GUARANTY OF LEASE AND LETTER OF CREDIT AGREEMENTGuaranty of Lease and Letter of Credit Agreement • May 15th, 2002 • Alterra Healthcare Corp • Services-social services • California
THIS GUARANTY OF LEASE AND LETTER OF CREDIT AGREEMENT (this "Guaranty" ) is executed as of April 9, 2002 by Alterra Healthcare Corporation, a Delaware corporation (" Guarantor" ), in favor of the Entities Listed on Schedule 1 (collectively, " Landlord" ). R E C I T A L S A. Landlord and ALS Leasing, Inc., a Delaware corporation (" ALS Leasing" ), and Assisted Living Properties, Inc., a Kansas corporation (" ALP" and, collectively with ALS Leasing, " Tenant" ), have entered into that certain Master Lease of even date herewith (the " Lease" ) whereby Landlord has agreed to lease to Tenant the Premises, as more specifically set forth in the Lease. All initially capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Lease. B. Landlord and Tenant have entered into that certain Letter of Credit Agreement (the " Letter of Credit Agreement" ) of even date herewith, whereby Tenant has agreed to post and maintain a letter of credit
ContractStock Pledge Agreement • May 15th, 2002 • Alterra Healthcare Corp • Services-social services
STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (this "Agreement") is made and entered into as of April 9, 2002 entered into by and among Alterra Healthcare Corporation, a Delaware corporation ( "Pledgor"), and the Entities Listed on Schedule 1 (collectively, "Secured Party"). R E C I T A L S A. Pledgor is the legal and beneficial owner of all of the shares of stock (collectively, the "Pledged Shares") issued by ALS Leasing, Inc., a Delaware corporation ( "ALS Leasing"), and Assisted Living Properties, Inc., a Kansas corporation ("ALP" and, collectively with ALS Leasing, the "Companies"), as such Pledged Shares are further described on Schedule 2. B. Secured Party, as "Landlord," and the Companies, as "Tenant," have entered into that certain Master Lease of even date herewith (as amended, modified or revised from time to time, the "Lease"), pursuant to which Secured Party has agreed to lease to Tenant the Premises described in the Lease. All initially capitalized terms no
LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • May 15th, 2002 • Alterra Healthcare Corp • Services-social services
This " Agreement" is entered into as of April 9, 2002 between the Entities Listed on Schedule 1 (collectively, " Beneficiary" ), and ALS Leasing, Inc., a Delaware corporation (" ALS Leasing" ), and Assisted Living Properties, Inc., a Kansas corporation (" ALP" and, collectively with ALS Leasing, " Tenant" ), as an inducement to Beneficiary to enter into that certain Master Lease with Tenant dated the date hereof (the " Lease" ). All initially capitalized terms used but not otherwise defined herein have the meanings given them in the Lease. Thus, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • May 15th, 2002 • Alterra Healthcare Corp • Services-social services
THIS MEMORANDUM OF UNDERSTANDING (this " Agreement" ) is entered into as of April 9, 2002 (the " Effective Date" ) among ALTERRA HEALTHCARE CORPORATION, a Delaware corporation (" Guarantor" ), ALS LEASING, INC., a Delaware corporation (" ALS" ), ASSISTED LIVING PROPERTIES, INC., a Kansas corporation (" ALP" and, together with ALS, " Tenant" ), and the ENTITIES LISTED ON SCHEDULE 1 to this Agreement (collectively, " Landlord" ). R E C I T A L S A. Landlord and Tenant have entered into that certain Master Lease dated as of even date herewith (the " Lease" ) pursuant to which Tenant shall lease from Landlord the Premises as described therein. Initially capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Lease. B. Pursuant to its separate Guaranty of Master Lease and Letter of Credit Agreement of even date herewith (the " Guaranty" ), Guarantor has unconditionally guarantied to Landlord, among other things, the performance
ContractLoan Agreement • May 15th, 2002 • Alterra Healthcare Corp • Services-social services • Michigan
FIRST AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this " Amendment" ) made and entered into as of the 1st day of March, 2002, between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation (the " Company" ), and RDVEPCO, L.L.C., a Michigan limited liability company, HOLIDAY RETIREMENT 2000, LLC, a Washington limited liability company, THE TORONTO-DOMINION BANK, a Canadian chartered bank and HBK MASTER FUND, L.P., a Cayman Islands limited partnership (each a " Lender" and, collectively, the " Lenders" ). W I T N E S S E T H: WHEREAS, the Company and the Lenders have entered into that certain Loan Agreement dated as of March 5, 2001 (the " Loan Agreement" ; capitalized terms used but not defined herein shall have the meaning ascribed to them therein), pursuant to which the Lenders have made Loans to the Company in the original aggregate principa
