DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement"), dated as of June 30,
1998, is made and entered into by and between AH NORTH CAROLINA OWNER LIMITED
PARTNERSHIP, an Ohio limited partnership ("Owner"), and BROOKDALE LIVING
COMMUNITIES OF NORTH CAROLINA, INC., a Delaware corporation ("Developer").
RECITALS
WHEREAS, Owner is acquiring certain real property from Developer
pursuant to that certain Purchase and Sale Agreement of even date herewith
between Developer, as seller, and Owner, as purchaser (the "Purchase and Sale
Agreement"), and desires to develop it for use as a senior and assisted living
facility in Raleigh, North Carolina, which is legally described on Exhibit A
attached hereto and currently referred to as Regency Place(the "Project");
WHEREAS, Developer is experienced and qualified in the business of
developing senior and assisted living facilities such as the Project, and Owner
desires to engage Developer to perform development services in connection with
the construction of the Project;
WHEREAS, Developer has commenced construction of the Project and has
entered into (i) a letter of intent to enter into a construction contract with
XxXxxxxx Street Bovis, Inc., as general contractor, (ii) an architectural
contract and (iii) other contracts related thereto, and hereafter shall enter
into additional contracts and amendments, change orders, modifications or
supplements of or to any of the foregoing (collectively, the "Construction
Contracts"); and
WHEREAS, Owner desires to retain Developer to, and Developer is willing
to, perform development services in connection with the construction of the
Project on the terms and subject to the conditions set forth in this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals and the mutual
promises and covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Responsibilities of Developer.
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(a) Owner hereby engages Developer to perform the services in
connection with the development and construction of the Project normally and
customarily performed by a developer of a commercial real estate project and as
further described herein, and Developer hereby accepts such engagement and,
subject to the conditions set forth in this Agreement, agrees to provide such
services, at Owner's expense. During the term of this Agreement, Developer shall
have full authority to construct the Project or cause the Project to be
constructed as a senior and assisted living facility, and shall have full and
complete control and reign over, and use of, the entire Project, including its
common areas. Without limiting the generality of the foregoing, Developer shall,
at Owner's expense, have full authority as follows:
(i) Regulatory Compliance. Developer shall use reasonable efforts to
obtain and maintain all licenses, permits, qualifications and approvals from any
applicable governmental or regulatory authority required for the construction of
the Project. In addition, Developer shall supervise and coordinate the
preparation and filing of (and, where required to do so under applicable law or
regulations, file) all reports or other information required by all state or
other governmental agencies having jurisdiction over the Project and shall
deliver copies of all such reports and information to Owner simultaneously with
such filings. Developer shall cooperate with governmental inspection and
enforcement activities.
(ii) Equipment and Improvements. Developer shall, on behalf of Owner,
acquire or effect the acquisition of equipment and improvements which are needed
to operate the Project or its services.
(iii) Existing Contracts. Developer shall have the right and authority,
at the Owner's expense, to enter into, perform, and modify its obligations and
duties under the Construction Contracts and to deal with, and enforce the
obligations of, all parties thereto.
(iv) Legal Proceedings. Developer shall have the right and authority,
on its own behalf or through legal counsel designated by Developer, direct all
legal matters and proceedings that are within the scope of Developer's authority
pursuant to this Agreement. Without limiting the generality of the foregoing,
Developer is authorized (without the prior written consent of Owner) to (a)
settle, in the name and on behalf of Owner and on such terms and conditions as
Developer may deem to be in the best interests of the Project, any and all
claims or demands arising out of, or in connection with, the operation of the
Project, whether or not legal action has been instituted and (b) enter into such
agreements with any governmental agencies having jurisdiction over the Project
deemed necessary or desirable by Developer in its sole and absolute judgment.
All such amounts paid in respect of any such settlements and agreements shall be
expenses of the Project and be paid by Owner. Developer will give notice
promptly to Owner of all demands and claims and all settlements and legal
actions, but the failure to give such notice shall not affect the preceding
provisions of this paragraph.
(v) Other Matters. Developer shall, on its own behalf or, if necessary,
on Owner's behalf, be permitted to enter into such other agreements, contracts,
easements and to perform such other acts as are necessary or desirable, in
Developer's sole and absolute discretion, for the completion and operation of
the Project.
2. Responsibilities of Owner. Owner shall not interfere with Developer
in connection with the development of the Project in accordance with the terms
of this Agreement. Owner acknowledges and agrees that the development of the
Project is within the exclusive control of Developer, and Owner hereby grants
Developer sole and exclusive possession and control over the Project. Owner
hereby assumes and agrees to pay in accordance with the next sentence hereof (i)
all costs, expenses and obligations incurred by Developer through and including
the date of this Agreement in connection with the development and construction
of the Project which have not been paid as of the date of this Agreement, which
costs, expenses and obligations include, accrued developer's fees payable by
Developer to Brookdale Living Communities, Inc. ($231,195.30) as of the date
hereof), (ii) all closing costs incurred by Developer, as seller, under the
Purchase and Sale Agreement and (iii) all costs, expenses and obligations
incurred by Developer from and after the date of this Agreement in connection
with the development and construction of the Project. Developer shall be
responsible for the payment of all such costs, expenses and obligations which
become due and payable during the term of this Agreement, and Owner shall
reimburse Developer for all amounts paid by Developer immediately upon
termination of this Agreement.
3. Exclusive Representative/Attorney-in-Fact. It is understood and
agreed that Developer shall be the exclusive representative of Owner for
purposes described in this Agreement, including, without limitation, all acts,
functions and activities which would normally and customarily be performed by a
developer of real estate in connection with the construction of a major
commercial project. Any communications, any regulatory authorities, governmental
agencies, contractors, material men suppliers, employees of the Project shall be
directed through Developer. Owner hereby appoints Developer as Owner's
attorney-in fact, coupled with an interest, to execute and deliver any
agreements, documents and instruments on behalf of Owner in accordance with this
Agreement; provided, however, any such agreement, document or instrument
executed by Developer as Owner's attorney-in-fact shall contain the following
language: "Notwithstanding any other provision of this [insert name of document]
to the contrary, in no event shall any officer, director, member, partner,
manager, shareholder, incorporator or agent of Owner or of Owner's affiliates be
personally liable for any of Owner's obligations under this Agreement."
4. Insurance. Developer shall, at Owner's expense, arrange for and
maintain all necessary and proper hazard insurance covering the Project,
including the furniture, fixtures and equipment situated thereon, all necessary
and proper public liability insurance for the protection of Developer and Owner.
Developer shall, at Owner's expense, also arrange for and maintain all employee
health and worker's compensation insurance for the Project's personnel. Any
insurance provided pursuant to this paragraph shall be an expense of the Project
payable by Owner.
5. Proprietary Interest. The systems, methods, procedures and controls
employed by Developer and any written materials or brochures developed by
Developer to document the same are to remain the property of Developer and are
not, at any time during or after the term of this Agreement, to be utilized,
distributed, copied or otherwise employed or acquired by Owner, except as
authorized by Developer.
6. Term of Agreement. Unless this Agreement is sooner terminated as
hereinafter expressly provided in Section 7 or as otherwise agreed in writing by
both parties, the term of this Agreement shall commence on the date hereof and
shall end on the earlier to occur of (i) the date on which the amounts due under
that certain Note dated June 30, 1998 made by Owner to Developer in the amount
of $1,902,776.97 are payable (whether at maturity of such Note or by reason of
the acceleration of such Note or prepayment thereunder) and (ii) September 30,
1998.
7. Events of Default and Remedies.
(a) Event of Default. At the option of the non-defaulting
party, each of the following shall constitute an "Event of Default" hereunder:
(i) if Owner shall fail to pay or allow payment of any
installment of the Fees due to Developer in accordance with Section 10 hereof
for a period of five (5) days after written notice of such failure from
Developer;
(ii) if Owner fails to perform in any material respect any
term, provision, or covenant of this Agreement (other than as set forth in
Section 7(a)(i)) and (A) such failure continues for ten (10) days after written
notice from Developer specifying such failure to perform (unless such failure
cannot be cured by the payment of money and cannot reasonably be cured within
such 10-day period, in which event, Owner shall have an additional period, not
to exceed an additional thirty (30) days, in which to cure the default) or (B)
Owner fails to endeavor diligently and continuously to cure such default as
promptly as is practicable;
(iii) if Developer fails to perform in any material respect
any term, provision, or covenant of this Agreement and (A) subject to Section 8
below, such failure continues for thirty (30) days after written notice from
Owner specifying such failure to perform (unless such failure cannot reasonably
be cured within such 30-day period, in which event, the defaulting party shall
have an additional period as is necessary to cure the default) or (B) Developer
fails to endeavor diligently and continuously to cure such default as promptly
as is practicable;
(iv) if either Owner, on the one hand, or Developer, on the
other, is dissolved or liquidated, applies for or consents to the appointment of
a receiver, trustee or liquidator of all or a substantial part of its assets,
files a voluntary petition in bankruptcy or is the subject of an involuntary
bankruptcy filing, makes a general assignment for the benefit of creditors, or
files a petition or an answer seeking reorganization or arrangement with
creditors or to take advantage of any insolvency law, or if an order, judgment
or decree shall be entered by any court of competent jurisdiction, on the
application of a creditor, adjudicating Owner or Developer bankrupt or insolvent
or approving a petition seeking reorganization of Owner or Developer or
appointing a receiver, trustee or liquidator for such party of all or a
substantial part of its assets, and such order, judgment or decree shall
continue unstayed and in effect for any period of sixty (60) consecutive days.
(b) Remedies. At any time after the occurrence and during the
continuance of any Event of Default caused by Owner, Developer may, at its
option, do one or more of the following: (i) exercise its rights under that
certain Guaranty ("Guaranty") dated as of the date hereof made by AH North
Carolina CGP, Inc., an Ohio corporation and AH North Carolina Subordinated, LLC,
an Ohio limited liability company (collectively, the "Guarantors"), and that
certain Collateral Assignment of Partnership Interests dated as of the date
hereof made by the Guarantors ("Assignment"), (ii) terminate this Agreement by
giving written notice to Owner and/or (iii) exercise all rights and remedies
available under law or equity. At any time after the occurrence and during the
continuance of an Event of Default caused by Developer under Section 7(a)(iv)
above, Owner may, at its option, terminate this Agreement by giving written
notice to Developer. At any time after the occurrence and during the continuance
of an Event of Default caused by Developer (other than under Section 7(a)(iv)
above), Owner may, as its option, terminate this Agreement in accordance with
the terms hereof and Developer shall have no other liability to Owner hereunder.
8. Force Majeure. The parties will not be deemed to be in violation or
breach of this Agreement if they are prevented from performing any of their
respective obligations hereunder for any reason beyond their control, including,
without limitation, strikes, shortages, war, acts of God, or any applicable
statute, regulation or rule of federal, state or local government or agency
thereof having jurisdiction over the Project or the operations thereof.
9. Indemnity.
(a) Developer agrees to indemnify, reimburse, defend and hold
harmless Owner, its partners and their directors, officers, employees, partners,
members, managers, shareholders, and agents (individually, an "Indemnified
Party" and collectively, the "Indemnified Parties") for, from and against all
demands, claims, actions or causes of action, assessments, losses, damages,
reasonable attorneys' fees, disbursements and expenses, including costs of
Remedial Work (as defined below)(collectively "Losses"), asserted against,
resulting to, imposed on, or incurred by any of them, directly or indirectly, in
connection with any of the following:
(i) events, circumstances, or conditions which occur, are
alleged to, or do, form the basis for an Environmental Claim
(as defined below);
(ii) the presence, Use (as defined below) or Release (as
defined below) of Hazardous Substances (as defined below) at,
on, in, under, or from the Project, which presence, use or
release requires or could reasonably require Remedial Work;
(iii) any Environmental Claim against any Person (as defined
below) whose liability for such Environmental Claim Developer
has or may have assumed or retained either contractually or by
operation of law;
(iv) events, circumstances, or conditions relating to the
Project or Developer which occur, are alleged to, or do, form
the basis for any claim under any applicable laws except to
the extent caused directly by Owner or any of the Indemnified
Parties;
(v) any failure of Developer to fulfill each and every
obligation undertaken pursuant to this Agreement; or
(vi) anything occurring at or around, or in connection with,
the Project during the term of the Agreement except to the
extent caused directly by Owner or any of the Indemnified
Parties.
(b) Nothing in this Agreement shall be deemed to deprive an Indemnified
Party of any rights or remedies provided to such Indemnified Party
elsewhere in this Agreement or otherwise available to such Indemnified
Party under law. Developer waives and releases each Indemnified Party
from any rights or defenses Developer may have under common law or
Environmental Laws for liability arising from or resulting from the
presence, Use or Release of Hazardous Substances except to the extent
directly caused by the gross negligence, fraud or willful misconduct of
such Indemnified Party.
(c) Definitions. As used herein, the following terms shall have the
following meanings:
"Environmental Claim" means any written request for
information by a governmental authority, or any written notice,
notification, claim, administrative, regulatory or judicial action,
suit, judgment, demand or other written communication by any Person or
governmental authority requiring, alleging or asserting liability with
respect to Developer, Owner or the Project, whether for damages,
contribution, indemnification, cost recovery, compensation, injunctive
relief, investigatory, response, remedial or cleanup costs, damages to
natural resources, personal injuries, fines or penalties arising out
of, based on or resulting from (i) the presence, Use, Release or
threatened Release into the environment of any Hazardous Substance in
violation of any Environmental Law originating at or from, or otherwise
affecting, the Project, (ii) any fact, circumstance, condition or
occurrence forming the basis of any violation, or alleged violation, of
any Environmental Law by Developer or otherwise affecting the Project
or (iii) any alleged injury or threat of injury to health, safety or
the environment by Developer or otherwise affecting the Project arising
from actions which are in violation of Environmental Laws.
"Environmental Laws" means any and all applicable
federal, state, local and foreign laws, rules, regulations or municipal
ordinances each as amended from time to time, and any Permits,
approvals, licenses, registrations, filings and authorizations, in each
case as in effect as of the relevant date, relating to the environment,
health or safety, and pertaining to or imposing liability or standards
of conduct concerning environmental regulation, contamination or
clean-up, including the Comprehensive Environmental Response,
Compensation and Liability Act, the Resource Conservation and Recovery
Act, the Emergency Planning and Community Right-to-Know Act of 1986,
the Hazardous Substances Transportation Act, the Solid Waste Disposal
Act, the Clean Water Act, the Clean Air Act, the Toxic Substance
Control Act, the Safe Drinking Water Act, the Occupational Safety and
Health Act, any state super-lien and environmental clean-up statutes
and all amendments to and regulations in respect of the foregoing laws.
"Hazardous Substance" means, collectively, (i) any
petroleum or petroleum products or waste oils, explosives, radioactive
materials, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls ("PCBs"), lead in drinking water, and lead based paint, the
presence, generation, use, transportation, storage or disposal of or
exposure to which (x) is regulated or could lead to liability under any
Environmental Law or (y) is subject to notice or reporting requirements
under any Environmental Law, (ii) any chemicals or other materials or
substances which are now or hereafter become defined as or included in
the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted
hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants," "pollutants" or words of similar import under any
Environmental Law and (iii) any other chemical or any other material or
substance, exposure to which is now or hereafter prohibited, limited or
regulated under any Environmental Law.
"Person" means any individual, corporation, limited
liability company, partnership, joint venture, estate, trust,
unincorporated association, or any other entity, any federal, state,
county or municipal government or any bureau, department or agency
thereof and any fiduciary acting in such capacity on behalf of any of
the foregoing.
"Release" means, with respect to any Hazardous
Substances, any release, threatened release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching
or migration into the indoor or outdoor environment, including, without
limitation, the movement of Hazardous Substances through ambient air,
soil, surface water, ground water, wetlands, land or subsurface strata.
"Remedial Work" means any investigation, site
monitoring, containment, cleanup, removal, restoration or other work of
any kind reasonably necessary or required under an applicable
Environmental Law.
"Use" means, with respect to any Hazardous Substance,
the generation, manufacture, processing, distribution, handling, use,
treatment, recycling or storage of such Hazardous Substance in
violation of Environmental Laws or transportation to or from the
Project of such Person of such Hazardous Substance in violation of
Environmental Laws.
The terms and provisions of this paragraph 9 shall survive the
termination of this Agreement. All payments due to Owner under this Agreement,
including without limitation this paragraph 9 shall be payable by Developer
within ten (10) days after written demand therefor, and shall bear interest at a
rate equal to the prime rate plus five percent (5%) from the date such payment
is due until the date of payment.
10. Fees. During the term of this Agreement, Developer shall be
entitled to receive development fees (the "Fees") in an amount and payable by
Owner as follows:
(a) all corporate overhead and administrative costs and
capitalized interest costs incurred by Developer after the date hereof
in performing the services under this Agreement; and
(b) an additional amount equal to the amount specified in
Section 10(a) above.
The Fees described in this Section 10 above shall accrue and shall be due and
payable by Owner to Developer in cash on the date on which this Agreement is
terminated.
11. Assignment. This Agreement shall not be assigned (including by
operation of law, whether by merger or consolidation (excluding a merger
effected solely for the purpose of changing Owner's jurisdiction of
incorporation that does not affect the ownership interests of Owner in any
material respect) or otherwise) by Owner, on the one hand, or by Developer, on
the other, without the prior written consent of the other party; provided,
however, that to the extent permitted by applicable law and regulations, and
subject to the receipt of all required licenses, permits, approvals and
authorizations of applicable governmental agencies, this Agreement may be
assigned by Developer to one or more corporations or other legal entities all
the shares (and, in the case of legal entities other than corporations, all the
equity ownership and voting control) of which are owned, directly or indirectly,
by Developer or by Brookdale Living Communities, Inc.
12. Notices. Any notices required or permitted to be sent hereunder
shall be delivered personally or by facsimile (with answer back acknowledged) or
mailed, certified mail, return receipt requested, or delivered by overnight
courier service to the following addresses, or such other addresses as shall be
given by notice delivered hereunder, and shall be deemed to have been given upon
delivery, if delivered personally, upon receipt with answer back acknowledged,
if delivered by facsimile, three (3) business days after mailing, if mailed, or
one business day after delivery to the courier, if delivery by overnight courier
service:
[Remainder of Page Intentionally Left Blank]
If to the Owner: AH North Carolina Subordinated, LLC
000 Xxxx xx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
With a copy to: Squire, Xxxxxxx & Xxxxxx
0000 Xxxxxxxxxx Xxxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx Xxxx, Esq.
Fax: (000) 000-0000
If to the Seller: Brookdale Living Communities of North
Carolina, Inc.
c/o Brookdale Living Communities, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.
Fax: (000) 000-0000
with a copy to: Brookdale Living Communities, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
and to: Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
13. Relationship of the Parties. The relationship of Developer to Owner
in connection with this Agreement shall be that of an independent contractor,
and all acts performed by Developer during the term hereof shall be deemed to be
performed in Developer's capacity as an independent contractor. Nothing
contained in this Agreement is intended to or shall be construed to give rise to
or create a partnership or joint venture or lease between Owner, its successors
and assigns, on the one hand, and Developer, its successors and assigns, on the
other hand.
14. Entire Agreement. This Agreement and any documents executed in
connection herewith contain the entire agreement among the parties with respect
to the subject matter hereof and, subject to the restrictions contained in
Section 11 above, shall be binding upon their respective successors and assigns,
and shall be construed in accordance with the laws of the state where the
Project is located. This Agreement may not be modified or amended except by
written instrument signed by the parties hereto.
15. Contract Modifications for Certain Legal Events. In the event any
state or federal laws or regulations, whether now existing or enacted or
promulgated after the effective date of this Agreement, are interpreted by
judicial decision, a regulatory agency or legal counsel of both parties in such
a manner as to indicate that the structure of this Agreement may be in violation
of such laws or regulations, Owner and Developer agree to cooperate in
restructuring their relationship and this Agreement to eliminate such violation
or to reduce the risk thereof to the extent such restructuring can be
accomplished upon commercially reasonable terms; provided, that any such
restructuring shall, to the maximum extent possible, preserve the underlying
economic and financial arrangements between Owner and Developer. The parties
agree that such amendment may require either or both parties to obtain
appropriate regulatory licenses and approvals.
16. Captions. The captions used herein are for convenience of reference
only and shall not be construed in any manner to limit or modify any of the
terms hereof.
17. Severability. In the event one or more of the provisions contained
in this Agreement is deemed to be invalid, illegal or unenforceable in any
respect under applicable law, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be impaired thereby.
18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and each such counterpart
shall together constitute but one and the same Agreement.
19. Limitation of Personal Liability. Notwithstanding any other provision
of this Agreement to the contrary, in no event shall any officer, director,
member, partner, manager, shareholder, incorporator or agent of Owner or of
Owner's affiliates be personally liable to Developer for any of Owner's
obligations under this Agreement, except as expressly provided in the Guaranty
and the Assignment.
20. Telecopy. This Agreement and the signatures thereto may be transmitted
via telecopy.
21. Recording. Developer may record this Agreement without Owner's consent
at any time.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Development
Agreement to be executed and delivered in their names and on their behalf as of
the date first set forth above.
OWNER:
AH North Carolina OWNER LIMITED PARTNERSHIP,
an Ohio limited partnership
By: AH North Carolina CGP, Inc., its general partner
By:________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
DEVELOPER:
Brookdale Living Communities of North Carolina,
Inc., a Delaware corporation
By:________________________________
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President
JOINDER BY BROOKDALE LIVING COMMUNITIES, INC.
This Joinder (this "Joinder") by Brookdale Living Communities, Inc., a
Delaware corporation ("Guarantor"), effective as of June 30, 1998, is attached
to and a part of that certain Development Agreement (the "Agreement") dated as
of June 30, 1998, by and between AH North Carolina Owner Limited Partnership
("Owner") and Brookdale Living Communities of North Carolina, Inc.
("Developer"). Guarantor is the sole stockholder of all of the outstanding stock
of Developer and, as such, will benefit from the Agreement. All terms not
otherwise defined in this Joinder shall have the same meaning ascribed to them
in the Agreement. Guarantor hereby irrevocably, absolutely and unconditionally
guarantees to Owner, its partners, officers, managers, employees, agents
(including without limitation Xxxxx X. Xxxxxxx) the prompt and complete
observance, fulfillment and performance of all of the obligations of Developer
under or pursuant to the Agreement.
GUARANTOR:
BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation
By:
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
EXHIBIT A
Legal Description
[See Attached]
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this _____ day of
June 1998, by Xxxxxx X. Xxxxxxxx, Xx. the Vice President of Brookdale Living
Communities of North Carolina, Inc., a Delaware corporation, on behalf of said
corporation.
NOTARY MUST AFFIX SEAL
------------------------------
NOTARY PUBLIC
Xxxx County, Illinois
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this _____
day of June 1998, by Xxxxxx X. Xxxxxxxx, Xx., the Executive Vice President of
Brookdale Living Communities, Inc., a Delaware corporation, on behalf of said
corporation.
NOTARY MUST AFFIX SEAL
------------------------------
NOTARY PUBLIC
Xxxx County, Illinois
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this _____
day of June 1998, by Xxxxx X. Xxxxxxx, the President of AH North Carolina CGP,
Inc., as general partner of AH North Carolina Owner Limited Partnership, an Ohio
limited partnership.
NOTARY MUST AFFIX SEAL
------------------------------
NOTARY PUBLIC
