LOAN AGREEMENTLoan Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Colorado
The undersigned officer of the above named Borrower, does hereby certify that for the quarterly financial period ending __________________:
CREDIT AND SECURITY AGREEMENT dated as of November 2, 2005 among ARC SUN CITY WEST, LLC, ARC ROSWELL, LLC, ARC VEGAS, LLC, ARC TUCSON, LLC, ARC OVERLAND PARK, LLC, ARC MINNETONKA, LLC, ARC DENVER MONACO, LLC and ARC TANGLEWOOD, L.P. collectively, as...Credit and Security Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Illinois
THIS CREDIT AND SECURITY AGREEMENT is dated as of November 2, 2005 by and among ARC SUN CITY WEST, LLC, a Delaware limited liability company, ARC ROSWELL, LLC, a Delaware limited liability company, ARC VEGAS, LLC, a Delaware limited liability company, ARC TUCSON, LLC, a Delaware limited liability company, ARC OVERLAND PARK, LLC, a Delaware limited liability company, ARC MINNETONKA, LLC, a Delaware limited liability company, ARC DENVER MONACO, LLC, a Delaware limited liability company, and ARC TANGLEWOOD, L.P., a Delaware limited partnership (each, individually as a Borrower, and collectively, as Borrowers), the financial institutions or other entities from time to time parties hereto, each as a Lender, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender and as Administrative Agent.
PROMISSORY NOTE (Terrace Homes)American Retirement Corp • February 27th, 2006 • Services-skilled nursing care facilities • Texas
FOR VALUE RECEIVED, the undersigned, ARC BRANDYWINE, L.P., a Delaware limited partnership (“Borrower”), hereby promises to pay to the order of GUARANTY BANK, a federal savings bank (“Lender” which shall also include each successor or assign who becomes the holder of this Note), the principal sum of Nine Million Four Hundred Nineteen Thousand One Hundred Sixty-Four and No/100 Dollars ($9,419,164.00), with interest on the unpaid balance thereof from date of advancement until maturity at the rate or rates hereinafter provided, both principal and interest payable as hereinafter provided in lawful money of the United States of America at the offices of Guaranty Bank, 8333 Douglas Avenue, Dallas, Texas 75225, or at such other place within Dallas County, Texas as from time to time may be designated by Lender.
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
This Construction Loan Agreement (this “Agreement”) is made as of the 12th day of December, 2005, by and between American Retirement Corporation, a Tennessee corporation (“Borrower”), and Bank of America, N.A., a national banking association (“Lender”).
OPERATING AGREEMENT OF SHP-ARC II, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Delaware
THIS OPERATING AGREEMENT OF SHP-ARC II, LLC (this “Agreement”) is entered into and shall be effective as of _____________________, 2005, by and between PIM SENIOR PORTFOLIO, LLC, a Delaware limited liability company (hereinafter referred to as “SHP”), and ARC EPIC HOLDING COMPANY, INC., a Tennessee corporation (hereinafter referred to as “ARC”), pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”). SHP and ARC are sometimes referred to herein collectively as the Members and individually as a Member.
LOAN AGREEMENT (Healthcare Center)Loan Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into this day of December, 2005, by and between ARC BRANDYWINE, L.P., a Delaware limited partnership (hereinafter called “Borrower”), and GUARANTY BANK, a federal savings bank (hereinafter called “Lender”);
LOAN AGREEMENT (AL EXPANSION)Loan Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
THIS LOAN AGREEMENT (this "Agreement") is made and entered into this ________ day of December, 2005, by and between ARC BRANDYWINE, L.P., a Delaware limited partnership (hereinafter called “Borrower”), and GUARANTY BANK, a federal savings bank (hereinafter called “Lender”).
OPERATING DEFICIT GUARANTY AGREEMENTOperating Deficit Guaranty Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
THIS OPERATING DEFICIT GUARANTY AGREEMENT (this “Guaranty”) is made as of ____________ ___, 2005, by AMERICAN RETIREMENT CORPORATION, a Tennessee corporation (“Guarantor”), for the benefit of GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial corporation (including its successors, transferees and assigns, “Lender”).
EXCEPTIONS TO NONRECOURSE GUARANTYNonrecourse Guaranty • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
THIS EXCEPTIONS TO NONRECOURSE GUARANTY (“Guaranty”) is entered into as of __________, 2005, by the undersigned (the “Key Principal” whether one or more), for the benefit of and in order to induce GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bank (together with its “successors and assigns,” the “Lender), to make a loan to DENVER LOWRY JV, LLC, a Delaware limited liability company (the “Borrower”), in the amount of $25,480,000.00 (the “Loan”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DENVER LOWRY JV, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of DENVER LOWRY JV, LLC, a Delaware limited liability company (the “Company”), is entered into as of the 14th day of October, 2005, by DENVER LOWRY SENIOR HOUSING, LLC, a Delaware limited liability company (“CNL”), and ARC LOWRY, LLC, a Tennessee limited liability company (“ARC”), as members (CNL and ARC are sometimes referred to herein as the “Members” or individually as a “Member”).
ContractRestricted Stock Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities • Tennessee
LOAN AGREEMENT (TERRACE HOMES)Loan Agreement • February 27th, 2006 • American Retirement Corp • Services-skilled nursing care facilities
THIS LOAN AGREEMENT (this "Agreement") is made and entered into this ________ day of December, 2005, by and between ARC BRANDYWINE, L.P., a Delaware limited partnership (hereinafter called “Borrower”), and GUARANTY BANK, a federal savings bank (hereinafter called “Lender”).
TERM NOTEAmerican Retirement Corp • February 27th, 2006 • Services-skilled nursing care facilities
FOR VALUE RECEIVED, the undersigned, ARC SUN CITY WEST, LLC, ARC ROSWELL, LLC, ARC VEGAS, LLC, ARC TUCSON, LLC, ARC OVERLAND PARK, LLC, ARC MINNETONKA, LLC, ARC DENVER MONACO, LLC, each a Delaware limited liability company, and ARC TANGLEWOOD, L.P., a Delaware limited partnership (herein referred to collectively in the singular as "Borrower"), hereby unconditionally promise to pay to the order of MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc., a Delaware corporation, and its successors and assigns (in its capacity as a lender, referred to herein as "Lender"), and in its capacity as Administrative Agent, referred to herein as "Agent") at the office of Agent at 222 North LaSalle Street, 16th Floor, Chicago, Illinois 60601, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Eighty Five Million and No/100 Dollars ($85,000,000
