1 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") dated as of July 22, 1997, made by and between ARV Assisted Living, Inc., a California corporation (the "Company"), Lazard Freres Real Estate Investors L.L.C., a New York limited...Stock Purchase Agreement • July 23rd, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities
RECITALSLoan Agreement • November 14th, 2002 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
by and amongStockholders Agreement • July 23rd, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities
WARRANTArv Assisted Living Inc • August 11th, 2000 • Services-nursing & personal care facilities • New York
10,000,000 TERM LOAN AGREEMENT DATED AS OF APRIL 24, 2000 AMONG ARV ASSISTED LIVING, INC. AS BORROWER AND LFSRI II ASSISTED LIVING LLC AS LENDERLoan Agreement • August 11th, 2000 • Arv Assisted Living Inc • Services-nursing & personal care facilities • New York
RECITALSPurchase and Sale Agreement • April 30th, 1999 • Arv Assisted Living Inc • Services-nursing & personal care facilities • Colorado
by and amongRegistration Rights Agreement • July 23rd, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
LAVRA, INC. 245 FISCHER AVENUE, SUITE D-1 COSTA MESA, CA 92626Arv Assisted Living Inc • January 17th, 1997 • Services-nursing & personal care facilities
1 EXHIBIT 10.18 SEPARATION AGREEMENT ("AGREEMENT")Separation Agreement • March 31st, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
DEED OF TRUSTArv Assisted Living Inc • April 1st, 2002 • Services-nursing & personal care facilities
Exhibit 10.107 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Agreement") is made this 19th day of February, 2002, by ARV ASSISTED LIVING, INC., a Delaware corporation ("Guarantor"), to and for the benefit of RED MORTGAGE CAPITAL, INC., an Ohio...Guaranty Agreement • August 9th, 2002 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
DEED OF TRUSTArv Assisted Living Inc • May 15th, 2001 • Services-nursing & personal care facilities
1 EXHIBIT 10.2 MULTIFAMILY NOTE US $11,209,000.00 June 30, 2000 FOR VALUE RECEIVED, the undersigned ("BORROWER") jointly and severally (if more than one) promises to pay to the order of BANC ONE CAPITAL FUNDING CORPORATION, an Ohio corporation, the...Arv Assisted Living Inc • August 11th, 2000 • Services-nursing & personal care facilities
1 2 3. Compensation. Consultant shall receive a one-time payment of $50,000 for services performed pursuant to this Agreement through the Termination Date. Such fee shall be paid to Consultant in twelve (12) equal monthly installments, payable in...Consulting Services Agreement • March 31st, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
SCHEDULE 14D-9 AMENDMENT NO. 1Arv Assisted Living Inc • November 14th, 2001 • Services-nursing & personal care facilities
andRights Agreement • August 14th, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities • Delaware
1 EXHIBIT 10.99 DEED OF TRUST NOTEArv Assisted Living Inc • May 15th, 2001 • Services-nursing & personal care facilities
R E C I T A LEmployment Agreement • June 30th, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
AGREEMENT ---------Executive Employment Agreement • August 14th, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities
by and amongStock Purchase Agreement • July 23rd, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
CALIFORNIA)Arv Assisted Living Inc • August 9th, 2002 • Services-nursing & personal care facilities
New York, New York March 28, 1996 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Dear Sirs: ARV Assisted Living, Inc., a California corporation (the "Company"), proposes to issue and sell to you (the "Purchaser"), upon the...Arv Assisted Living Inc • January 14th, 1997 • Services-nursing & personal care facilities • New York
1 EXHIBIT 10.94 DEED OF TRUST NOTEArv Assisted Living Inc • May 15th, 2001 • Services-nursing & personal care facilities
1 EXHIBIT 10.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStock Purchase Agreement • November 6th, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
RECITALSRights Agreement • November 14th, 2002 • Arv Assisted Living Inc • Services-nursing & personal care facilities • Delaware
1 EXHIBIT 10.14 FINOVA SCHEDULE TO MASTER LOAN AND SECURITY AGREEMENT BORROWER: BAY SPRING VILLAGE, LLC INN AT LAKEWOOD DEVELOPMENT, LLC LAUREL RIDGE DEVELOPMENT, LLC LYNNBROOKE-IRVINE, LLC ADDRESS: C/O ARV ASSISTED LIVING, INC. 245 FISCHER AVENUE,...Master Loan and Security Agreement • April 30th, 1999 • Arv Assisted Living Inc • Services-nursing & personal care facilities
1 Exhibit 10.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement ("Second Amendment") amends that certain Purchase and Sale Agreement (the "Agreement") by and between 270 Center Associates, Limited...Purchase and Sale Agreement • May 11th, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities
Exhibit 10.115 PROMISSORY NOTEArv Assisted Living Inc • November 14th, 2002 • Services-nursing & personal care facilities
1 Exhibit 10.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement ("Amendment") amends that certain Purchase and Sale Agreement (the "Agreement") by and between 270 Center Associates, Limited Partnership ("Seller"),...Purchase and Sale Agreement • May 11th, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities
R E C I T A LEmployment Agreement • August 14th, 1998 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
1 EXHIBIT 9.1 STOCKHOLDERS' VOTING AGREEMENTStockholders' Voting Agreement • November 6th, 1997 • Arv Assisted Living Inc • Services-nursing & personal care facilities • California
DEED OF TRUSTArv Assisted Living Inc • April 1st, 2002 • Services-nursing & personal care facilities
Project Number Mortgagee 143-22015 PM/ALF/REF Red Mortgage Capital, Inc., an Ohio corporation -------------------------------------------------------------- ------------------------- Amount of Mortgage Note Date $2,207,400.00 December 1, 2001...Agreement • April 1st, 2002 • Arv Assisted Living Inc • Services-nursing & personal care facilities
1 OFFER TO PURCHASE FOR CASH ANY AND ALL UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS OF SENIOR INCOME FUND L.P. FOR $5.90 NET PER UNIT BY LAVRA, INC., A WHOLLY-OWNED SUBSIDIARY OF ARV ASSISTED LIVING, INC. THE OFFER AND WITHDRAWAL...Arv Assisted Living Inc • December 23rd, 1996 • Services-nursing & personal care facilities
1 EXHIBIT 99.1 [LAZARD FRERES REAL ESTATE INVESTORS, L.L.C. LETTERHEAD] September 30, 1997 The Board of Directors ARV Assisted Living, Inc. 245 Fischer Avenue D-1 Costa Mesa, Ca 92626 Gentlemen: Lazard Freres Real Estate Investors, L.L.C. ("LFREI") is...Arv Assisted Living Inc • October 10th, 1997 • Services-nursing & personal care facilities
