroyed by fire or other casualty, or if condemnation proceedings are
instituted against any portion of the Property after the exercise of the Option
and prior to the Close of Escrow, Seller shall assign the insurance or
condemnation proceeds payable in respect of the fire or other casualty or
condemnation to Texas ALC at the Close of Escrow and Texas ALC shall close the
transaction contemplated hereunder without reduction in the Purchase Price.
Nothing set forth herein shall relieve Texas ALC of any of its obligations under
the Facility Lease Agreements (including, without limitation, any of its
obligations thereunder with respect to casualties or condemnation) unless and
until such Facility Lease Agreements are expressly terminated at the Close of
Escrow as required hereunder in connection with the consummation of the
transaction contemplated hereunder.
16. FURTHER ASSURANCES. From time to time before or after the Close of
Escrow, at no additional consideration, the parties hereto each agree that they
will promptly execute and deliver all additional documents and perform (or cause
the performance of) any other acts that may be reasonably requested in order to
effectuate the intent of this Option Agreement and to consummate the transaction
contemplated hereby. The provisions of this Paragraph shall survive the Close of
Escrow or any termination of this Option Agreement.
17. MODIFICATIONS. This Agreement may not be amended in any respect
whatsoever except by a further agreement, in writing, fully executed by each of
the parties.
SCHEDULE 1
TO
EXHIBIT "B"
Cash Collateral(1) (as of December 31, 2000)
Austin House $45,334.87
Azalea House 47,623.34
Bluebonnet House 55,559.53
Xxxxxxx House 56,805.06
Xxxxxx House 48,320.55
Hickory House 39,253.41
Xxxx House 44,347.14
Lakewell House 44,851.49
Xxxxx House 70,259.07
Xxxxx House 56,805.06
Xxxxxxxx House 59,103.79
Xxxxxxxx House 45,414.94
Potter House 70,588.32
Sabine House 52,268.74
Santa Fe House 52,794.43
Xxxxxxx House 43,996.65
--------------
$833,326.39(2)
--------
(1) Pursuant to Section 6.2.1 of the Facility Lease Agreements, Texas ALC
Partners, L.P., as Lessee, deposited Cash Collateral with Seller, as Lessor, as
security for Xxxxxx's performance.
(2) Pursuant to Section 1.B of the Deposit Pledge Agreements, Texas ALC
Partners, L.P. as Lessee, is entitled to all income earned on the Cash
Collateral and all proceeds thereof.
