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EXHIBIT 10.3
FIRST AMENDMENT TO LOAN AGREEMENT
AND REAFFIRMATION AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT AND REAFFIRMATION
AGREEMENT ("Amendment"), made as of August 28, 1998 is by and among NOMURA ASSET
CAPITAL COMPANY, a Delaware corporation, having an address at 2 World Xxxxxxxxx
Xxxxxx, Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxxxxxxxx
Xxxxxxx, Telefax Number (000) 000-0000 (together with its successors and
assigns, "Lender"), ALS-VENTURE I, INC., a Delaware corporation having an
address at c/o Alternative Living Services, Inc., 000 Xxxxx Xxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000, Attention: Chief Financial Officer,
Xxxxxx X. Xxxxxx, Telefax Number (000) 000-0000 ("Borrower"), ALTERNATIVE LIVING
SERVICES, INC., a Delaware corporation, 000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxx 00000, Attention: Chief Financial Officer, Xxxxxx X.
Xxxxxx, Telefax Number (000) 000-0000 ("Guarantor" and "Parent Pledgor", as
applicable) and ALS-CLARE BRIDGE, INC., a Delaware corporation, 000 Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000 ("Subsidiary Pledgor";
the "Parent Pledgor" and the "Subsidiary Pledgor" are referred to herein
collectively as the "Pledgors").
RECITALS
A. Lender and Borrower are parties to that certain Loan
Agreement made as of March 31, 1998 (the "Original Loan Agreement") which
Original Loan Agreement provides for a loan (the "Loan") from Nomura in the
principal amount $31,000,000 which amount may be increased by the Earn-Out
Advance, provided the terms of the Loan Agreement are complied with. The Loan is
evidenced by a promissory note dated as of March 31, 1998 and executed and
delivered by Borrower to Lender. The Loan is secured by, inter alia, real
property, improvements thereon and other collateral (collectively, "Property").
Unless otherwise defined herein, capitalized terms used in this Amendment shall
have the meaning set forth in the Original Loan Agreement;
B. Lender and Borrower desire to amend the Loan
Agreement to reflect an additional advance of by Lender to Borrower in the
amount of Nineteen Million One Hundred Forty Thousand Dollars ($19,140,000.00)
(the "Additional Advance") such that the loan amount is Fifty Million One
Hundred Forty Thousand Dollars ($50,140,000.00) and the addition of certain
properties as security for the Loan.
C. In connection with the foregoing recitals, and as a
condition to Lender making the Additional Advance, the parties desire to amend
the Original Loan Agreement in the manner set forth herein.
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NOW, THEREFORE, in consideration of the foregoing recitals,
which are by this reference incorporated herein, and for other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. Exhibits. The Exhibits to the Original Loan Agreement are
hereby amended as follows:
1.1 Exhibit B. Exhibit B of the Original Loan Agreement
is hereby deleted in its entirety and the Exhibit B attached hereto is
substituted in its place.
1.2 Exhibit G. The fifth paragraph of Exhibit G is hereby
deleted in its entirety and the following substituted in its place:
The above underwriting assumes that there is no
material adverse change anticipated in the operations of any
Facility or in the Adjusted Net Operating Income of any
Facility from the Closing Date or, as to the Additional
Facilities only, the Additional Facilities Closing Date to and
including the Stabilization Date.
2. Recitals. The Recitals of the Original Loan Agreement are
hereby amended as follows:
2.1 Recital A. Recital A is hereby deleted in its
entirety and the following substituted in its place:
WHEREAS, Borrower desires to obtain a loan
(the "Loan") from Lender in the maximum principal amount of
$50,140,000 (such amount together with the Earn-Out Advance,
if any, the "Loan Amount");
3. Definitions. Section 1.1 of the Original Loan Agreement is
hereby amended as follows:
3.1 Adjusted Net Operating Income. The definition of
"Adjusted Net Operating Income" is hereby deleted in its entirety and replaced
with the following:
"Adjusted Net Operating Income" means
(calculated for the Facilities or any Facility), for
any period, the Net Operating Income for such period
reduced by (i) the Capital Reserve Amount, pro rated
for the applicable period, (ii) to the extent not
reflected in the Net Operating Income, annual base
management fees, pro rated for the applicable period,
equal to the greater of (y) actual base management
fees paid pursuant to the applicable Management
Agreement and (z) five percent (5%) of Gross Revenues
(provided, however, in no event shall the annual base
management fees included in this clause (ii)
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include any management expenses, such as, but not
limited to, accounting expenses, marketing costs,
regional and corporate personnel expenses and general
corporate overhead, to the extent such expenses are
actually reflected in the Net Operating Income), and
(iii) an amount necessary to reflect a minimum annual
vacancy factor of five percent (5%), pro rated for
the applicable period. Notwithstanding the foregoing
, to the extent Adjusted Net Operating Income must be
calculated for a period which is less than twelve
(12) months, Adjusted Net Operating Income shall be
calculated for such period on an annualized basis.
3.2 Base Adjusted NOI. The definition of "Base Adjusted
NOI" is hereby deleted in its entirety.
3.3 Closing Date. The definition of the term "Closing
Date" is hereby deleted in its entirety and the following substituted in its
place:
"Closing Date" means March 31, 1998; provided,
however, that as used in the definitions of the terms
"Assignment of Agreements Borrower", "Assignment of Agreements
- Joint Venture"; "Assignment of Leases - Borrower",
"Assignment of Leases - Joint Venture", "Manager's
Subordination", "Mortgage - Borrower", "Mortgage - Joint
Venture", "Permitted Encumbrances" and "Secretary's
Certificate" to the extent such terms relate to those
Facilities which are Additional Facilities, the terms "Closing
Date" shall mean August 28, 1998.
3.4 Additional Facilities. The following language is
added to Section 1.1:
"Additional Facilities" means those Facilities as
shown on Exhibit B.
"Additional Facilities Closing Date" means August 28,
1998.
3.5 Facility. The definition of the term Facility is
hereby deleted in its entirety and the following substituted in its place:
"Facility" means the Land, Improvements and Equipment
and all other Collateral subject to a Related Mortgage and the term
"Facilities" means every Facility collectively.
3.6 Initial Interest Rate. The definition of the term
"Initial Interest Rate" is hereby deleted in its entirety and the
following substituted in its place:
"Initial Interest Rate" means 7.63% per annum.
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3.7 Maximum Facility Amount. The defined term of "Maximum
Facility Amount" is hereby deleted in its entirety and the following substituted
in its place:
Maximum Facility Amount means Fifty Eight Million One
Hundred Forty Thousand Dollars ($58,140,000.00).
3.8 Single-Purpose Entity. The definition of the term
"Single-Purpose Entity" is amended to delete clause (xx)(a)(1) in its entirety
and substitute the following in its place:
(1) do not exceed, at any time, a maximum amount of One
Hundred Fifty Thousand Dollars ($150,000) for each Facility
(provided, however, the aggregate amount for all Facilities at
any one time shall not exceed Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000) and
4. Article II. Article II of the Original Loan Agreement is
amended as follows:
4.1 Monthly Funding of Sub-Accounts. The following
sentence is added as the final sentence to Section 2.11(g):
Notwithstanding anything contained herein to the contrary, on
the Additional Facilities Closing Date, Borrower shall deposit
(i) the amount designated as the "Additional Facilities
Initial Basic Carrying Costs Amount" on Exhibit B into the
Basic Carrying Costs Sub-Account and (ii) the amount
designated as the"Additional Facilities Initial Capital
Reserve Amount" on Exhibit B into the Capital Reserve
Sub-Account.
4.2 Supplemental Mortgage Affidavits. The penultimate
sentence of Section 2.14 is hereby deleted and the following substituted in its
place:
As of the Closing Date and, with respect to the Additional
Facilities only, the Additional Facilities Closing Date,
Borrower shall have paid all state, county and municipal
recording and all other taxes imposed upon the execution and
recordation of the Mortgages.
4.3 Substitute Property Requirements. Clause (1) of
Section 2.15(b) of the Original Loan Agreement is hereby deleted in its entirety
and the following substituted in its place:
(1) be a property operated and licensed as an
assisted living facility as to which Borrower will hold
indefeasible fee simple title free and clear of any lien or
other encumbrance except for Permitted Encumbrances;
5. Article III. Article III of the Original Loan Agreement is
hereby amended as follows:
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5.1 Conditions Precedent to the Making of the Loan. The
first sentence of Section 3.1(a) is hereby deleted and the following substituted
in its place:
As a condition precedent to the making of the Loan, Borrower
shall have satisfied the following conditions (unless waived
by Lender in accordance with Section 8.4) with respect to each
Facility on or before the Closing Date or, as to the
Additional Facilities only, as of the Additional Facilities
Closing Date (to the extent the term "Closing Date" is used in
this Section 3.1 in the context of the Additional Facilities
only, "Closing Date" shall mean the Additional Facilities
Closing Date):
6. Representations and Warranties. Article IV of the Original
Loan Agreement is hereby amended as follows:
6.1 Other Debt and Obligations. The first sentence of
Section 4.1(j) of the Original Loan Agreement is hereby deleted and the
following substituted in its place:
Borrower has no financial obligation under any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which Borrower is a party, or by which Borrower
or any Facility is bound, other than unsecured trade payables
incurred in the ordinary course of business relating to the
ownership and operation of such Facility and financing
Equipment or vehicles used in the ordinary course of owning
and operating the Facility (including capitalized leases of
Equipment and vehicles) which trade payables and Equipment and
vehicles financing do not exceed a maximum amount of One
Hundred Fifty Thousand Dollars ($150,000) for each Facility
(provided, however, the aggregate amount for all Facilities at
any one time shall not exceed Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000) and, with respect to the trade
payables, are paid within thirty (30) days of the date
incurred, and other than obligations under the Mortgage and
the other Loan Documents.
6.2 Survival of Representations and Warranties. The first
sentence of Section 4.2 is hereby deleted in its entirety and the following
substituted in its place:
Borrower agrees that (i) all of the representations and
warranties made by Borrower set forth in this Agreement and in
the other Loan Documents delivered on the Closing Date are
made as of the Closing Date (except as expressly otherwise
provided); provided, however, that the representations and
warranties made by Borrower set forth in this Agreement and in
the other Loan Documents with respect to the Additional
Facilities are made as of the Additional Facilities Closing
Date and (ii) all representations and warranties made by
Borrower shall survive the delivery of the Note and
continue for so long as any amount remains owing to Lender
under this Agreement, the Note or any of the other Loan
Documents; provided, however, that the representations,
warranties and covenants set forth in Section 4.1(v) and
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Sections 5.1(d) through 5.1(i), inclusive, shall survive in
perpetuity and shall not be subject to the exculpation
provisions of Section 8.14.
7. Covenants. Article VII of the Original Loan Agreement is
hereby amended as follows:
7.1 Security Deposits. Section 5.1(z) of the Original
Loan Agreement is hereby amended to add the following at the end of such
section:
Notwithstanding the foregoing, any security deposits collected
by Borrower shall be held and administered in accordance with
applicable laws governing the use and operation of living
facilities.
8. Negative Covenants. Article VI of the Original Loan Agreement
is hereby amended as follows:
8.1 Other Borrowings. The first sentence of Section
6.1(c) of the Original Loan Agreement is hereby deleted in its entirety and the
following substituted in its place:
Incur, except for unsecured trade payables incurred in the
ordinary course of business relating to the ownership and
operation of the Facilities and financing of Equipment or
vehicles used in the ordinary course of owning and operating
the Facilities (including capitalized leases of such Equipment
or vehicles) which trade payables and Equipment or vehicles
financings do not exceed, at any time a maximum amount of One
Hundred Fifty Thousand Dollars ($150,000) for each Facility
(provided, however, the aggregate amount for all Facilities at
any one time shall not exceed Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000) for all the Facilities and, with
respect to the trade payables, are paid within thirty (30)
days of the date incurred, create, assume, become or be liable
in any manner with respect to Other Borrowings.
8.2 Change in Business. Section 6.1(d) of the Original
Loan Agreement is hereby deleted in its entirety and the following substituted
in its place:
Change In Business. Cease to be a Single-Purpose
Entity or make any material change in the scope or nature of
its business objectives, purposes or operations, or undertake
or participate in activities other than the continuance of its
present business and activities closely related to and
compatible with assisted living or, in the case of the
Facilities located in New York, congregate care; provided,
however, Borrower may offer additional services not offered on
the Closing Date and, as to the Additional Facilities only,
the Additional Facilities Closing Date to the extent permitted
with respect to assisted living facilities, or with respect to
the Facilities located in New York, congregate care facilities
under applicable Legal Requirements.
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9. Miscellaneous. Article VIII of the Original Loan Agreement is
hereby amended as follows:
9.1 Notices. The second sentence of Section 8.6 is hereby
deleted in its entirety and the following substituted in its place:
A copy of all notices, consents, approvals and requests
directed to Lender shall be delivered concurrently to each of
the following: Dechert Price & Xxxxxx, 00 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxx X. Xxxxxxx, Xx.,
Esquire, Telefax Number 860/524-3930; Two World Xxxxxxxxx
Xxxxxx, Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention:
Xxxxxxxxxxx Xxxxxxx, Telefax Number (000) 000-0000; The
Capital Company of America Client Services LLC, 000 Xxxx Xxx
Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
Attention: Legal Counsel, Telefax Number 972/401-8556; and Two
World Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxx, XX 00000-0000,
Attention: Xxxxx Xxxx, General Counsel, Telefax Number (212)
667-1206; copies of notices to Borrower shall be delivered
concurrently to each of the following: Xxxxx Xxxxxxx,
Alternative Living Services, Inc., 0000 Xxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxxxx 00000, Telefax Number (000) 000-0000,
Xxxx X. Xxxx, Xxxxxx & Xxxxxx, 2700 International Tower,
Peachtree Center, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000, Telefax Number (000) 000-0000, and Xxxx X. Xxxxxxxxx,
Alternative Living Services, Inc., 000 Xxxxx Xxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000, Telefax Number (414)
789-6182.
10. Ratification and Reaffirmation. Each of Borrower, Guarantor
and Pledgors hereby ratify and confirm, and reaffirm in all respects and without
condition, all of the terms, covenants and conditions set forth in the Loan
Documents to which each is bound and hereby respectively agree as follows:
10.1 Borrower remains unconditionally liable to Lender in
accordance with the terms, covenants and conditions of the Loan Documents, all
Collateral, Liens, and other security interests and pledges created pursuant
thereto or referred to therein shall continue unimpaired and in full force and
effect and shall continue to secure all of the existing and future Indebtedness
due under the Original Loan Agreement.
10.2 Guarantor remains unconditionally liable to Lender in
accordance with the terms, covenants and conditions of the Guaranty and
Suretyship Agreement, the Environmental Indemnity Agreement, Equity Pledge
Agreement and any other Loan Document by which Guarantor is bound.
10.3 Subsidiary Pledgor remains unconditionally liable to
Lender in accordance with the terms, covenants and conditions of the Equity
Pledge Agreement and any other Loan Document by which Subsidiary Pledgor is
bound.
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10.4 Borrower, Guarantor and Subsidiary Pledgor agree that
the Loan Documents, as so modified, remain in full force and effect as of the
date hereof, and nothing herein contained shall be construed to impair the
security or affect the first priority of the lien of any mortgage, nor impair
any rights or powers which Lender or its successors may have for nonperformance
of any term of any of the Loan Documents. All Collateral, Liens and other
security interests and pledges created pursuant to, or referred to in, the Loan
Documents shall continue unimpaired and in full force and effect and shall
continue to secure all of the existing and future Indebtedness due under the
Original Loan Agreement.
11. Representations and Warranties. Borrower, Guarantor and
Pledgors acknowledge and agree that any and all representations and warranties
(including, without limitation, the Single-Purpose Entity representations and
warranties) contained in the Original Loan Agreement and all the other Loan
Documents shall be deemed to be remade as of the date hereof. Further, Borrower,
Guarantor and Pledgors represent and warrant that there are no existing or
pending Defaults or Events of Default under the Loan Agreement or any other Loan
Document.
12. Severability. In case any provision of this Amendment shall be
invalid, illegal, or unenforceable, such provision shall be deemed to have been
modified to the extent necessary to make it valid, legal, and enforceable. The
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
13. No Modification Except in Writing. None of the terms of this
Amendment may be modified, waived, altered, amended, supplemented, extended,
consolidated, replaced, exchanged or otherwise changed except by an instrument
in writing duly executed by all of the parties hereto.
14. Further Assurances. Borrower, Guarantor and Subsidiary Pledgor
shall execute and deliver such further instruments and perform such further acts
as may be requested by Lender from time to time to confirm the provisions of
this Amendment and the Loan Documents, to carry out more effectively the
purposes of this Amendment and the Loan Documents, or to confirm the priority of
any Lien created by any of the Loan Documents.
15. Miscellaneous.
15.1 This Amendment constitutes the entire agreement among
the parties concerning its subject matter.
15.2 This Amendment shall inure to the benefit of and be
binding upon the parties and their respective heirs, successors and assigns.
15.3 This Amendment may be executed in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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15.4 This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to New
York's principles of conflict of law).
14.5 Any reference to the Loan Agreement in any of the
Loan Documents shall hereafter mean the Original Loan Agreement as amended by
this Amendment as the same may be subsequently amended, modified, altered,
supplemented, extended, consolidated, replaced, exchanged or otherwise changed.
[Signatures Appear On Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this SECOND
AMENDMENT TO LOAN AGREEMENT AND REAFFIRMATION AGREEMENT to be duly executed by
their duly authorized representatives, all as of the day and year first above
written.
LENDER:
NOMURA ASSET CAPITAL CORPORATION, a
Delaware corporation
By:
---------------------------------
Name:
Title:
BORROWER:
ALS-VENTURE I, INC., a Delaware
corporation
By:
---------------------------------
Xxxxx Xxxxxxx
Vice President
GUARANTOR / PARENT PLEDGOR:
ALTERNATIVE LIVING SERVICES, INC.,
a Delaware corporation
By:
---------------------------------
Xxxxx Xxxxxxx
Vice President
SUBSIDIARY PLEDGOR:
ALS-CLARE BRIDGE, INC., a Delaware
corporation
By:
---------------------------------
Xxxxx Xxxxxxx
Vice President
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EXHIBIT B
Additional Definitions
Initial Basic Carrying Costs Amount $48,670.42 *
Initial Capital Reserve Amount $14,843.75 **
Additional Facilities Initial Basic Carrying Costs Amount $35,451.71 *
Additional Facilities Initial Capital Reserve Amount $7,333.33 **
ALLOCATED LOAN AMOUNTS
----------------------
1. Clare Bridge
Tallahassee, Florida $2,894,000.00
2. Clare Bridge
Tempe, Arizona $4,214,000.00
3. Clare Bridge
Winston-Salem, North Carolina $3,014,000.00
4. Crossings
Colorado Springs, Colorado $4,615,000.00
5. Crossings
Pueblo, Colorado $3,839,000.00
6. Crossings
Twin Falls, Idaho $4,408,000.00
7. WovenHearts
Blaine, Minnesota $1,032,000.00
8. WovenHearts
Inver Grove Heights, Minnesota $1,039,000.00
9. Clinton Village
Xxxxxxx Xxxxx, New York $1,760,000.00
10. Summer Field Village
Syracuse, New York $4,185,000.00
B-1
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11. Sterling House of Alliance
Alliance, Ohio $1,900,000.00
12. Sterling House of Columbus
Columbus, Indiana $2,090,000.00
13. Sterling House of Evansville
Evansville, Indiana $2,030,000.00
14. Sterling House of Marion
Marion, Indiana $2,050,000.00
15. Sterling House of Sun City
Sun City, Florida $2,340,000.00
16. Sterling House of Beavercreek
Beaver Creek, Ohio $2,100,000.00
17. WovenHearts of La Crosse (I) and (II)
La Crosse, Wisconsin $3,310,000.00
18. Clare Bridge of Oro Valley
Oro Valley, Arizona $3,320,000.00
LEASED FACILITIES OPERATOR ADDRESS
----------------- -------- -------
Clare Bridge Clare Bridge of 0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx, XX Tempe, L.P. Xxxxx, XX 00000
Crossings Crossings of Colorado 0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX Springs L.P. Xxxxxxxx Xxxxxxx, XX 00000
Crossings Crossings of 0000 Xxxxxxxx Xxxx
Xxxxxx, XX Pueblo, L.P. Xxxxxx, XX 00000
Crossings Crossings of Twin Falls 0000 Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxx, XX L.P. Xxxx Xxxxx, XX 00000
WovenHearts WovenHearts of Blaine 0000 Xxxx Xxxxxxx
Xxxxxx, XX X.X. Xxxxxx, XX 00000
B-2
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WovenHearts WovenHearts of Inver 0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxxx, XX Grove Heights L.P. Xxxxx Xxxxx Xxxxxxx, XX 00000
Sterling House of Xxxxxxxx Xxxxxx/Alliance 0000 X. Xxxxxxx Xxxxxx
Alliance LLC Alliance Corp.
Sterling House of Wiltshire Development, 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxx L.L.C. Columbus, Indiana
Sterling House of Rosebery Development, 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx L.L.C. Evansville, Indiana
Sterling House of Xxxxxx Xxxxxxxx of Marion/ 0000 X. Xxx Xxxx
Alliance LLC Marion, Indiana
Sterling House of Sterling of Sun City 000 Xxxxxxx Xxxxx
Xxx Xxxx LLC Sun City, Florida
Sterling House of Sterling of Beavercreek 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx LLC Beaver Creek, Ohio
WovenHearts of Sterling Cottage of 3161 E. Avenue South
LaCrosse (I) LaCrosse L.P. La Crosse, Wisconsin
WovenHearts of WovenHearts of 0000 X. Xxxxxx Xxxxx
XxXxxxxx (II) LaCrosse L.P. La Crosse, Wisconsin
Clare Bridge of Clare Bridge of Oro 10175 N. Oracle Road
Oro Valley (I) Valley L.P. Oro Valley, Arizona
NONLEASED FACILITIES ADDRESS
-------------------- -------
Clinton Village 000 Xxxxxxxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxxx, XX Xxxxxxxx, XX 00000
Summer Field Village 00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX Xxxxxxx, XX 00000
Clare Bridge 0000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX Xxxxxxxxxxx, XX 00000
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JOINT VENTURE FACILITIES JOINT VENTURE ADDRESS
------------------------ ------------- -------
Clare Bridge Clare Bridge of Winston- 000 Xxxxx Xxxxx Xxxxx Xxxx
Xxxxxxx-Xxxxx, XX Salem, LLC Xxxxxxx-Xxxxx, XX 00000
SUBLEASED FACILITIES
Clare Bridge Tempa, Arizona; Clare Bridge of Oviedo (I); Sterling House of Sun
City; Clare Bridge of Oro Valley
* The Initial Basic Carrying Costs and the Additional Facilities Initial
Basic Carrying Costs are allocated among the Facilities as follows:
Facility Real Estate Insurance
Taxes Premiums
1. Clare Bridge
Tallahassee, FL $4,750.00 $ 638.08
2. Clare Bridge
Tempe, Arizona $3,050.00 $ 635.00
3. Clare Bridge
Winston-Salem, NC $3,291.67 $ 638.08
4. Crossings
Colorado Springs, CO $4,600.00 $ 640.00
5. Crossings
Pueblo, CO $4,600.00 $ 640.00
6. Crossings
Twin Falls, ID $5,250.00 $ 640.00
7. WovenHearts
Blaine, MN $1,400.00 $ 196.67
8. WovenHearts
Inver Grove Heights, MN $1,400.00 $ 195.63
9. Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, XX $4,750.00 $ 638.00
X-0
00
00. Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx, XX $9,675.00 $1,050.00
11. Sterling House of Alliance $3,068.58 $ 669.50
Alliance, Ohio
12. Sterling House of Columbus $669.50 $3,068.58
Columbus, Indiana
13. Sterling House of Evansville $669.50 $3,068.58
Evansville, Indiana
14. Sterling House of Marion $669.50 $3,068.58
Marion, Indiana
15. Sterling House of Sun City $836.88 $3,068.58
Sun City, Florida
16. Sterling House of Beavercreek $682.50 $3,128.17
Beaver Creek, Ohio
17. WovenHearts of LaCrosse (I) and (II) $875.00 $6,883.33
La Crosse, Wisconsin
18. Clare Bridge of Oro Valley (I) $608.25 $4,416.67
Oro Valley, Arizona
** The Initial Capital Reserve Amount and the Additional Facilities
Initial Capital Reserve Amount are allocated as follows:
Clinton Village $10,625.00
Summer Field Village $ 4,218.75
Sterling House of Alliance $ 875.00
Sterling House of Columbus $ 875.00
Sterling House of Evansville $ 875.00
Sterling House of Xxxxxx $ 875.00
Sterling House of Sun City $ 875.00
Sterling House of Beavercreek $ 875.00
WovenHearts of LaCrosse (I) and (II) $ 1,291.67
Clare Bridge of Oro Valley (I) $ 791.67
DOING BUSINESS AS NAMES
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Crossings at Summerfield
Crossings at Xxxxxxx Xxxxx
Xxxxx Bridge of Tempe
Crossings at Twin Falls
Crossings at Colorado Springs
Crossings at Pueblo
WovenHearts of Blaine
WovenHearts of Inver Grove Heights
Clare Bridge of Xxxxxxx-Xxxxx
Xxxxx Bridge of Tallahassee
Sterling House
WovenHearts
Clare Bridge
ADDITIONAL FACILITIES
1. Sterling House of Alliance
Alliance, Ohio
2. Sterling House of Columbus
Columbus, Ohio
3. Sterling House of Evansville
Evansville, Illinois
4. Sterling House of Marion
Marion, Indiana
5. Sterling House of Sun City
Sun City, Florida
6. Sterling House of Beavercreek
Beaver Creek, Ohio
7. Woven Hearts of LaCrosse (I) and (II)
LaCrosse, Wisconsin
8. Clare Bridge of Oro Valley
Oro Valley, Arizona
B-6
