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Exhibit 10.1
LOAN NO. 20-365
FIRST AMENDMENT TO LOAN DOCUMENTS
THIS FIRST AMENDMENT TO LOAN DOCUMENTS (this "AMENDMENT") is
made as of the ___ day of June, 2001, between ALC OHIO, INC., a Nevada
corporation, ALC PENNSYLVANIA, INC., a Nevada corporation, ALC IOWA, INC., a
Nevada corporation, ALC NEBRASKA, INC., a Nevada corporation and ALC NEW JERSEY,
INC., a Nevada corporation (collectively, the "ORIGINAL BORROWER"), ALC INDIANA,
INC., a Nevada corporation ("ALC INDIANA"), ASSISTED LIVING CONCEPTS, INC., a
Nevada corporation ("ALC"), the financial institutions who are or hereafter
become parties to the Loan Agreement (as defined below) as Lenders, and XXXXXX
HEALTHCARE FINANCE, INC., a Delaware corporation ("XXXXXX"), as Agent and a
Lender.
RECITALS
A. Original Borrower, Agent and Lenders have entered into that
certain Loan Agreement dated as of February 20, 2001 (the "LOAN AGREEMENT"),
pursuant to which Lenders agreed to make loans to Original Borrower in the
aggregate principal amount of Forty-Five Million and No/100 Dollars
($45,000,000.00), subject to the terms and conditions set forth in the Loan
Agreement. The Loan is evidenced by the Notes. As of the date hereof, Xxxxxx is
the only Lender. All capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Loan Agreement.
B. ALC and Original Borrower have requested that the Loan
Agreement be amended to modify the restrictions on use of Loan proceeds, to
reduce the aggregate amount of the Loans to Twenty Million and No/100 Dollars
($20,000,000.00), and to address other matters set forth herein. In order to
induce Lenders enter into this Amendment and to make additional loans to
Original Borrower and ALC Indiana (Original Borrower and ALC Indiana are
hereinafter collectively referred to as "BORROWER") under the Loan Agreement as
amended hereby (from which loans ALC will receive a material financial benefit),
ALC is willing to sell and lease-back certain properties to Borrower in order to
provide collateral for such loans.
C. Borrower has requested, and Borrower, Agent and Lenders
hereby agree, to modify the Loan Documents pursuant to the terms of this
Amendment.
NOW, THEREFORE, in consideration of the Recitals, which are
hereby incorporated into and shall be deemed a part of this Amendment, of the
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
all parties, it is agreed by and among the parties hereto as follows:
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1. AMENDMENTS TO LOAN DOCUMENTS.
(a) Notwithstanding anything to the contrary contained in the
Loan Documents, Lenders shall have no obligation to make any disbursement of any
proceeds of the Loan except as explicitly set forth in this Amendment. Without
limiting the generality of the preceding sentence, Lenders shall have no
obligation to make further disbursements with respect to the Pool 1 Properties
(except to the extent expressly provided in this Amendment) or the Pool 2
Properties.
(b) Borrower represents and warrants to Agent and Lenders that
fee simple title to the real property more particularly described on Exhibit A
attached hereto (collectively, the "POOL 3 PROPERTIES"), including the assisted
living facilities and other improvements located thereon, is owned by the
Borrower as indicated on Exhibit A. Borrower shall cause each of the Pool 3
Properties to become Included Properties on or before July 31, 2001. If Borrower
fails to do so and Agent provides written notice thereof to Borrower, and
Borrower does not cure such failure within five (5) business days of such
notice, it shall be an Event of Default under the Loan Agreement with no further
notice or cure period. In the event that one or more of the Pool 3 Properties is
unacceptable to Agent in any way, Borrower shall upon request by Agent cause a
new property or properties (from among the ALC Properties) acceptable to Agent
to be substituted for such of the Pool 3 Properties which are unacceptable to
Agent. Borrower shall execute and deliver to Agent all Loan Documents requested
by Agent with respect to the Pool 3 Properties. The term "PROPERTIES" as defined
in the Loan Agreement shall mean both the Pool 1 Properties and the Pool 3
Properties, and the term "PROPERTY" as defined in the Loan Agreement shall mean
each Pool 1 Property and each Pool 3 Property.
(c) The following is added to the Loan Agreement immediately
following subsection 1.1.3:
"1.1.4. INTEREST RESERVE. A portion of the proceeds of the Loan in the
amount of Three Million and No/100 Dollars ($3,000,000.00) shall be
retained by Lenders to fund an interest reserve (the "INTEREST RESERVE")
and shall be advanced by Lenders to pay the interest due on the Loan to
the extent that such interest for a calendar month exceeds Net Cash Flow
from the Project for such calendar month, subject to the terms hereof.
Lenders shall not be required to make any other disbursements from the
Interest Reserve except as set forth above. No portion of the Interest
Reserve shall bear interest hereunder unless and until such portion is
advanced by Lenders.
Absent a default hereunder or under any of the other Loan
Documents, and subject to Agent's prior approval which may be withheld
in Agent's sole discretion regardless of whether a default is then
continuing under any of the Loan Documents, Lenders shall make
disbursements from the Interest Reserve on the applicable due date for
the payment of interest due on the Loan, in accordance with Section 1.4
hereof. Disbursements from the Interest Reserve shall be made no more
than once a month, with the final disbursement to be made no later than
the Maturity Date. The aggregate disbursements from the Interest Reserve
shall not exceed Three Million and
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No/100 Dollars ($3,000,000.00). Nothing in this subsection 1.1.4 shall
be deemed to relieve Borrower of its obligation to timely pay all
interest as it comes due. If Borrower has not paid all interest due on
the Loan on the due date pursuant to Section 1.4, and if Lenders make an
advance of interest under this subsection which is greater than the
required amount of such advance, then upon determination and
notification thereof by Agent to Borrower, Borrower shall repay the
excess advance within two (2) Business Days after Borrower's receipt of
such notice (notwithstanding anything to the contrary contained in
Section 1.6 hereof). Such repayment shall constitute a permitted
prepayment of principal, without penalty of any sort, notwithstanding
any other provision of this Amendment or the other Loan Documents to the
contrary. For example:
if prior to any Loan advance, on the first day of a calendar
month, $100.00 of interest had accrued for the prior month (the
"PRIOR MONTH") on the portion of the Loan advanced; and the
Borrower paid no interest on such day; and Lenders advanced the
entire $100.00 of interest due on that day (there being
sufficient funds remaining in the Interest Reserve to do so);
and the financial reports for the Project for the Prior Month
received by Agent by the twentieth (20th) of the month following
the Prior Month show that the Net Cash Flow for the Prior Month
was $30.00, the entire advance of $100.00 would be added to the
principal balance of the Loan on the date of the advance. If
Agent sends Borrower a notice stating that the Interest Reserve
was overadvanced by $30.00, Borrower would then be obligated to
pay back the $30.00 within two (2) Business Days after Borrower
received such notice. Upon receipt of the $30.00 by Agent, the
principal balance would be reduced as of that date by $30.00,
the Interest Reserve would be increased by the $30.00 repayment,
and such partial prepayment of principal would be allowed
without penalty of any sort. Nothing in this example should be
construed to either (i) relieve Borrower of its obligation to
have paid the $30.00 on the first day of the month following the
Prior Month, or (ii) require Lenders to have advanced the
$30.00.
"NET CASH FLOW" for any period means all gross revenue ("GROSS
REVENUE") collected from or in connection with the Project (whether
collected by a Borrower or ALC as the lessee and operator of each
Property under the applicable ALC Lease) during such period (including
rents, other occupancy payments, fees and other amounts paid by
residents of the Project, expense reimbursements, interest income and
forfeited security deposits, but excluding (to avoid any double counting
of revenue) the rent paid to Borrower by ALC pursuant to the ALC Lease
of each Property); less (a) all bona fide normal, customary and
reasonable operating expenses actually paid during such period, and (b)
deposits into reserves approved by Agent or required by the Loan
Documents; provided, however, that amounts included in such reserves
shall not also be included as an expense upon disbursement from such
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reserves. Borrower shall deliver to Agent a report of Net Cash Flow
(showing the computation thereof) for the prior calendar month on or
before the twentieth (20th) day of each calendar month."
(d) Section 1.2 of the Loan Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof: "1.2. LOAN TERM. The
Loan shall mature on the Scheduled Maturity Date, or any earlier date on which
the Loan shall be required to be paid in full, whether by acceleration or
otherwise (the "MATURITY DATE"). The "SCHEDULED MATURITY DATE" shall mean
September 28, 2001; provided, however, so long as no petition under any Chapter
of Title 11 of the United States Code (or similar state law) has been filed by
or against any Borrower or ALC as of September 28, 2001, the Scheduled Maturity
Date may be extended by Borrower (by giving written notice thereof to Agent
prior to September 28, 2001) to the earlier of (i) May 31, 2002, or (ii) the
earliest of the date on which a petition under any Chapter of Title 11 of the
United States Code (or similar state law) is filed by or against any Borrower or
ALC." Any reference to Maturity Date contained in the Loan Documents shall be
deemed a reference to the Maturity Date as modified by this Amendment.
(e) Section 1.5 of the Loan Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"1.5. SOURCES AND USES. The sources and uses of funds
for the contemplated transaction are as follows:
SOURCES USES
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Loan: $20,000,000 Trade Payable Pay-Off: $ 1,300,000
Reimbursement of
Deposit Account: $ 2,300,000
ALC Restructuring Costs: $ 2,300,000
Lenders Restructuring Fee: $ 490,000
Loan Modification Fee: $ 250,000
Funding Fee: $ 50,000
Interest Reserve $ 3,000,000
Estimated Closing Costs: $ 200,000
Other Approved Uses $ 710,000
Use of Additional Fundings
Under Loan Agreement Prior
to this Amendment $ 9,400,000
Total: $20,000,000 Total: $20,000,000
Lenders' obligation hereafter to disburse any portion of the
Loan for the uses set forth above is subject to the following conditions: (i)
until such time as Borrower has executed and delivered to Agent a Mortgage,
Assignment of Leases, Subordination and such UCC financing statements required
by Agent with respect to each of the Pool 3 Properties
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and Agent has received an acceptable Title Policy with respect to each of the
Pool 3 Properties (collectively, the "INITIAL DISBURSEMENT CONDITIONS"), Lenders
shall have no obligation to disburse any portion of the Loan, but Lenders may,
in Agent's sole discretion, disburse any portion or all of the Loan to be used
by Borrower for such of the uses set forth above as may be designated by Agent;
(ii) after the Initial Disbursement Conditions have been satisfied, and upon not
less than three (3) Business Days prior written notice from Borrower, Lenders
shall disburse a portion of the Loan to be used by Borrower for any of the uses
set forth above (up to the maximum amounts permitted above) as requested by
Borrower, but specifically excluding the portion of the Loan allocated to Other
Approved Uses; (iii) in the event that in Agent's reasonable opinion any default
is then continuing under any of the Loan Documents, Lenders shall have no
obligation to disburse any of the undisbursed portion of the Loan; (iv) Lenders,
at Agent's option, may disburse any portion of the Loan directly to any third
party recipient in connection with the uses set forth above in lieu of
disbursement to Borrower, except that with respect to any amount under $250,000
owed to a trade vendor, Lenders shall disburse such amount directly to Borrower,
who shall immediately pay such amount to the applicable trade vendor; (v)
Lenders shall disburse the portion of the Loan allocated to the Deposit Account
directly into a separate bank account (the "TENANT ACCOUNT") with a bank
reasonably acceptable to Agent, subject to the terms and conditions set forth
below; (vi) Lenders, at Agent's option, may disburse up to $200,000 of the Loan
into a reserve account controlled by Agent which shall be used by Agent towards
the payment of closing costs incurred in connection with this Amendment; (vii)
before Lenders shall have any obligation to disburse any portion of the Loan
hereunder, Borrower shall provide Agent with evidence reasonably satisfactory to
Agent of the applicable amounts payable by ALC or a Borrower to the party
entitled to such payment; (viii) in the event that Borrower requests a
disbursement of a portion of the Loan under the Other Approved Uses line item
above, Agent may approve or deny such request in its sole and absolute
discretion; and (ix) notwithstanding anything to the contrary contained in
subsection 1.1.1 hereof, Lenders shall have no obligation to disburse any
portion of the Loan more than twice per calendar month (but in no event more
than once per calendar week) or in an amount less than $500,000.
The Tenant Account and any disbursements therefrom shall be
subject to the following additional terms and conditions: (i) the Tenant Account
shall be earmarked for the return of tenant deposits and for no other purpose;
(ii) any disbursement from the Tenant Account in an amount equal to or greater
than $1,000 shall require an authorized signature by Agent (as well as an
authorized signature by Borrower or ALC); (iii) Borrower shall promptly deposit
into the Tenant Account any deposits from tenants at the Properties received by
Borrower; and (iv) Borrower shall cause ALC to execute and deliver to Agent by
the 20th day of each calendar month (commencing August 20, 2001) a monthly
certification that ALC has used the funds in the Tenant Account solely for the
purpose of reimbursing the deposits of tenants at the assisted living facilities
it owns, leases or operates."
(f) Section 1.6 of the Loan Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof: "1.6 PREPAYMENTS OF
LOAN. Borrower may prepay the
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outstanding principal balance of the Loan in full (but not in part) at any time,
provided Borrower gives Agent at least ten (10) business days prior written
notice."
(g) Section 1.7 of the Loan Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"1.7 ALC PROPERTIES. Borrower represents and warrants to
Agent and Lenders that ALC or an Affiliate of ALC owns the real property
listed on Exhibit C hereto together with all improvements thereon (the
"ALC PROPERTIES"), free of all liens and security interests in favor of
others, other than real estate taxes not yet delinquent. Borrower will
not permit any of the ALC Properties to hereafter be sold, transferred,
encumbered (other than real estate taxes not yet delinquent and
easements, rights-of-way, restrictions, mechanic's liens which are
removed or contested within thirty (30) days of filing and other similar
encumbrances incurred in the ordinary course of business of ALC, which
do not materially detract from the value of the ALC Property subject
thereto or materially interfere with the ordinary conduct of business of
ALC or an Affiliate of ALC at such ALC Property), ground leased, master
leased or refinanced without Agent's prior written consent. A breach of
any of such requirements, as reasonably determined by Agent, shall be an
Event of Default under this Agreement."
(h) Section 1.8 of the Loan Agreement is hereby deleted in its
entirety, and all references in the Loan Documents to the Exit Fee are also
deleted. In lieu of an Exit Fee, Borrower shall pay Agent a restructuring fee
(the "LENDERS RESTRUCTURING FEE") in the amount of $490,000, which fee shall be
paid by Borrower simultaneously with the execution of this Amendment. Also upon
execution of this Amendment, Borrower shall pay Agent a loan modification fee of
$250,000 (the "LOAN MODIFICATION FEE") and a funding fee of $50,000 (the
"FUNDING FEE").
(i) Section 7.1(d) of the Loan Agreement is hereby amended by
deleting any references to ALC in such section.
(j) Section 7.1(h) of the Loan Agreement is hereby deleted in
its entirety and the following is inserted in lieu thereof: "The Project Yield
for the immediately preceding three (3) months shall fall below twenty-five
percent (25%). "PROJECT YIELD" shall mean the quotient (expressed as a
percentage) as reasonably determined by Agent of (x) the annualized Net
Operating Income from all of the Included Properties, as determined by Agent's
audit, at Borrower's expense (or at Agent's option, as reasonably estimated by
Agent), divided by (y) the then-current outstanding principal balance of the
Loan plus all accrued but unpaid interest thereon."
(k) In addition to and simultaneously with the execution and
delivery of this Amendment, ALC Indiana and ALC Ohio, Inc. shall each execute
and deliver to Agent the following documents with respect to each of the Pool 3
Properties located in Indiana and Ohio, respectively: (1) a Mortgage, (2) an
Assignment of Leases, (3) such Uniform Commercial Code financing statements as
Agent may require, and (4) a Subordination.
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(l) The term "Senior Debt" as defined in the Intercreditor
Agreement shall mean all amounts owed by Borrower to Senior Creditor (as defined
in the Intercreditor Agreement) under all of the existing Loan Documents (as
amended hereby), this Amendment and each of the Loan Documents executed in
connection with this Amendment. The term "Senior Mortgages" as defined in the
Intercreditor Agreement shall include the Mortgages on the Pool 1 Properties and
the Mortgages on the Pool 3 Properties. The term "Senior Security Documents" as
defined in the Intercreditor Agreement shall include each of the existing Loan
Documents (as amended hereby), this Amendment and each of the Loan Documents
executed in connection with this Amendment.
(m) ALC Indiana is hereby joined to the Loan Agreement, the
Notes, the Environmental Indemnity and the Intercreditor Agreement with the same
effect as if ALC Indiana had executed such documents originally as a Borrower.
Any and all references in the Loan Documents to the "Borrower" shall also
include ALC Indiana. The legal descriptions of each of the Pool 3 Properties
attached hereto as Exhibit A are hereby added to Exhibit A to the Environmental
Indemnity.
(n) This Amendment and each of the documents executed in
connection herewith shall be deemed to be Loan Documents. Any and all references
in the Loan Documents to the "Loan", the "Loan Agreement" or the "Loan
Documents" shall mean the Loan, the Loan Agreement, or the Loan Documents,
respectively, as amended hereby.
2. ACKNOWLEDGMENT AND AGREEMENT OF BORROWER AND ALC. Borrower
and ALC hereby acknowledge and agree that: (a) Neither ALC nor Borrower has any
defense, offset or counterclaim with respect to the payment of any sum owed to
Lenders, or with respect to the performance or observance of any warranty or
covenant contained in any of the other Loan Documents; and (b) Lenders have
performed all obligations and duties owed to Borrower through the date hereof.
In consideration of the mutual covenants herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of Borrower and ALC, for itself and on behalf of all present
and former officers, directors, stockholders, agents, employees, predecessors,
subsidiaries, affiliates, successors and assigns (all of the foregoing hereafter
collectively referred to as "RELEASORS") have fully and forever remised,
released and discharged and do hereby fully and forever remise, release and
discharge Agent and Lenders, and each and all of their respective subsidiaries
and affiliated corporations, companies, divisions, predecessors, successors and
assigns, and each and all of their respective directors, officers, employees,
attorneys, accountants, consultants, and other agents, of and from all manner of
actions, cause and causes of action, suits, debts, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, judgments, executions, claims and demands of whatsoever,
whether or not concealed or hidden, arising out of or relating to any matter,
cause or thing whatsoever, which the Releasors, jointly or severally, have had,
may have had, or now have, or which the Releasors, jointly or severally,
hereafter can, shall or may have, for or by reason of any matter, cause or thing
whatsoever, whenever arising, to and including the date of this Amendment.
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3. REPRESENTATIONS AND WARRANTIES. To induce Lenders to amend
the Loan Documents, Borrower and ALC represent and warrant to Lender that:
(a) Representations and Warranties. On the date hereof, the
representations and warranties set forth in the Loan Documents are true and
correct with the same effect as through such representations and warranties had
been made on the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date.
(b) Authority. Borrower and ALC have full power and authority to
consummate this Amendment, and have full power and authority to incur and
perform the obligations provided for under this Amendment, all of which have
been duly authorized by all proper and necessary corporate action. No consent or
approval of shareholders or of any public authority or regulatory body which has
not been obtained is required as a condition to the validity or enforceability
of this Amendment.
(c) Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of Borrower and ALC respectively, fully
enforceable against Borrower and ALC respectively, in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditor's
rights generally or by equitable principles relating to enforceability.
(d) No Conflicting Agreements. The execution and performance by
Borrower and ALC of this Amendment, will not (i) to the best of Borrower's and
ALC's knowledge, violate any provision of law or any order of any court or other
agency of government; or (ii) violate the Incorporation Documents or any
material indenture, contract, agreement or other instrument to which Borrower or
ALC is a party, or by which any of their respective property is bound, or be in
conflict with, result in a breach of or constitute (with due notice and or lapse
of time) a default under, any such material indenture, contract, agreement or
other instrument; or (iii) result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the property or
assets of Borrower or ALC, other than in favor of Lenders.
(e) Solvency; No Change. No Borrower is insolvent, and there has
been no (i) assignment for the benefit of creditors of any of them, (ii)
appointment of a receiver for any of them or their property, or (iii)
bankruptcy, reorganization, or liquidation proceeding instituted by or against
any of them. Since the filing with the Securities Exchange Commission of ALC's
10Q Report on May 15, 2001, there has been no material adverse change in the
structure, business operations, credit prospects or financial condition of
Borrower, ALC or the Project.
4. EFFECTIVENESS OF THIS AMENDMENT. The amendments set forth
above shall become effective as of the date of this Amendment. In the event of
any conflict between the terms of any Loan Document and this Amendment, this
Amendment shall prevail.
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5. EFFECT ON LOAN DOCUMENTS. Except as specifically amended
hereby, the terms and provisions of the Loan Documents are in all other respects
ratified and confirmed and remain in full force and effect. No reference to this
Amendment need be made in any notice, writing or other communication relating to
the Loan Documents, any reference to a Loan Document shall be deemed to be a
reference thereto as amended by this Amendment.
6. FEES AND EXPENSES. Borrower hereby agrees to pay all
reasonable expenses incurred by Agent and/or Lenders in connection with the
preparation, negotiation and consummation of this Amendment, and all other
documents related hereto, including, without limitation, the reasonable fees and
expenses of Agent and/or Lenders' counsel and paralegals, and any filing fees,
title insurance premiums, and recordation tax required in connection with the
filing of any documents necessary to consummate the provisions of this
Amendment. Without limiting the foregoing in any way, in the event that the
amount of closing costs in connection with this Amendment exceeds amounts paid
through proceeds of the Loan pursuant to Section 1(e) above, Borrower shall
promptly pay such excess to Agent upon demand therefore by Agent.
7. NO CUSTOM. This Agreement shall not establish a custom or
course of dealing or waive, limit or condition the rights and remedies of Agent
and/or Lenders under the Loan Documents, all of which are expressly reserved.
8. GOVERNING LAW. This Amendment shall be construed in
accordance with and governed by the laws of the State of Illinois, without
regard to the conflict of laws principles thereof.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed original and all of which taken
together shall constitute one and the same Amendment.
10. SEVERABILITY. If any provision of this Amendment or the
application thereof to any party or circumstance is held to be invalid or
unenforceable, the remainder of this Amendment and the application of such
provision to other parties and circumstances will not be affected thereby, the
provisions of this Amendment being severable in any such instance.
11. MODIFICATIONS. This Amendment may not be modified, amended,
waived, changed or terminated orally, but only by an agreement in writing signed
by the party against whom the enforcement of the modification, amendment,
waiver, change or termination is sought.
12. PRINCIPAL'S AGREEMENTS. In connection with the Loan, ALC has
made, executed and delivered to Agent that certain Guaranty dated February 20,
2001 and that certain Hazardous Materials Indemnity Agreement dated February 20,
2001 (collectively, the "PRINCIPAL'S AGREEMENTS"). ALC expressly reaffirms and
ratifies its continuing obligations made under all of the Principal's
Agreements. All of the waivers set forth in the Principal's Agreements are
hereby incorporated herein by reference. Further, ALC agrees to comply
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with the provisions of Section 1.7 of the Loan Agreement as amended by this
Amendment, and acknowledges the material benefits received by ALC pursuant to
this Amendment.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment or have caused the same to be executed by their duly authorized
representatives as of the date first above written.
BORROWER:
ALC OHIO, INC., a Nevada corporation
By:
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Xxxx X. Xxxxxx, Treasurer
ALC PENNSYLVANIA, INC.,
a Nevada corporation
By:
--------------------------------------
Xxxx X. Xxxxxx, Treasurer
ALC IOWA, INC.,
a Nevada corporation
By:
--------------------------------------
Xxxx X. Xxxxxx, Treasurer
ALC NEBRASKA, INC.,
a Nevada corporation
By:
--------------------------------------
Xxxx X. Xxxxxx, Treasurer
ALC NEW JERSEY, INC.,
a Nevada corporation
By:
--------------------------------------
Xxxx X. Xxxxxx, Treasurer
ALC INDIANA, INC.,
a Nevada corporation
By:
--------------------------------------
Xxxx X. Xxxxxx, Treasurer
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ALC:
ASSISTED LIVING CONCEPTS, INC.,
a Nevada corporation
By:
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Name:
-----------------------------------
Its:
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AGENT AND LENDER:
XXXXXX HEALTHCARE FINANCE, INC.,
a Delaware corporation, as Agent and a
Lender
By:
-------------------------------------
Name:
-----------------------------------
Its:
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