MASTER LEASE AGREEMENT Between KANSAS-LTC CORPORATION, as Lessor and ALTERRA HEALTHCARE CORPORATION, as Lessee Dated: December 15, 2002Master Lease Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • California
THIS MASTER LEASE AGREEMENT (this "Lease") is made effective as of December 15, 2002, by and between KANSAS-LTC CORPORATION, formerly known as Coronado Corporation, a Delaware corporation ("Lessor"), and ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Lessee"), subject to the terms, conditions and contingencies set forth below.
AMENDED AND RESTATED LEASE Between LTC-K2 LIMITED PARTNERSHIP, as Lessor and ALTERRA HEALTHCARE CORPORATION, as Lessee Dated: December 15, 2002Lease • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • California
THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of December 15, 2002, by and between LTC-K2 LIMITED PARTNERSHIP, a Delaware limited partnership, successor-in-interest to LTC Properties, Inc., a Maryland corporation ("Lessor"), and ALTERRA HEALTHCARE CORPORATION, a Delaware corporation, successor-in-interest to Sterling House Corporation, a Kansas corporation ("Lessee"), subject to the terms, conditions and contingencies set forth below.
INTERCREDITOR, STANDSTILL AND SUBORDINATION AGREEMENTIntercreditor, Standstill and Subordination Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • New York
WHEREAS, pursuant to that certain Loan Agreement dated as of March 31, 1998, as amended by (i) that certain First Amendment to Loan Agreement and Reaffirmation Agreement dated as of August 28, 1998, (ii) that certain Second Amendment to Loan Agreement and Reaffirmation Agreement dated as of April 7, 2000 and (iii) that certain Modification and Reaffirmation Agreement (the "Modification Agreement") dated as of December 26, 2002 and effective as of December 11, 2002 (as the same may be amended, restated, modified, extended and in effect from time to time, the "Senior Loan Agreement"), Senior Lender is the holder of a secured mortgage loan in the amount of $50,140,000 (the "Senior Loan") made to ALS-Venture I, Inc. ("Property Borrower"). The Senior Loan is secured, inter alia, by various mortgages/deed of trust (the "Mortgages"), which Mortgages encumber the parcels of real property described on Exhibit A attached hereto (each, a "Property", and collectively, the "Properties"). The Senior
DEBTOR-IN-POSSESSION CREDIT AGREEMENT among ALTERRA HEALTHCARE CORPORATION as Borrower, THE PERSONS IDENTIFIED HEREIN AS "LENDERS", as Lenders, and HOLIDAY RETIREMENT CONSULTING SERVICES LLC, as Agent. Dated as of January 22, 2003Credit Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • New York
PURCHASE AGREEMENTPurchase Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • Florida
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into this 27th day of December, 2002 by and between ALTERRA HEALTHCARE CORPORATION ("Alterra"), and ELDERLY LIVING IX, LIMITED PARTNERSHIP, a Nevada limited partnership ("Holding Co.").
AMENDED AND RESTATED ASSISTED LIVING CONSULTANT AND OPERATIONS AGREEMENTAssisted Living Consultant and Operations Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • Wisconsin
THIS AMENDED AND RESTATED ASSISTED LIVING CONSULTANT AND OPERATIONS AGREEMENT (this "Agreement") is made and entered on December 27, 2002, by and between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Alterra"), and AHC TENANT, INC., a Delaware corporation ("Client").
SIXTH MASTER AMENDMENTSixth Master Amendment • January 31st, 2003 • Alterra Healthcare Corp • Services-social services • Illinois
This SIXTH MASTER AMENDMENT (this "Master Amendment") dated as of December 27, 2002, by and among PITA GENERAL CORPORATION, an Illinois corporation ("Borrower"), ZC SPECIALTY INSURANCE COMPANY, a Texas corporation ("Surety"), CENTRE REINSURANCE (US) LIMITED, a Bermuda corporation, LASALLE BANK NATIONAL ASSOCIATION, as trustee for the holders of Commercial Mortgage Pass-Through Certificates Series 2000 - ZC2 (successor in interest to Greenwich Capital Financial Products, Inc., "Lender"), ALTERRA HEALTHCARE CORPORATION, a Delaware corporation ("Alterra"), AHC TENANT, INC., a Delaware corporation ("Lessee"), AHC ACQUISITION CO., a Delaware corporation and current owner of 100% of the issued and outstanding stock of Lessee ("Lessee Parent"), SELCO SERVICE CORPORATION, an Ohio corporation ("SELCO"), and BANK ONE, NATIONAL ASSOCIATION, a national banking association duly established with its principal corporate trust office located in Chicago, Illinois (formerly known as THE FIRST NATIONAL B
ContractModification and Reaffirmation Agreement Modification and Reaffirmation Agreement • January 31st, 2003 • Alterra Healthcare Corp • Services-social services
MODIFICATION AND REAFFIRMATION AGREEMENT MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) dated as of December 26, 2002, and effective as of December 11, 2002 (the “Modification Effective Date”) by and among ALS-VENTURE I, INC., a Delaware corporation having an address c/o Alterra Healthcare Corporation, 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (together with its permitted successors and assigns, “Borrower ”); ALTERRA HEALTHCARE CORPORATION, a Delaware corporation having an address at 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (together with its permitted successors and assigns, the “Guarantor ” and “Parent Pledgor”, as applicable); ALS-CLARE BRIDGE, INC., a Delaware corporation having an address at 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (together with its permitted successors and assigns, “Subsidiary Pledgor ”, and together with Borrower and Parent Pledgor, collectively, “Borrower Parties”); and CAPMARK SERVICES, L.P., a Texas limited pa
