Property Option Agreement
This Option Agreement (this "Agreement"), dated as of June __,
1998, is made and entered into by and among AH Texas Subordinated, LLC, an Ohio
limited liability company (the "Company"), AH Texas Owner Limited Partnership,
an Ohio limited partnership (the "Owner" and together with the Company, shall be
individually referred to as a "Grantor" and shall be together referred to as the
"Grantors"), and Brookdale Living Communities, Inc., a Delaware corporation
("Brookdale").
RECITALS
WHEREAS, Banc One Capital Partners IV, Ltd., an Ohio limited
liability company (the "Subordinate Lender"), has agreed to loan to the Company
up to the sum of $6,483,627 (the "Subordinate Loan"), pursuant to the terms of a
certain Loan Agreement of even date herewith (as it may be amended from time to
time, the "Subordinate Loan Agreement") between the Lender and the Company and
as further evidenced by two certain Promissory Notes of even date herewith (as
amended or extended from time to time, and together with any notes taken in
substitution therefor, the "Subordinate Notes") payable by the Company to the
Lender;
WHEREAS, the Company was formed as of March 27,1998 by the
filing and recording of the Company's Articles of Organization in the Office of
the Secretary of State of the State of Ohio, pursuant to an Operating Agreement
dated as of March 27, 1998 and amended and restated pursuant to an Amended and
Restated Operating Agreement dated as of June ___, 1998 (as so amended and
restated, and as it may be further amended from time to time, the "Operating
Agreement");
WHEREAS, the Company is the sole shareholder in, and owns one
hundred percent (100%) of the issued and outstanding shares of capital stock
(the "Capital Stock") of, AH Texas CGP, Inc., an Ohio corporation (the "General
Partner"), which is the sole general partner of, and owns one percent (1%) of
the partnership interests (the "General Partnership Interest") in, the Owner;
WHEREAS, the Company is the sole limited partner of, and owns
ninety-nine percent (99%) of the partnership interests (the "Limited Partnership
Interests" and, together with the Capital Stock, the "Shares") in, the Owner,
for which a Certificate of Limited Partnership was filed with the Secretary of
State of the State of Ohio on March 27, 1998 and which was organized under an
Agreement of Limited Partnership, effective as of March 27, 1998 and amended and
restated pursuant to an Amended and Restated Agreement of Limited Partnership
dated as of June ___, 1998 (as so amended and restated, and as it may be further
amended from time to time, the "Partnership Agreement");
WHEREAS, the Owner owns that certain land located west and
south of Xxxxxx Ranch Loop and north of MoPac Expressway (Loop 1) in Xxxxxx
County, Texas consisting of
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approximately four (4) acres and legally described on Schedule I attached
hereto, together with all improvements thereon (such land and improvements shall
together be referred to as the "Land");
WHEREAS, the Owner intends to develop a congregate housing
facility with an assisted living component for the elderly in Austin, Texas
which is currently referred to as "The Heritage at Xxxxxx Ranch" (the "Project")
on the Land;
WHEREAS, BLC of Texas-II, L.P., a Delaware limited partnership
("BLC") and an affiliate of Brookdale will be the developer of the Project
pursuant to an Amended and Restated Development Agreement of even date herewith
(as it may be amended from time to time, the "Development Agreement") between
the Owner and BLC and will be the manager of the Project pursuant to a
Management Agreement of even date herewith (as it may be amended from time to
time, the "Management Agreement") between the Owner and BLC; and
WHEREAS, the Company will use the proceeds of the Subordinate
Loan to make an equity contribution to the Owner to fund a portion of the costs
of the Project.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantors and Brookdale hereby
agree as follows:
1. The Option.
(a) The Owner hereby grants an irrevocable option
(the "Property Option") to Brookdale to purchase the Property (as
hereinafter defined) for the Purchase Price (as hereinafter defined).
(b) The Company hereby grants an irrevocable option
(the "Share Option" and, together with the "Property Option" shall be
together referred to the "Option") to Brookdale to purchase the Shares
for the Purchase Price.
(c) The Option shall terminate and expire on the date
(the "Option Termination Date") that is the earliest of (a) ten (10)
days after the principal amount of the Subordinate Notes is due and
payable, on the stated maturity date thereof, as it may be extended
pursuant to subsection 2.3(a) of the Subordinate Loan Agreement, (b)
thirty (30) days after the date specified by the Subordinate Lender in
a prior or contemporaneous notice to Brookdale as the date on which the
unpaid balance of all principal and interest accrued on the Subordinate
Notes has been declared by the Subordinate Lender to be, or shall have
become automatically, due and payable pursuant to Section 8.2 of the
Subordinate Loan Agreement, and (c) the Exercise Date (as defined in
the Intercreditor and Subordination Agreement of even date herewith
among the Senior Lender (as hereinafter defined), the Subordinate
Lender, the Owner, the Company, AH Texas Investor, Inc., the General
Partner,
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BLC and Brookdale). In no event shall the Option Termination Date be
later than July 31, 2002.
2. The Property. For purposes of this Agreement, the term
"Property" shall mean any and all interests of the Owner in the following items:
(a) the Land, (b) all personal property and other tangible property now or
hereinafter located on the Land or used in connection with the construction,
development, operation or maintenance of the Land, including, but not limited
to, fixtures and equipment, and (c) all intangible property now or hereafter
used in connection with the operation or maintenance of the Land, including, but
not limited to, contracts, agreements, guaranties, plans and specifications,
licenses, books and records and all other items and instruments pertaining to
the Land.
3. Purchase Price. The "Purchase Price" for the Property or
the Shares, as applicable, shall be the greater of (a) the fair market value of
the Property as reflected in an appraisal of the Property, dated not more than
six (6) months before the Closing Date (as defined in Section 4 hereof), by a
qualified MAI appraiser, less the then outstanding amount of the Debt, as
defined in the Loan Agreement of even date herewith (as it may be amended from
time to time, the "Senior Loan Agreement") among the Owner, BLC and Nomura Asset
Capital Corporation (the "Senior Lender"), and (b) the amount necessary to
produce an internal rate of return on the Priority Note (as defined in the
Subordinate Loan Agreement ) of 15.60%, compounded monthly and computed using
the methodology described in Exhibit E-1 attached to the Subordinate Loan
Agreement.
4. Exercise of the Option. Brookdale may exercise the Option
by giving the Company and the Owner at least five (5) days' prior written notice
(the "Option Notice"), and if it is exercising the Option in connection with a
prepayment of the Subordinate Notes in accordance subsection 2.3(e) of the
Subordinate Loan Agreement, by causing the Company to give the Subordinate
Lender notice of an optional prepayment in accordance with such paragraph. The
Option Notice shall specify (a) whether Brookdale is exercising the Property
Option or the Share Option, and (b) the date (the "Closing Date") of the
exercise of the Option, which shall be the date of repayment of the Subordinate
Notes and shall not be later than the Option Termination Date. If Brookdale
exercises the Option prior to the Option Termination Date but fails to close
prior to the Exercise Date, then the Option shall terminate and Brookdale's
right shall cease and be null and void. The Company hereby appoints Brookdale as
its true and lawful attorney-in-fact for purposes of giving notice of optional
prepayment in accordance with subsection 2.3(e) of the Subordinate Loan
Agreement, which appointment as attorney-in-fact is irrevocable and is coupled
with an interest. Anything herein to the contrary notwithstanding, the exercise
of the Option shall be conditioned upon (i) the repayment in full of the
Subordinate Notes in accordance with the Subordinate Loan Agreement, (ii) the
occurrence of a Triggering Event, as such term is defined in the Equity Option
Agreement of even date herewith (as it may be amended from time to time, the
"Equity Option Agreement") among AH Texas Investor, Inc., the Company, the
General Partner, the Owner and Brookdale, and (iii) the exercise by Brookdale
immediately thereafter of the option granted to it pursuant to the Equity Option
Agreement
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5. Closing. Upon receipt of the Option Notice, the parties
will schedule a closing (the "Closing") to occur on the Closing Date at the
Chicago, Illinois offices of counsel to Brookdale. If Brookdale exercises the
Share Option, the Closing shall occur in accordance with the provisions of
Section 6 hereof. If Brookdale exercises the Property Option, the Closing shall
occur in accordance with the provisions of Section 7 hereof.
6. Closing of Purchase of Shares (a) At the Closing of the
purchase of the Shares, the Purchase Price shall be paid to the Company by wire
transfer of immediately available funds to an account designated by the Company.
(b) At the Closing of the purchase of the Shares, the
Company shall deliver to Brookdale or its nominee the following items:
(i) a duly executed Assignment and Acceptance Agreement in the form of
Exhibit A attached hereto (together with any other documents or instruments
delivered pursuant to clause (vi) below, the "Assignment");
(ii) the stock certificate(s) representing the Capital Stock endorsed in
blank;
(iii) original executed copies (or if unavailable, photocopies) of the
Owner's Certificate of Limited Partnership, the Partnership Agreement and the
General Partner's Articles of Incorporation and Regulations, all certified by an
appropriate officer of the Company as of the Closing Date, as being true,
correct, complete and unamended (or if amended with the consent of Brookdale,
certified to such effect) and in full force and effect as of such date;
(iv) a certificate of an appropriate officer of each Grantor, dated the
Closing Date, certifying that the representations and warranties of such Grantor
set forth in the applicable Section of this Agreement are true and correct as of
the Closing Date as though made by such Grantor on the Closing Date;
(v) the books and records of the General Partner and the Owner; and
(vi) such other documents and instruments of transfer as are necessary to
complete the transfer of the Shares.
(c) The Company and Brookdale shall each be solely
responsible for its own costs incurred in connection with the Closing
of the purchase of the Shares; provided, however, that Brookdale shall
(i) pay all costs in connection with the transfer of the Shares,
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including transfer and conveyance taxes, if any, and (ii) pay, or
reimburse the Company for, all reasonable legal fees and expenses of
the Company incurred in connection with such Closing in an amount not
to exceed $2,500 when aggregated with all other legal fees and expenses
paid or reimbursed by Brookdale pursuant to clause (ii) of paragraph
(c) of Section 7 hereof and paragraph (a) of Section 5 of the Equity
Option Agreement.
7. Closing of Purchase of Property. (a) At the Closing of the
purchase of the Property, the Purchase Price shall be paid to the Owner by wire
transfer of immediately available funds to an account designated by the Owner.
(b) At the Closing of the purchase of the Property,
the Owner shall deliver to Brookdale or its nominee the following
items:
(i) Xxxx of Sale. A xxxx of sale (the "Xxxx
of Sale") conveying, transferring and otherwise
assigning to Brookdale or its nominee any and all of
the Property, other than the real estate.
(ii) Special Warranty Deed. A Special
Warranty Deed (the "Deed" and, together with the Xxxx
of Sale and any other documents or instruments
delivered pursuant to clause (iii) below, the
"Property Conveyance Documents") conveying to
Brookdale or its nominee the Land, subject only to
the encumbrances or other exceptions (collectively,
the "Permitted Exceptions") (A) that existed on the
Land on the date of the conveyance of the Land to the
Owner, (B) created by the lien of the Deed of Trust,
Assignment of Leases and Rents, Security Agreement
and Fixture Filing of even date herewith (the "Deed
of Trust") by the Owner in favor of Xxxxx Xxx Xxxxxx,
as deed trustee for the Senior Lender, and all other
Loan Documents (as defined in the Senior Loan
Agreement), (C) created by BLC in connection with
actions taken by it under the Development Agreement
or the Management Agreement, and (D) Permitted
Encumbrances (as defined in the Senior Loan
Agreement) that are consented to in writing by
Brookdale.
(iii) Other Documents. Such other documents
or instruments which are necessary to complete and
perfect the conveyance of Property to Brookdale or
its nominee as contemplated by this Agreement,
including, without limitation, any transfer
declarations, owner's affidavits and undertakings
required by the title company and similar items
required by local law or the title company.
(c) The Owner and Brookdale shall each be solely
responsible for its own costs incurred in connection with the Closing;
provided, however, that Brookdale shall (i) pay all costs in connection
with the transfer of the Property, including transfer and conveyance
taxes, if any, and (ii) pay, or reimburse the Owner for, all reasonable
legal fees
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and expenses of the Owner incurred in connection with such Closing in
an amount not to exceed $2,500 when aggregated with all other legal
fees and expenses paid or reimbursed by Brookdale pursuant to clause
(ii) of paragraph (c) of Section 6 hereof and paragraph (a) Section 5
of the Equity Option Agreement.
8. Company Representations. The Company represents and
warrants to Brookdale as follows as of the date hereof and as of the Closing
Date:
(a) The Company is a limited liability company duly
organized, validly existing and in good standing under the laws of the
State of Ohio and has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement and the
Assignment. The General Partner is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Ohio. The Company and the General Partner are each duly qualified to do
business in each jurisdiction where the nature of their operations and
applicable laws require such qualification, except where the failure to
be so qualified would not have a material adverse effect on the Company
or the General Partner, as applicable.
(b) The execution, delivery and performance of this
Agreement by the Company have been, and, if applicable, as of the
Closing Date, the execution, delivery and performance of the Assignment
by the Company will have been, duly authorized by all necessary
organizational action, and this Agreement is, and when executed and
delivered, the Assignment will be, the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency or the
laws or equitable principles affecting the enforcement of creditors'
rights generally.
(c) The execution, delivery and performance by the
Company of this Agreement do not and, if applicable, the execution,
delivery and performance by the Company of the Assignment will not,
contravene the terms of the Company's Articles of Organization or the
Operating Agreement, conflict with or result in any breach or
contravention of, or the creation of any lien under, any agreements or
instruments to which it is a party or by which it or any of its
property is bound or violate any state or federal law and all required
approvals therefor, if any, have been or, if applicable, will have been
as of the Closing Date, duly obtained.
(d) The Company is the sole limited partner of the
Owner; the Limited Partnership Interests constitute ninety-nine (99%)
of the partnership interests in the Owner; the Capital Stock
constitutes one hundred percent (100%) of the issued and outstanding
shares of capital stock of the General Partner; and the General Partner
is the sole general partner of, and the General Partnership Interest
constitutes a one percent (1%) partnership interest in, the Owner.
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(e) The Company owns the Shares, and the General
Partner owns the General Partnership Interest, in each case free of any
liens, claims or encumbrances.
(f) The Company's sole place of business is its
address set forth for notices in paragraph (b) of Section 11 hereof.
(g) There is no litigation or other proceeding
pending against the Company which could have a material adverse effect
on the Company's ability to consummate the transactions contemplated by
this Agreement and the Assignment.
9. Owner Representations. The Owner represents and warrants to
Brookdale as follows as of the date hereof and as of the Closing Date:
(a) The Owner is a limited partnership duly
organized, validly existing and in good standing under the laws of the
State of Ohio and has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement and the
Property Conveyance Documents and to own and operate its property and
to carry on its business as now conducted. The Owner is duly qualified
to do business in each jurisdiction where the nature of its operations
and applicable laws require such qualification, except where the
failure to be so qualified would not have a material adverse effect on
the Owner.
(b) The execution, delivery and performance of this
Agreement by the Owner have been, and, if applicable, as of the Closing
Date, the execution, delivery and performance of the Property
Conveyance Documents by the Owner will have been, duly authorized by
all necessary partnership action, and this Agreement is, and when
executed and delivered, each of the Property Conveyance Documents will
be, the legal, valid and binding obligation of the Owner, enforceable
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency or the laws or equitable principles affecting
the enforcement of creditors' rights generally.
(c) The execution, delivery and performance by the
Owner of this Agreement do not, and, if applicable, the execution,
delivery and performance by the Owner of the Property Conveyance
Documents will not, contravene the terms of the Partnership Agreement,
conflict with or result in any breach or contravention of, or the
creation of any lien under, any agreements or instruments to which it
is a party or by which it or any of its property is bound or violate
any state or federal law and all required approvals therefor, if any,
have been of, if applicable, will have been as of the Closing Date,
duly obtained.
(d) The Owner is the owner of the Property, subject
to the Permitted Exceptions and has full power and authority to sell,
convey, assign and transfer to Brookdale the Property, free and clear
of all liens and encumbrances except the Permitted Exceptions.
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(e) There is no litigation or other proceeding
pending against the Owner which could have a material adverse effect on
the Owner's ability to consummate the transactions contemplated by this
Agreement and the Property Conveyance Documents.
10. Covenants. Until the earlier of the Closing or the Option
Termination Date, unless Brookdale otherwise consents in writing:
(a) The Company shall continue to own the Shares, and the General Partner
shall continue to own the General Partnership Interest, in each case free of any
liens, claims or encumbrances.
(b) The Owner shall continue to own the Property, free of any liens, claims
or encumbrances, other than Permitted Exceptions.
11. Miscellaneous.
(a) Each Grantor and Brookdale agree that money damages or other remedy at
law would not alone be sufficient or adequate remedy for any breach or violation
of, or a default under, this Agreement by such Grantor and that, in addition to
all other remedies available to Brookdale, Brookdale shall be entitled to an
injunction restraining such breach, violation or default or threatened breach,
violation or default and to any other equitable relief, including, without
limitation, specific performance, without bond or other security being required.
(b) Notices. Any notices required or permitted to be sent hereunder shall
be delivered personally or by telecopier (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 telecopier, three (3) business days after mailing, if mailed, or
one business day after delivery to the courier, if delivery by overnight courier
service:
If to the Company:
AH Texas Subordinated, LLC
000 Xxxx xx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Squire, Xxxxxxx & Xxxxxxx
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00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxx
Fax: (000) 000-0000
If to Owner:
AH Texas Owner Limited Partnership
000 Xxxx xx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Squire, Xxxxxxx & Xxxxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxx
Fax: (000) 000-0000
If to Brookdale:
Brookdale Living Communities, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
with a copy to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
A copy of any notice sent hereunder shall be sent to the Senior Lender at
Nomura Asset Capital Corporation, Two World Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx
Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxxx XxXxxx, Telecopier: (000) 000-0000,
with copies to: Nomura Asset Capital Corporation, Two World financial Xxxxxx,
Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx, Telecopier: (212)
667-1567 and Dechert Price &
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Xxxxxx, 00 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000-0000, Attention: Xxxx X. Xxxxxxxx Fax: (000) 000-0000 (or such other
address as shall be given by notice delivered hereunder).
(c) Entire Agreement. This Agreement (including the schedule hereto)
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
oral and written, among the parties hereto with respect to the subject matter
hereof.
(d) Binding Effect; Benefit. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns. Brookdale may assign its rights under this Agreement without the
consent of either Grantor. In the event that Brookdale assigns its rights under
this Agreement, it shall so notify the other parties hereto, and references
herein to Brookdale shall be deemed to be references to the assignee to whom
such rights have been assigned upon the execution and delivery by Brookdale and
such assignee of an assignment and assumption agreement with respect to this
Agreement and delivery of a copy thereof to each of the other parties hereto.
(e) Amendment; Waiver. No provision of this Agreement may be amended,
waived or otherwise modified without the prior written consent of the parties
hereto.
(f) Section Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
(h) Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois (without giving effect to
principles of conflicts of law).
(i) Waiver of Jury Trial. Each party hereto (or joining in the execution
hereof), after consulting or having had the opportunity to consult with counsel,
knowingly, voluntarily and intentionally waives any right any of them may have
to a trial by jury in any litigation based upon or arising out of this
Agreement, or any of the transactions contemplated by this Agreement, or any
course of conduct, dealing, statements (whether oral or written) or actions of
any of them. No such party shall seek to consolidate, by counterclaim or
otherwise, any action in which a jury trial has been waived with any other
action in which a jury trial cannot be or has not been waived unless failure to
so consolidate would result in a loss of such claim.
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(j) Deed of Trust. The parties hereto acknowledge and agree that (i) the
Property Option is subject and subordinate to the lien of the Deed of Trust, and
(ii) upon the entry of a final decree of foreclosure with respect to the
Property, or the conveyance thereof pursuant to a power of sale, if applicable,
or conveyance deed in lieu of foreclosure, the Option shall be extinguished
notwithstanding that the Option Termination Date may not yet have occurred.
(k) Limitation of Personal Liability. Notwithstanding any other provision
of this Agreement to the contrary, (i) in no event shall any officer, director,
member, partner, manager, shareholder, incorporator or agent of either Grantor
be personally liable to Brookdale for any of such Grantor's obligations under
this Agreement, and (ii) if the Owner defaults in connection with any
representation or covenant of the Owner set forth in this Agreement, it will not
create any personal liability against the Owner or any lien rights against the
Property.
(l) The Grantors acknowledge and agree that (i) they are not intended to be
beneficiaries of the limitations set forth in the Intercreditor Agreement on the
rights of Brookdale to take Enforcement Actions (as defined therein) and to
enforce any representations, covenants, warranties or obligations of the Owner
under or pursuant to this Agreement, and (ii) they may not seek to enforce such
limitations.
(m) Intercreditor Agreement. The parties hereto acknowledge the existence
of the Intercreditor Agreement.
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IN WITNESS WHEREOF, the undersigned have executed and
delivered this Agreement as of the date first above written.
AH TEXAS SUBORDINATED, LLC
By: AH Texas Investor, Inc.,
its manager
By:
Name: Xxxxx X. Xxxxxxx
Its: President
AH TEXAS OWNER LIMITED PARTNERSHIP
By: AH Texas CGP, Inc.,
its general partner
By:
Name: Xxxxx X. Xxxxxxx
Its: President
BROOKDALE LIVING COMMUNITIES, INC.
By:
Name:
Its:
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SCHEDULE I
LEGAL DESCRIPTION
Lot Two (2), Block "A", RESUBDIVISION OF XXX 0, XXXXX X, XXXXXX XXXXX XXX,
SECTION ONE, a subdivision in Xxxxxx County, Texas, according to the map or plat
thereof, recorded in Volume 99, Pages(s) 175-176 of the Plat Records of Xxxxxx
County, Texas.
EXHIBIT A
ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS AGREEMENT made as of ___________________, by and between AH TEXAS
SUBORDINATED, LLC, an limited liability company ("Assignor"), and
_______________________ ("Assignee").
WITNESSETH:
1. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor does hereby transfer, assign and convey
to Assignee a ninety-nine percent (99%) interest (the "Interest") as Limited
Partner in AH TEXAS OWNER LIMITED PARTNERSHIP, an Ohio limited partnership (the
"Partnership"), established under the provisions of an Agreement of Limited
Partnership, effective as of March 27, 1998 and amended and restated pursuant to
an Amended and Restated Agreement of Limited Partnership dated as of June ,
1998.
2. Assignor does hereby warrant and represent that it is the sole and
lawful owner of the Interest herein transferred and that it has full power and
authority to make such transfer free of any liens, encumbrances and
restrictions.
3. Assignee does hereby accept the foregoing assignment and agrees to
become a Limited Partner of the Partnership.
ASSIGNOR:
AH TEXAS SUBORDINATED, LLC
By: AH Texas Investor, Inc.,
its manager
By:___________________________
Name:_________________________
Title:_________________________
ASSIGNEE:
By:___________________________
Name:_________________________
Title:_________________________
