Property Option Agreement
This Option Agreement (this "Agreement"), dated as of June __,
1998, is made and entered into by and among AH Michigan Subordinated, LLC, an
Ohio limited liability company (the "Company"), AH Michigan 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 Michigan 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 legally described on
Schedule I attached hereto, together with all improvements thereon (such land
and improvements shall together be referred to as the "Land");
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WHEREAS, the Owner intends to develop a congregate housing
facility with an assisted living component for the elderly in Southfield,
Michigan which is currently referred to as "The Heritage" (the "Project") on the
Land;
WHEREAS, Brookdale Living Communities of Michigan, Inc., a
Delaware corporation ("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 Michigan Investor, Inc., the General Partner, BLC
and Brookdale). In no event shall the Option Termination Date be later
than July 31, 2002.
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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 PriceThe "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 Michigan 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
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
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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, 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
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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
Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing of even date herewith (the
"Mortgage") by the Owner in favor of 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 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
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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.
(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.
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(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.
(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.
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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 Michigan 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
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxx
Fax: (000) 000-0000
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If to Owner:
AH Michigan 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: (000) 000-0000 and Dechert
Price & 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).
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(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; BenefiThis 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.
(j) Mortgage. The parties hereto acknowledge and agree
that (i) the Property Option is subject and subordinate to the lien of
the Mortgage, and (ii) upon the entry of a final decree of foreclosure
with respect to the Property, or the conveyance thereof
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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 MICHIGAN SUBORDINATED, LLC
By: AH Michigan Investor, Inc.,
its manager
By:
Name: Xxxxx X. Xxxxxxx
Its: President
AH MICHIGAN OWNER LIMITED
PARTNERSHIP
By: AH Michigan 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
Land in the Southwest 1/4 of Section 17 and the Southeast 1/4 of Xxxxxxx 00,
Xxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of Southfield, Oakland County, Michigan,
described as commencing at the Southeast corner of Section 18; thence North 00
degrees 02 minutes 03 seconds West 60.00 feet to the North right of way line of
Eleven Mile Road; thence along said right xx xxx xxxx Xxxxx 00 degrees 55
minutes 53 seconds East 154.07 feet to the point of beginning; thence due North
225.97 feet; thence xxx Xxxx 130.00 feet; thence North 40 degrees 56 minutes 58
seconds West 419.76 feet; thence North 49 degrees 03 minutes 02 seconds East,
506.23 feet; thence South 40 degrees 56 minutes 58 seconds East 507.01 feet;
thence South 47 degrees 07 minutes 16 seconds West 340.52 feet; thence due South
260.07 feet; thence South 89 degrees 55 minutes 53 seconds West 60.00 feet to
the point of beginning. Together with the Easements granted to Brookdale Living
Communities of Michigan, Inc., a Delaware corporation, as disclosed in a certain
Reciprocal Easement Agreement dated October 1, 1997, and recorded October 13,
1997, in Liber 17678, page 370, Oakland County Records.
Tax Item No. 00-00-000-000
EXHIBIT A
ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS AGREEMENT made as of ___________________, by and between AH
MICHIGAN 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 MICHIGAN 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 MICHIGAN SUBORDINATED, LLC
By: AH Michigan Investor, Inc.,
its manager
By:___________________________
Name:_________________________
Title:_________________________
ASSIGNEE:
By:___________________________
Name:_________________________
Title:_________________________
