EXHIBIT 10.52
TERM NOTE
U.S. $85,000,000.00 April 16, 1998
FOR VALUE RECEIVED, the undersigned, FOUNTAIN VIEW, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of Bank of
Montreal (the "Bank") at the principal office of Bank of Montreal, as Agent, in
Chicago, Illinois, in immediately available funds, the principal sum of Eighty
Five Million and no/100 Dollars ($85,000,000.00) or, if less, the aggregate
unpaid principal amount of the Term Loan made or maintained by the Bank to the
Borrower pursuant to the Credit Agreement, in consecutive quarter-annual
principal installments in the amounts called for by Section 1.8(b) of the Credit
Agreement, commencing on March 31, 1999, and continuing on the last day of each
June, September, December and March occurring thereafter, together with interest
on the principal amount of such Term Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in
the Credit Agreement, except that all principal and interest not sooner paid on
the Term Loan evidenced hereby shall be due and payable on December 31, 2003,
the final maturity date hereof.
The Bank shall record on its books or records or on a schedule attached to
this Note, which is a part hereof, the Term Loan made or maintained by it
pursuant to the Credit Agreement, together with all payments of principal and
interest and the principal balances from time to time outstanding hereon,
whether the Term Loan is a Base Rate Loan or a Eurodollar Loan, the interest
rate and Interest Period applicable thereto, provided that prior to the transfer
of this Note all such amounts shall be recorded on a schedule attached to this
Note. The record thereof, whether shown on such books or records or on a
schedule to this Note, shall be prima facie evidence of the same, provided,
however, that the failure of the Bank to record any of the foregoing or any
error in any such record shall not limit or otherwise affect the obligation of
the Borrower to repay the Term Loan made to it pursuant to the Credit Agreement
together with accrued interest thereon.
This Note is one of the Term Notes referred to in the Credit Agreement
dated as of April 16, 1998, among the Borrower, Bank of Montreal, as Agent, and
the Banks party thereto (the "Credit Agreement"), and this Note and the holder
hereof are entitled to all the benefits and security provided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a
statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This
Note shall be governed by and construed in accordance with the internal laws of
the State of Illinois.
Voluntary prepayments may be made hereon, certain prepayments are required
to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof (in each case without premium or penalty except as otherwise set
forth in the Credit Agreement), all in the events, on the terms and in the
manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.
Fountain View, Inc.
By /s/ Xxxxxx X. Xxxxxx
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Name Xxxxxx X. Xxxxxx
Title President
