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EXHIBIT 10.14
STANDBY NOTE
$8,176,875.00 October 31, 1995
FOR VALUE RECEIVED, the undersigned, AMERICAN RETIREMENT
COMMUNITIES, L.P., a Tennessee limited partnership (the "Borrower"), hereby
promises to pay to the order of First Union National Bank of North Carolina
("FUNB-NC") and First Union National Bank of Tennessee ("FUNB-TN"), as their
respective interests may appear (collectively, the "Bank") the principal amount
of Eight Million One Hundred Seventy-Six Thousand Eight Hundred Seventy-Five
and No/100 Dollars ($8,176,875.00), or so much thereof as may be advanced from
time to time as contemplated in that certain Reimbursement Agreement dated as
of October 31, 1995 (the "Agreement") among the Borrower and the Bank, with
interest thereon at a rate of one-quarter of one percent (0.25%) in excess of
the Prime Rate as announced from time to time by FUNB-TN, with respect to
drawings identified in clause (b) below, and two percent (2%) in excess of such
Prime Rate, with respect to drawings identified in clause (a) below, or such
greater rate as may be provided in the Agreement. As used in this Standby Note,
the term "Prime Rate" means the fluctuating and floating rate of interest as
established and declared as the Prime Rate by FUNB-TN at any time and from time
to time. The interest rate hereon shall be adjusted on the day of each change
in such Prime Rate, automatically and without the necessity of notice to or
demand on the undersigned.
Principal of and interest on this Standby Note shall be
payable in lawful currency of the United States of America at the main office
of FUNB-TN in Nashville, Tennessee, as follows:
(a) In the event of any drawings under the Letter of Credit
(as defined in the Agreement) other than a drawing specified in clause (b)
below, principal of and interest on this Standby Note shall be payable in
accordance with the provisions of Section 3.1 of the Agreement.
(b) In the event of any Tender Drawing (as defined in the
Agreement), principal of this Standby Note shall be payable on the earlier of
(i) the date of any subsequent resale of the Bonds (as defined in the
Agreement) that were purchased or paid with proceeds of such Tender Drawing,
but only to the extent of the principal amount of such Bonds that have been so
resold, (ii) the date on which any Bonds shall be prepaid or redeemed as
provided in the Agreement and in the Indenture (as defined in the Agreement),
but only to the extent of the principal amount of Bonds that have been prepaid
or redeemed, or (iii) the Scheduled Termination Date (as defined in the
Agreement); and interest hereon shall be payable monthly in arrears on the
first Business Day (as defined in the Agreement) in each calendar month,
commencing with the first calendar month following the date of such Tender
Drawing to and including the Scheduled Termination Date, provided, however,
that with respect to any Bonds that have been resold or prepaid as contemplated
in clauses (i) and (ii) above, interest on the principal amount of such Bonds
shall be due and payable on the date(s) of any such resale or prepayment.
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Principal and interest that may be paid from time to time by
the Borrower with respect to this Standby Note shall be credited against the
Borrower's corresponding reimbursement obligations under Section 3.1 of the
Agreement.
In the event any amount which may be due under this Standby
Note shall not be paid within fifteen (15) days of the date when due, the
Borrower shall, to the extent permitted by applicable law, also pay to the Bank
a late charge equal to four percent (4%) of the amount of such overdue payment.
In the event this Standby Note is placed in the hands of an
attorney for collection or enforcement or if the Bank incurs any costs incident
to the collection of the indebtedness evidenced hereby, the Borrower agrees to
pay a reasonable attorney's fee, all other court and other costs, and the
reasonable costs of any other collection efforts.
Presentment for payment, demand, protest and notice of
demand, protest and nonpayment are hereby waived by Xxxxxxxx. No failure to
accelerate the indebtedness evidenced hereby by reason of default hereunder,
acceptance of a past-due installment or other indulgences granted from time to
time, shall be construed as a novation of this Standby Note or as a waiver of
such right of acceleration or of the right of the Bank thereafter to insist
upon strict compliance with the terms hereof or to prevent the exercise of such
right of acceleration or any other right granted hereunder or by applicable
laws. Unless otherwise specifically agreed by Bank in writing, the liability of
Borrower and all other persons now or hereafter liable for payment of the
indebtedness evidenced hereby, or any portion thereof, shall not be affected by
(1) any renewal hereof or other extension of the time for payment of the
indebtedness evidenced hereby or any amount due in respect thereof, (2) the
release of all or any part or any collateral now or hereafter securing the
payment of the indebtedness evidenced hereby or any portion thereof, or (3) the
release of or resort to any person now or hereafter liable for payment of the
indebtedness evidenced hereby or any portion thereof. This Standby Note may not
be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification or discharge is
sought.
This Standby Note has been negotiated, executed and delivered
in the State of Tennessee, and is intended as a contract under and shall be
construed and interpreted in accordance with the laws of said state.
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IN WITNESS WHEREOF, the undersigned Xxxxxxxx has caused this
Standby Note to be executed in its name by its duly authorized officer as of
the date first above written.
AMERICAN RETIREMENT COMMUNITIES, L.P.
a Tennessee limited partnership
By: American Retirement Communities, LLC,
its sole general partner
By: /s/
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