Assisted Living Concepts Inc Sample Contracts

Assisted Living Concepts Inc – AMENDED AND RESTATED BYLAWS OF ASSISTED LIVING CONCEPTS, INC. (July 16th, 2013)
Assisted Living Concepts Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ASSISTED LIVING CONCEPTS, INC. (July 16th, 2013)

The address of the resident agent of the Corpo­ration is One East First Street, Reno, Nevada  89501.  The name of the resident agent at that address is The Corporation Trust Company of Nevada.  The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. ANNOUNCES AN UPDATE ON THE PREVIOUSLY ANNOUNCED AGREEMENT AND PLAN OF MERGER (July 8th, 2013)

Menomonee Falls, Wisconsin – Assisted Living Concepts, Inc. (NYSE:ALC) (“ALC”) today announced that substantially all state licenses to operate its assisted living facilities have been obtained by Aid Holdings, LLC (“Parent”) in connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”) dated as of February 25, 2013 among Parent, Aid Merger Sub, LLC (“Merger Sub”) and ALC.  Parent and Merger Sub are affiliates of TPG Capital, L.P.

Assisted Living Concepts Inc – WAIVER & AMENDMENT NO. 4 TO CREDIT AGREEMENT (July 2nd, 2013)

This WAIVER & AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 28, 2013 among ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), the Lenders currently party to the Credit Agreement referred to below, and U.S. Bank National Association, as Administrative Agent and Collateral Agent, Swingline Lender and L/C Issuer.

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Fourth Quarter Results (March 15th, 2013)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported a net loss of $2.6 million in the fourth quarter of 2012 as compared to net income of $7.3 million in the fourth quarter of 2011.

Assisted Living Concepts Inc – RE: Fannie Mae Mortgage Loan Number 27-0002463 (“Mortgage Loan”), secured by, inter alia: (March 14th, 2013)

Cameron House, 244 North Extension Road, Mesa, Arizona 85201 (“Cameron House”).  Chaparelle House, Goldfinch House, and Cameron House are collectively, the “Mortgaged Property”.

Assisted Living Concepts Inc – MULTIFAMILY NOTE (March 14th, 2013)

FOR VALUE RECEIVED, the undersigned (“BORROWER”) jointly and severally (if more than one) promises to pay to the order of RED MORTGAGE CAPITAL, INC., an Ohio corporation, the principal sum of Thirty Eight Million Four Hundred Thousand and 00/100 Dollars (US $38,400,00.00), with interest accruing on the unpaid principal balance from the date of disbursement until fully paid at the annual rate of Six and 24/100 percent (6.24%).

Assisted Living Concepts Inc – RE: Fannie Mae Mortgage Loan Number 27-0002463 (“Mortgage Loan”), secured by, inter alia: (March 14th, 2013)

This letter hereby (i) extends the date by which the Mortgage Loan shall be prepaid for Cameron House to February 28, 2013 and (ii) with the payment of a $30,000 extension fee (the “Goldfinch Extension Fee”), extends the prepayment date for the Mortgage Loan for Goldfinch House to no later than the earlier of (a) June 30, 2013, or (b) the Closing; provided, however, that if the Goldfinch Extension Fee is not received on or before January 31, 2013, then the Mortgage Loan for Goldfinch House must be repaid in full on January 31, 2013 per the Previous Letters.  The Mortgage Loan will be prepaid for Chaparelle House on January 31, 2013, per the Previous Letters; nothing in this letter changes the prepayment date for the Mortgage Loan for Chaparelle House.

Assisted Living Concepts Inc – RE: Fannie Mae Mortgage Loan Number 27-0002463 (“Mortgage Loan”), secured by, inter alia: (March 14th, 2013)

This letter hereby extends the date by which the Mortgage Loan shall be prepaid in accordance with the August 24 Letter, to no later than the earlier of (a) January 31, 2013, or (b) the Closing.

Assisted Living Concepts Inc – FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (March 14th, 2013)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “First Amendment”) is made and entered into effective as of the 31stday of December, 2012 (the “Effective Date”), to the Amended and Restated Loan Agreement dated September 30, 2010(the “2010 Agreement”), which restated and superseded the original Loan Agreement dated June 12, 2009 (the “2009 Agreement”),by and among ALC THREE, LLC, a Wisconsin limited liability company (the “Borrower”), Borrower’s parent company,ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Guarantor”) and TCF NATIONAL BANK, a national banking association(the “Bank”).

Assisted Living Concepts Inc – WAIVER & AMENDMENT NO. 3 TO CREDIT AGREEMENT (March 14th, 2013)

This WAIVER & AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December __, 2012 among ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), the Lenders currently party to the Credit Agreement referred to below, and U.S. Bank National Association, as Administrative Agent and Collateral Agent, Swingline Lender and L/C Issuer.

Assisted Living Concepts Inc – AGREEMENT AND PLAN OF MERGER among AID HOLDINGS, LLC, AID MERGER SUB, LLC and ASSISTED LIVING CONCEPTS, INC. dated as of February 25, 2013 (February 26th, 2013)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 25, 2013 by and among Aid Holdings, LLC, a Delaware limited liability company (“Parent”), Aid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and Assisted Living Concepts, Inc., a Nevada corporation (“Company”).  Capitalized terms used but not defined in the context in which they are used shall have the respective meanings assigned to such terms in Section 8.16.

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY TPG ALC Class A Stockholders to Receive $12.00 per Share in Cash (February 26th, 2013)

MENOMONEE FALLS, Wis. – Assisted Living Concepts, Inc. (NYSE:ALC) ("ALC"), a Wisconsin-based operator of 210 senior living residences in 20 states, today announced that it has entered into a definitive agreement to be acquired by TPG, the global private investment firm.

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Third Quarter Results (November 2nd, 2012)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported a net loss of $4.0 million in the third quarter of 2012 as compared to net income of $5.8 million in the third quarter of 2011.

Assisted Living Concepts Inc – WAIVER & AMENDMENT NO. 2 TO CREDIT AGREEMENT (August 8th, 2012)

This WAIVER & AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 1, 2012 among ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), the Lenders currently party to the Credit Agreement referred to below, and U.S. Bank National Association, as Administrative Agent and Collateral Agent, Swingline Lender and L/C Issuer.

Assisted Living Concepts Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (August 8th, 2012)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 18, 2012 among ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), the Lenders currently party to the Credit Agreement referred to below, and U.S. Bank National Association, as Administrative Agent and Collateral Agent, Swingline Lender and L/C Issuer.

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Second Quarter 2012 Results (August 3rd, 2012)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported a net loss of $25.1 million in the second quarter of 2012 as compared to net income of $6.3 million in the second quarter of 2011.

Assisted Living Concepts Inc – AGREEMENT FOR SALE OF REAL ESTATE BETWEEN VENTAS REALTY, LIMITED PARTNERSHIP, MLD DELAWARE TRUST AND ASSISTED LIVING CONCEPTS, INC. June 15, 2012 (June 21st, 2012)

This AGREEMENT FOR SALE OF REAL ESTATE (“Agreement”) is made on June 15, 2012 between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership and MLD DELAWARE TRUST, a Delaware business trust (collectively, “Seller”), and ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (“Purchaser”).

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. 2012 CASH INCENTIVE COMPENSATION AWARD AGREMENT (March 21st, 2012)

THIS CASH INCENTIVE COMPENSATION AWARD AGREEMENT (the “Award Agreement”) is entered into as of March 15, 2012, between Assisted Living Concepts, Inc. (“ALC”) and [EMPLOYEE NAME] (“Employee”).  In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, ALC and Employee agree as follows.

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. 2012 TANDEM STOCK OPTION/STOCK APPRECIATION RIGHTS AWARD AGREEMENT (March 21st, 2012)

This Tandem Stock Option/Stock Appreciation Rights Award Agreement (the “Award Agreement”) is entered into as of March 15, 2012, between Assisted Living Concepts, Inc. (“ALC”) and Employee pursuant to the Assisted Living Concepts, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”).  In consideration of the mutual promises and covenants made in this Award Agreement and the mutual benefits to be derived from this Award Agreement, ALC and the Employee agree as follows:

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Record Annual and Quarterly Results (March 8th, 2012)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported net income of $7.3 million in the fourth quarter of 2011 as compared to $5.4 million in the fourth quarter of 2010. Excluding the One-Time Items described below, net income in the quarters ended December 31, 2011 and 2010 would have been $6.3 million and $5.5 million, respectively.

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Sees Strategic Plan Yield Acceleration of Growth in Private Pay Occupancy, Continued Strong Earnings and Cash Flow (November 4th, 2011)

Increased cash provided by operating activities for the nine months ended September 30, 2011 by 13.7% from the nine months ended September 30, 2010.

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. 2006 OMNIBUS INCENTIVE COMPENSATION PLAN Effective October 31, 2006; Restated April 13, 2009 Amended and restated as of May 20, 2011 to reflect May 20, 2011 two-for-one stock split (August 8th, 2011)
Assisted Living Concepts Inc – `Assisted Living Concepts, Inc. Announces Continued Growth in Private Pay Occupancy, Record Earnings and Strong Strategic Positioning in the Changing Economic Environment (August 5th, 2011)

•   Increased Adjusted EBITDAR as a percent of revenues to 37.0%, up from 33.6% and 33.8% in the second quarter of 2010 and the first quarter of 2011, respectively.

Assisted Living Concepts Inc – EMPLOYMENT AGREEMENT (March 10th, 2011)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of March 14, 2008, is by and between Assisted Living Concepts, Inc. a Nevada corporation with its principal place of business at W140 N8981 Lilly Road, Menomonee Falls, WI 53051, (the “Company”) and /s/ Mary T. Zak-Kowalczyk ,(the “Employee”).

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. 2011 CASH INCENTIVE COMPENSATION AWARD AGREMENT (March 8th, 2011)

THIS CASH INCENTIVE COMPENSATION AWARD AGREEMENT (the “Award Agreement”) is entered into as of March 2, 2011, between Assisted Living Concepts, Inc. (“ALC”) and [EMPLOYEE NAME] (“Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, ALC and Employee agree as follows.

Assisted Living Concepts Inc – ASSISTED LIVING CONCEPTS, INC. 2011 TANDEM STOCK OPTION/STOCK APPRECIATION RIGHTS AWARD AGREEMENT (March 8th, 2011)

This Tandem Stock Option/Stock Appreciation Rights Award Agreement (the “Award Agreement”) is entered into as of March 2, 2011, between Assisted Living Concepts, Inc. (“ALC”) and Employee pursuant to the Assisted Living Concepts, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”). In consideration of the mutual promises and covenants made in this Award Agreement and the mutual benefits to be derived from this Award Agreement, ALC and the Employee agree as follows:

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Continued Private Pay Strategy Successes; Completes Re-Financing (March 4th, 2011)

•   Increased Adjusted EBITDAR as a percent of revenues to record levels of 35.7%, up from 34.1% and 34.5% in the fourth quarter of 2009 and the third quarter of 2010, respectively

Assisted Living Concepts Inc – $125,000,000 CREDIT AGREEMENT DATED AS OF FEBRUARY 18, 2011 AMONG ASSISTED LIVING CONCEPTS, INC., AS BORROWER, COMPASS BANK, FIRSTMERIT BANK, N.A., AND HARRIS N.A., AS DOCUMENTATION AGENTS, THE LENDERS AND L/C ISSUERS PARTY HERETO, and (February 22nd, 2011)

This CREDIT AGREEMENT, dated as of February 18, 2011, is entered into among ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), the Lenders (as defined below), the L/C Issuers (as defined below) and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).

Assisted Living Concepts Inc – GUARANTY AND SECURITY AGREEMENT Dated as of February 18, 2011 among ASSISTED LIVING CONCEPTS, INC. and ALC REAL ESTATE, LLC, ALC PROPERTIES II, INC., and TEXAS ALC II, INC. AND EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (February 22nd, 2011)

THIS GUARANTY AND SECURITY AGREEMENT, dated as of February 18, 2011, by ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Borrower”), ALC REAL ESTATE, LLC, a Wisconsin limited liability company, TEXAS ALC II, INC., a Nevada corporation, ALC PROPERTIES II, INC., a Nevada corporation, and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of U.S. Bank National Association (“U.S. Bank”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Provides Supplemental Financial Information Regarding its Owned and Leased Properties (January 3rd, 2011)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) today released supplemental financial information for the quarter and nine months ended September 30, 2010. This supplemental information is intended to provide investors, analysts and interested parties with further detail regarding ALC’s owned versus leased portfolio of properties.

Assisted Living Concepts Inc – Assisted Living Concepts, Inc. Announces Continued Private Pay and Operating Margin Successes; Completes Financing and Acquisition of Nine Previously Leased Residences (November 2nd, 2010)

Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported net income of $4.6 million ($0.39 per diluted common share) in the third quarter of 2010 as compared to net income from continuing operations and net income of $4.2 million ($0.36 per diluted common share) and $3.4 million ($0.29 per diluted common share), respectively, in the third quarter of 2009.

Assisted Living Concepts Inc – PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS By and Between HCP, INC., a Maryland corporation and TEXAS HCP HOLDING, L.P., a Delaware limited partnership and TEXAS HCP SEVEN HOLDING, L.P., a Delaware limited partnership each, a “Seller,” and collectively, as “Sellers” and ASSISTED LIVING CONCEPTS, INC., a Nevada corporation and ALF PARTNERS, L.P., a Texas limited partnership each, a “Buyer,” and collectively and jointly and severally, as “Buyers” (October 13th, 2010)

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of October 11, 2010 (the “Effective Date”), by and between HCP, Inc., a Maryland corporation (formerly known as Health Care Property Investors, Inc.) (“HCP”), TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”), and TEXAS HCP SEVEN HOLDING, L.P.,a Delaware limited partnership (“Texas Seven”; and together with Texas HCP and HCP, collectively, the “Sellers,” and each, a “Seller”), on the one hand, and ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (“ALC”) and ALF PARTNERS, L.P., a Texas limited partnership (“ALF,” and together with ALC, collectively and jointly and severally, “Buyers,” and each, a “Buyer”), on the other hand, as follows:

Assisted Living Concepts Inc – AMENDED AND RESTATED GUARANTY AGREEMENT (September 30th, 2010)

This AMENDED AND RESTATED GUARANTY AGREEMENT amends, replaces and supersedes the original Guaranty Agreement dated June 12, 2009. In order to induce TCF NATIONAL BANK, a national banking corporation (the “Bank”), to make certain loans in the amount of: (a) Thirteen Million Five Hundred Sixty Thousand Eight Hundred Twenty and 23/100 Dollars ($13,560,820.23); and (b) Twelve Million Dollars Two Hundred Fifty Thousand and 00/100 Dollars ($12,250,000.00) (the “Loans”); to ALC THREE, LLC, a Wisconsin limited liability company (the “Borrower”), pursuant to an Amended and Restated Loan Agreement dated September 30, 2010 between the Borrower and the Bank, (the “Loan Agreement”), the obligation for repayment of which Loans are evidenced by two (2) separate promissory notes of even date herewith from the Borrower, as maker, to the Bank, as holder (refereed to herein together with any and all amendments, extensions, modifications, substitutions, replacements, refinancings, conversions or renewals

Assisted Living Concepts Inc – AMENDED AND RESTATED LOAN AGREEMENT (September 30th, 2010)

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “2010 Agreement”) is made and entered into and is effective as of September 30, 2010 (the “Effective Date”), for the purpose of amending, restating and superseding the original Loan Agreement dated June 12, 2009 (the “2009 Agreement”), by and between ALC THREE, LLC, a Wisconsin limited liability company (the “Borrower”), Borrower’s parent company, ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Guarantor”) and TCF NATIONAL BANK, a national banking association (the “Bank”).