GUARANTY OF LEASE AND LETTER OF CREDIT AGREEMENTGuaranty of Lease and Letter of Credit Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • California
THIS GUARANTY OF LEASE AND LETTER OF CREDIT AGREEMENT (this "Guaranty") is executed as of October 7, 2002 by Alterra Healthcare Corporation, a Delaware corporation ("Guarantor"), in favor of the JER/NHP Senior Living Acquisition, LLC, a Delaware limited liability company ("Landlord").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services
This STOCK PLEDGE AGREEMENT (this "Agreement") is made and entered into as of October 7, 2002 entered into by and among Alterra Healthcare Corporation, a Delaware corporation ( "Pledgor"), and JER/NHP Senior Living Acquisition, LLC, a Delaware limited liability company ("Secured Party").
MASTER LEASE (Alterra Pool 2)Master Lease • November 15th, 2002 • Alterra Healthcare Corp • Services-social services
This "Master Lease" is entered into effective as of October 7, 2002 (the "Effective Date") among the JER/NHP Senior Living Acquisition, LLC, a Delaware limited liability company ("Landlord"), and ALS Leasing, Inc., a Delaware corporation ("Tenant"), for the real properties and improvements thereon (collectively, the "Facilities") as set forth on Schedule 1 and as legally described on Exhibit A and the "Landlord Personal Property" associated therewith as described in Exhibit B or as may be acquired after the Effective Date (collectively, the "Premises"), each used as a licensed healthcare facility of the type described on Schedule 1 (individually as so utilized, and collectively, the "Business"). Landlord and Tenant have also concurrently entered into a Letter of Credit Agreement (the "LC Agreement") pursuant to which Tenant shall provide certain collateral to Landlord for the performance of its obligations under this Master Lease. Pursuant to its concurrent Guaranty of Lease and Letter
AMENDMENT NO. 2 TO FORBEARANCE AND COLLATERAL ACCOUNT AGREEMENTForbearance and Collateral Account Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • Texas
FOURTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT Dated as of November 5, 2002Loan Agreement and Forbearance Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • New York
This FOURTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT (as the same may be modified, amended or supplemented from time to time, this "Fourth Amendment"), dated as of November 1, 2002, is by and among THE CAPITAL COMPANY OF AMERICA LLC, a Delaware limited liability company, (together with its successors and assigns, the "Lender"), ALS-VENTURE II, INC., a Delaware corporation (the "Borrower"), ALTERRA HEALTHCARE CORPORATION f/k/a ALTERNATIVE LIVING SERVICES, INC., a Delaware corporation (the "Parent"), and ALS-CLARE BRIDGE, INC., a Delaware corporation (the "Subsidiary").
LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • California
This "Agreement" is entered into as of October 7, 2002 between JER/NHP Senior Living Acquisition, LLC, a Delaware corporation ("Beneficiary"), and ALS Leasing, Inc., a Delaware corporation ("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:
SPACE ABOVE THIS LINE RESERVED FOR CLERK'S USEAssumption, Extension and Modification Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • Texas
This ASSUMPTION, EXTENSION AND MODIFICATION AGREEMENT dated as of the 26th day of July, 2002, by and among ALS WEST, INC., a Delaware corporation doing business in Arizona as AHC West, Inc. (hereinafter called "Borrower"), GUARANTY BANK (formerly known as Guaranty Federal Bank, F.S.B.), a federal savings bank (hereinafter called "Lender"), and ALTERRA HEALTHCARE CORPORATION (formerly known as Alternative Living Services, Inc.), a Delaware corporation (hereinafter called "Alterra");
COLLATERAL DISPOSITION AGREEMENT By and among ALS Holdings, Inc., ALS Wisconsin Holdings, Inc., Alterra Healthcare Corporation, Washington Mutual Bank, FA, AmSouth Bank Dated October 8, 2002Collateral Disposition Agreement • November 15th, 2002 • Alterra Healthcare Corp • Services-social services • Washington
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 15th, 2002 • Alterra Healthcare Corp • Services-social services
THIS MEMORANDUM OF UNDERSTANDING (this "Agreement") is entered into as of October 7, 2002 (the "Effective Date") among ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Guarantor"), ALS LEASING, INC., a Delaware corporation ("Tenant"), and JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware limited liability company ("Landlord").
