NOTE
$15,000,000.00 Chicago, Illinois
April , 1998
FOR VALUE RECEIVED, BROOKDALE LIVING COMMUNITIES, INC., a Delaware
corporation (the "Maker"), with its principal place of business at 00 Xxxx
Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, hereby promises to pay to the
order of LaSALLE NATIONAL BANK, a national banking association (the ABank@), at
its office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other
place as Bank may direct from time to time, in lawful money of the United States
and in available funds, the principal amount of FIFTEEN MILLION DOLLARS
($15,000,000.00), or such lesser amount as Bank advanced to Maker hereunder
which is outstanding as of the Maturity Date, as defined in that certain Loan
Agreement dated the date hereof by and between Maker and the Bank (the "Loan
Agreement").
All advances under this Note shall bear interest in accordance with and
be governed by the terms and provisions of the Loan Agreement. All payments
received from the Maker hereunder shall be applied by the Bank in accordance
with the terms of the Loan Agreement.
The Maker may prepay the outstanding amounts of the Loan from time to
time in whole or in part on any business day without penalty or premium. The
Maker may reborrow any amounts prepaid, provided all conditions to the Bank's
obligations to fund subsequent amounts under the Loan Agreement have been
satisfied.
This Note is issued under the Loan Agreement, and this Note and the
Bank are entitled to all of the benefits, rights and remedies provided for by
the Loan Agreement or referred to therein, to which Loan Agreement reference is
made for a statement thereof. All capitalized terms used herein which are not
defined herein, but which are defined in the Loan Agreement, shall have the
meaning prescribed in the Loan Agreement.
All unpaid amounts owing on this Note or on any other Obligations under
the Loan Agreement or the other Documents immediately shall become due and
payable at the option of the Bank, without notice or demand, upon the occurrence
of any Event of Default.
In the event of default in the payment of any sums due under this Note,
the Maker hereby agrees that the Bank may offset all money, bank or other
deposits or credits now or hereafter held by the Bank or owed by the Bank to the
Maker against all amounts due under this Note or against any other amounts which
may be due the Bank from the Maker.
No clause or provision contained in this Note or any documents related
hereto shall be construed or shall so operate (a) to raise the interest rate set
forth in this Note above the lawful maximum, if any, in effect from time to time
in the applicable jurisdiction for loans to borrowers of the type, in the
amount, for the purposes, and otherwise of the kind contemplated, or (b) to
require the payment or the doing of any act contrary to law, but if any clause
or provision contained shall otherwise so operate to invalidate this Note, in
whole or in part, then (i) such clauses or provisions shall be deemed modified
to the extent necessary to be in compliance with the law, or (ii) to the extent
not possible, shall be deemed void as though not contained and the remainder of
this Note and such document shall remain operative and in full force and effect.
All makers and any endorsers, guarantors, sureties, accommodation
parties and all other persons liable or to become liable for all or any part of
the indebtedness evidenced by this Note, jointly and severally waive, to the
extent permitted by law, except as otherwise provided in the Loan Agreement or
the other Loan Documents, diligence, presentment, protest and demand, and also
notice of protest, of demand, of nonpayment, of dishonor and of maturity and
also recourse or suretyship defenses generally; and they also jointly and
severally hereby consent to any and all renewals, extensions or modifications of
the terms of this Note, including time for payment, and further agree that any
such renewals, extension or modification of the terms of this Note or the
release or substitution of any security for the indebtedness under this Note or
any other indulgences shall not affect the liability of any of the parties for
the indebtedness evidenced by this Note. Any such renewals, extensions or
modifications may be made without notice to any of said parties.
The Maker shall be liable to the Bank for all costs and expenses
incurred in connection with collection, whether by suit or otherwise, of any
amount due under this Note, including, without limitation, reasonable attorneys'
fees, as more fully set forth in the Loan Agreement.
This Note shall be governed by and construed in accordance with the
laws of the State of Illinois.
BROOKDALE LIVING COMMUNITIES, INC.,
a Delaware corporation
By:
Print Name:
Title:
