COMMITMENT LETTER AND LOAN AGREEMENT
June 18, 1997
Front Range Assisted Living, L.L.C.
d/b/a Evergreen Gardens of St. George
Robert A. Brooks, Managing Member
260 N. Rock Road, Suite 260
Wichita, KS 67206
Dear Mr. Brooks:
We are pleased to inform you that Emprise Bank N.A., (herein
"Bank") has approved the following loan pursuant to the terms and conditions set
forth in this Commitment Letter, which shall also serve as the Loan
Agreement between the parties (herein referred to as the "Commitment
Letter").
1. Borrower. The Borrower will be Front Range Assisted Living,
L.L.C. d/b/a Evergreen Gardens of St. George (herein the "Borrower"). The
Managing Member of Borrower is Robert A. Brooks. (herein "Brooks").
2. Project Description. The Borrower is a Kansas Limited
Liability Company organized to engage in the operation of assisted living
residences in St. George, Utah, development of real estate property located
at 220 South 1200 East Street, St. George, Utah, and to build thereon, a
thirty-eight (38) unit assisted living facility. A survey, legal
description, and site plan of the real estate are attached hereto as
Exhibits "A", "B", and "C", respectively.
All of the foregoing shall herein collectively be referred to as
the "Project". References in this Commitment Letter to the "Real Estate"
shall mean all the real property described above or otherwise acquired by
Borrower and all improvements located and to be constructed thereon, a
portion of which shall be constructed with the proceeds of the loan
described in the Commitment Letter.
The loan described in paragraph 3 of this Commitment Letter may be
used by the Borrower for any one or all of the following uses, but for no
other and strictly in accordance with the requirements of the various loan
documents to be prepared and executed in connection with this lending
transaction:
a. Construction of a thirty-eight (38) unit assisted living
facility at 220 South 1200 East Street, St. George, Utah of approximately
$1,800,000.00, and
b. Payment of "soft costs" and site improvement expenses
associated with the development of Borrowees assisted living facility
project including legal, financing, engineering, and architectural fees and
other contingencies as approved by the Bank of approximately $63,000.00, and
c. Purchase of furniture and appliances of the types described in
exhibit "D" in an amount of approximately $137,000.00.
Construction of the Project shall be completed by September 1,
1998.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 2
3. Approved Loan. The approved Loan to the Borrower is a
$2,000,000.00 construction loan (herein the "Loan"). All unpaid principal
and accrued interest shall be due and payable September 1, 1998. The
initial interest rate shall be 9.50% and shall be variable at the lowest
rate designated as the "Prime Rate" in the "Money Rates" column of the Wall
Street Journal, Southwest Edition plus a margin of one percent (1%).
Interest shall be calculated on the basis of the actual number of days
elapsed over a year of 365 days, and shall be computed daily. Borrower
shall pay a loan commitment fee of one and one-half (1.5%) percent of the
loan commitment amount and this fee shall be due and payable at the time the
loan is closed.
Borrower shall make monthly interest payments on the Loan, with the
first payment due on the first day of the month, thirty (30) days after the
initial advance of funds hereunder. The Borrower will pay the net bond
sales proceeds to Bank from the sale of bonds issued by MMR Investment
Bankers, Inc. to be applied against the Loan's outstanding balance of
principal or interest. Borrower may utilize bond sale proceeds as outlined
in the Use of Funds section of the Offering Prospectus.
The Borrower may prepay the principal of the Loan together with all
accrued interest thereon in whole or in part at any time without penalty.
4. Conditions Precedent to Advances of Draws Against the Loan.
Upon written request by Borrower, and subject to the terms and conditions of
this Agreement, Bank will, from time to time, advance funds to Borrower.
Construction draw advances shall be made by Bank by issuing a Cashiers Check
made jointly payable to Borrower and Contractor and forwarding said
Cashier's Check directly to Borrower who in turn will endorse said check and
promptly forward it to the Contractor. Other advances shall be made by Bank by
depositing the loan funds into a special account with Bank, to be used by
Borrower to pay other bills, expenses and/or invoices associated with this
project. The following shall be conditions precedent to Bank's
obligation to made each advance or draw under the Loan to finance the
construction of the improvements contemplated by the Project:
a. Execution of a Borrower's Construction Loan Certificate, in a
form acceptable to Bank certifying, among other things, that there are no
defaults under any applicable loan agreement; that construction of the
Project is being diligently pursued; that the quality, design, and
construction of the Project are in accordance with the approved plans and
specifications; that there have been no material changes in the approved
plans and specifications except those approved by the Bank and any required
governmental agency, and also by those insurers providing insurance
protection with respect to the Project; that all applicable laws and
ordinances have been and will be complied with and that the construction of
the Project will be completed on schedule and within budget.
b. Receipt by Bank of an Application and Certificate for Payment
by Borrower's architect, general contractor or subcontractors, in a form
acceptable to Bank which shall include, but not necessarily be limited to, a
statement of the adjusted total contract price for the contractor and
any subcontractor, a statement of the percent of work completed and the
materials stored, a statement of retainage and amount requested and the
balance to be paid to any such contractor for the remainder of the Project.
Such application shall also contain a statement by the contractor
that the monies due and owing are for labor and materials supplied in
conformity with the Project plans and specifications.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 3
c. Receipt by Bank of all applicable lien waivers from lienable
parties in a form acceptable to the Bank.
d. Bank, or its agents, shall have the right to inspect the
Project at reasonable times to ascertain the progress of the construction of
improvements contemplated by the project and to allow the Bank to make such
other determinations as it may reasonably require as a condition to
allowing additional draws under the Loan.
e. Receipt by Bank of an update of the survey required under
paragraph 5(g) hereof if requested by Bank as a condition to any draw
request.
f. Receipt by Bank of an amended commitment for title insurance
"down dated" from the date of the original commitment as described in
paragraph 5(c) hereof.
g. Receipt by Bank of evidence that members of Borrower have
injected and/or pledged cash or the cash equivalent of $600,000.00 into this
Project. Bank and Borrower agree that members injection/pledge will be as
follows: Land which cost $200,000.00, Soft cost expenses for architectural,
geotechnical, engineering, etc. totalling $136,000.00, Developers overhead
costs which total $100,000, Assignment of an Emprise Bank Certificate of
Deposit in the amount of $108,500 and Assignment of an American Mutual Fund
with a current market value of approximately $59,700.
5. Conditions Precedent to Loan Closing. As a condition
precedent to Bank's obligation to close the loan transaction contemplated
herein, Borrower must provide the Bank with the following:
a. Receipt by Bank of a certified copy of Borrower's Limited
Liability Company Agreement showing the names of all limited members and
Certificate of Assumed Name containing all recording information.
b. Receipt by Bank of a certified copy of a Limited Liability
Company Resolution authorizing the borrowing described in paragraph 3, the
granting of security in paragraph 6 and the execution of all necessary
documents described in paragraph 10 thereof.
c. Receipt of a Commitment for a mortgagee's title insurance
policy in the amount of the Loan described in paragraph 3 of the Agreement
issued by a title insurance company acceptable to Bank showing the Borrower
as having fee simple title to the Real Estate subject only to a Deed of
Trust or Mortgage granted by Borrower in favor of Bank and current real
estate taxes which are not yet due and payable. Such commitment shall
insure against either violations of existing zoning ordinances and
regulations or shall certify such zoning ordinances and regulations in
sufficient detail that it can be ascertained that there is no violation
thereof on the construction of the improvements on the Premises. The
commitment shall specifically waive all of the standard preprinted general
exceptions (normally listed in Schedule B of the commitment), including
liens, encroachments, and rights of other parties not of record as of the
date of the commitment. Upon request by Bank, Borrower shall deliver to
Bank satisfactory evidence from such title company acknowledging payment in
full for all premiums, costs, and expenses for issuance for such commitment
and the final policy of insurance to be issued thereto.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 4
d. Receipt by Bank and/or title Company of such vendor's
affidavits, partial or final lien waivers and other documents as shall be
required by Bank and/or the title insurance company, to cause said
mortgagee's title insurance policy to be issued.
e. Preparation and proper execution of documentation considered
necessary by Bank and its legal counsel to evidence the respective
obligations of the parties, which documentation shall include, but not
necessarily be limited to, those documents listed in paragraph 10 hereof.
f. Borrower shall establish and maintain a satisfactory
depository account with Bank.
g. Receipt by Bank of an A.L.T.A. minimum standard detail survey
of the Real Estate, in form and content satisfactory to the Bank and/or
Title Company, prepared by a registered land surveyor showing the proposed
location of the building to be erected by the Borrower and adjacent parking
area which location shall be determined by stakes or other customary means
to mark the proposed boundaries of the improvements to be located on the
Premises.
h. Receipt by Bank of a copy of all permits or approvals required to
be received by Borrower from any local, state or federal government,
agency or commission, which permits or approvals are required as a condition
precedent to the commencement or continuation of the improvements
contemplated by the Project.
i. Receipt by Bank of a copy of Borrower's Certificate of Good
Standing evidencing that Borrower is a duly formed Limited Liability
Company, who is organized and in good standing with regard to the laws of
the State of Kansas.
j. Receipt of an appraisal prepared by an SRA appraiser, or other
person approved by Bank, indicating projected property fair market values
upon completion of the improvements contemplated by the Project which
projected values will be acceptable to the Bank.
k. Receipt by Bank of Borrower's proposed draw schedule
indicating the timing of each draw under the loan and the proposed
allocation of the draw to payment of the various contracts, subcontracts and
soft costs contemplated by the Project. Such draw schedule shall set forth
the total amount of each contract and subcontract contemplated to be
executed in connection with the Project.
l. Receipt by Bank of a copy of the building permit(s) covering
the Project.
m. Receipt by Bank of insurance certificates indicating that
Borrower has secured insurance for fire and extended coverage with a
standard mortgagee's clause, liability, workers compensation and builder's
risk non-reporting insurance during the construction period, all issued
by companies and in amounts reasonably acceptable to the Bank. Borrower
and/or Contractor shall be required to provide performance or completion
bonds with respect to the Project.
n. Receipt by Bank of executed copies of all construction
contracts and subcontracts, plans, specifications, change orders, invoices,
bids and estimates which may be reasonably required by Bank.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 5
o. Receipt by Bank of evidence, satisfactory to Bank and/or Title
Company and Bank's legal counsel, that Borrower has or will secure all
easements and street, sidewalk and alley vacations, necessary to accomplish
the satisfactory completion of the Project.
p. Receipt by Bank of an environmental Phase I study, by a
qualified environmental firm, showing no sign of environmental hazardous
materials provided, however, that if the Phase I so requires, a Phase II
report may be required by the Bank.
q. Receipt by Bank of a properly signed and executed
Participation Agreement and Certificate whereby First National Bank, Quinter
agrees to participate in this loan up to $1,050,000.00.
r. Receipt by Bank of a properly signed and executed agreement
between Bank and Colonial Trust Company, Trustee of the Bond issue. This
"Agreement Between Lienholders" shall be in a form and substance acceptable
to both Bank and Colonial Trust Company.
s. Receipt by Bank of a properly signed and executed
"Underwriting Agreement" between Borrower and MMR Investment Bankers, Inc.
providing for the sale of $2,500,000 of Bonds representing the permanent
financing for this Project. This Underwriting Agreement shall be in a form
and substance acceptable to Bank.
6. Security for Repayment of the Loan. Repayment of the Loan
referred to in paragraph 3 shall be secured by the following security
devices:
a. Borrower shall grant to Bank and the Trustee for the bonds, a
Co-First Deed Of Trust or Mortgage lien on the Real Estate. In order to
evidence such lien, Borrower agrees to execute and deliver to Bank a Deed Of
Trust or Mortgage in form and substance acceptable to Bank and its legal
counsel.
b. Borrower shall grant to bank a security interest in all
tangible and intangible personal property and fixtures associated with this
project.
c. Robert A. Brooks shall unconditionally guaranty all
outstanding indebtedness of Borrower to Bank to the extent of $340,000.00 by
executing a guaranty in form and content acceptable to Bank and its legal
counsel. Said individual is hereafter sometimes referred to as "Guarantor".
d. Borrower and/or Guarantor(s) will make an assignment of life
insurance policies, in the amount of their Guaranty(s), on the life of each
Guarantor. Each such policy of life insurance shall be assigned to Bank to
the extent of any outstanding indebtedness of Borrower to Bank.
7. Representations and Warranties. As a further condition
precedent to Bank's obligation to make the Loan described in paragraph 3
above, Borrower represents and warrants to Bank as follows:
a. Borrower is a Limited Liability Company duly organized and
validly existing under the laws of the State of Kansas.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 6
b. There does not exist at the time the Loan is made any default
or violation by Borrower of or under any of the terms, conditions, and
obligations of its Limited Liability Company Agreement, any contract to
which it is a party, any law under which it is bound or of any of the terms
and conditions of the documentation required under the provisions of
paragraph 10 of this Commitment Letter.
c. Borrower has filed all returns and reports that are required
to be filed by it in connection with any federal, state, or local taxing
authority, and has and will pay promptly all taxes, assessments, and
governmental charges as and when due.
d. Borrower has full power and authority to enter into the
transaction provided for in this Commitment Letter and has been duly
authorized to do so by appropriate action of its members.
e. The financial records previously submitted by Borrower to the
Bank as its basis for this credit approval are true, complete, and to the
best of Borrower's belief accurate statements as of the date stated therein
of its respective financial condition, net worth, and description and
projections with respect to the Project and the Borrower. There has been no
material change in the financial condition of the Borrower, the Project or its
financial projections, since the effective date of the last financial
information so furnished, which change has not been reported to the Bank in
writing.
f. As of the date of the Loan referred to in paragraph 3 above,
there are no actions, suits, proceedings, or governmental investigations
pending against Borrower and/or Borrower's managing member.
g. No pollutants or other toxic or hazardous substances,
including any solid, liquid, gaseous, or thermal irritant or contaminant,
such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste,
including dispersed, released, stored, treated, generated, disposed of , or
allowed to escape (collectively referred as the "incident") on the Real
Estate.
h. No asbestos or asbestos-containing materials have been
installed, used, incorporated into, or disposed of on the Real Estate.
i. No polychlorinated biphenyls ("PCBs") are located on or in the
Real Estate, in the form of electrical transformers, fluorescent light
fixtures with ballasts, cooling oils, or any other device or form.
j. No underground storage tanks are located on the Real Estate or
were located on the Real Estate and subsequently removed or filled.
k. The Borrower agrees to indemnify and hold bank harmless
against any and all claims, liabilities, losses and damages (including legal
fees) Bank my incur as a result of private or governmental actions alleging
the pollution or contamination of any of the Collateral. This indemnity
shall survive the termination of this Agreement.
l. No investigation, administrative order, consent order and
agreement, litigation, or settlement (collectively referred to as the
"action") with respect to substances is proposed, threatened, anticipated or in
existence with respect to the Real Estate.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 7
m. The Real Estate and Borrower's operations at the Real Estate
are in compliance with all applicable federal, state and local statues, laws and
regulations. No notice has been served on Borrower concerning the Real
Estate, from any entity, governmental body, or individual claiming
any violation of any law, regulation, ordinance or code, or requiring
compliance with any law, regulation, ordinance or code, or demanding payment or
contribution for environmental damage or injury to natural resources.
8. Negative Covenants. Borrower, during the term of any
indebtedness of Borrower to the Bank, will not without the Bank's prior
written consent, which consent will not be unreasonably withheld:
a. Borrower will not incur any indebtedness except: (1)
indebtedness for this Project outlined in this Loan Commitment described in
paragraph 3, including indebtedness created from the sale of bonds
through MMR Investment Bankers, or open account obligations incurred in the
ordinary course of business for this project.
b. Borrower will not create, assume or allow to exist any
mortgage, deed of trust, pledge, encumbrance or other security interest or
lien upon any of the assets of this project, now or hereafter acquired by
it, other than the security provided Bank hereunder.
c. Borrower will not guarantee, endorse, or become contingently
liable for the obligations of any other person, firm or corporation except
for indebtedness described in 8(a) above.
d. Borrower will not pay any draws, salaries, dividends,
construction management fees, or other fees, or make any distributions of
income other than dividends in the amount sufficient to cover investors
income taxes resulting from the performance of the Project, without Bank
approval, so long as there is any indebtedness of the Borrower to Bank.
e. Borrower will not sell or otherwise dispose of all or any
material part of its business, property, or assets, or sell any of its
assets with the understanding or agreement that such property shall be
leased back to the Borrower.
f. Borrower will not reorganize, merge, consolidate with, or
acquire all or substantially all of the assets of any other entity, or
otherwise make any substantial change in its capitalization or the general
character of its business.
g. Borrower will not permit a change in its majority ownership to
occur.
h. Borrower will not make any loans or advances, including any
loans or advances to any officer or employee, its affiliates or
subsidiaries.
i. Borrower will not assign or transfer any of its rights under
this Agreement.
9. Affirmative Covenants. Borrower and, when applicable, the
Guarantor, agree that during the term of the Loan described in paragraph 3
above, or during the period of any indebtedness of Borrower to Bank, it or
they will:
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 8
a. Borrower will maintain accurate books of account, making same
available to Bank on request. Borrower shall provide Bank with internally
prepared monthly financial statements consisting of a balance sheet and
statement of profit and loss, which monthly financial statement shall be
provided within fifteen (15) days after month-end, and, Borrower shall
further provide Bank with annual financial statements consisting of a
balance sheet and statement of profit and loss, and a statement of changes
in financial position reviewed with full disclosure by a certified public
accountant acceptable to Bank, which reviewed annual financial statement
shall be provided to Bank within sixty (60) days after fiscal year end.
The Borrower will notify its accountants in writing that the Bank
intends to rely upon the financial information prepared by said accountants
on behalf of the Borrower in determining whether to make the Loan
contemplated herein, including any advance, renewal or any part thereof.
b. Borrower will pay and discharge, when due, all indebtedness
and all taxes, assessments, charges, levies and other liabilities imposed
upon it, its income and profits, property or business.
c. Borrower will keep its insurable real and personal property
insured in an amount at least equal to the unpaid balance of principal and
accrued interest on the Loan with responsible insurance companies against
loss or damage by fire, windstorm and other hazards with a Lenders Loss
Payable clause drawn in favor of the Bank, and provide Bank with copies of
all such policies. If such insurance is not maintained by the Borrower,
then Bank has the right, but not the duty, to effect such coverage at the
Borrower's expense.
d. Borrower will comply with all laws applicable to it and to
the operation of business and do all things necessary to maintain in good
standing its limited liability company.
e. Borrower and Guarantor(s) will notify the Bank of any
litigation brought against either of them.
f. Guarantor(s), on an annual basis, shall furnish Bank with
true and complete financial statements in a form acceptable to the Bank and
a copy of his/their most recent Federal Income Tax Return.
10. Loan Documentation. In consideration of the Loan described in
paragraph 3 above, the parties agree to execute the following documents in a
form acceptable to the Bank and its legal counsel, and such other documents
as the Bank may reasonably request to carry out the intent of this
Commitment Letter:
Documents to be executed by Borrower
Promissory Note
Deed of Trust or Mortgage
Security Agreement
Financing Statements
Assignment of Life Insurance
Documents to be executed by the Guarantor/Member(s)
Guaranty
Hypothecation Agreement
Assignment
Documents to be executed by Others
Underwriting Agreement
Agreement Between Lienholders
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 9
11. Events of Default and Remedies
a. An "event of default" shall exist if any one or more of the
following occurs:
1. Failure of Borrower to make any payment when due on the
loan and/or extension of credit contemplated herein or on any note,
obligation, or undertaking of Borrower to Bank which continues for 10 days
after notice thereof is delivered by Bank to Borrower.
2. Default in the performance of any covenant, agreement,
obligation, warranty or provision contained in this Loan Agreement, any of
the Loan Documents, or any other instrument, agreement, or undertaking of
Borrower to Bank which continues for 10 days after notice thereof is
delivered by Bank to Borrower.
3. Default in the performance of any covenant, agreement,
obligation, warranty, or provision contained in any instrument, agreement,
obligation or undertaking of Borrower, including the bonds as described
herein, the effect of which is to permit such obligation to be declared or
otherwise to become due prior to its stated maturity.
4. Any warranty, representation, financial information, or
statement made or furnished to Bank by Borrower is false in any material
respect when made or furnished.
5. A material adverse change, as reasonably determined by
Bank, has occurred in the financial condition of Borrower from the date of
this Loan Agreement.
6. If any judgment against Borrower, or seizure,
garnishment, attachment or other levy against the property of the Borrower
remains unpaid, unstayed on appeal, undischarged, unbonded or dismissed for
a period of 10 days.
7. Dissolution or termination of the existence of
Borrower.
8. The insolvency or business failure of, the commencement of
any involuntary bankruptcy proceedings by or against, or the filing of a
petition for the appointment of a receiver for all or any part of the
property of the Borrower, provided, however, in the event of the
commencement of any involuntary bankruptcy proceeding against Borrower or
the filing of a petition for the appointment of a receiver, the same shall
not constitute a default hereunder unless the same are not dismissed within
10 days after such petition is filed.
Initials /S/RAB /S/RW
--------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 10
b. Remedies. Bank may, at its option and without presentment,
protest, or demand of any kind to Borrower, all of which are expressly
waived by Borrower, immediately declare due and payable all liabilities and
obligations of Borrower to Bank, cease extending credit or making advances
of any kind to Borrower, and exercise any and all rights and remedies
possessed by Bank, including foreclosure of the deed of trust, mortgages,
security interest, and liens granted to Bank in the Loan Documents, or
which may be provided to Bank by law or equity.
12. Payment of Expenses. Borrower will pay the Bank at the time
of closing, a reasonable sum for expenses and attorney fees incurred by the Bank
in connection with the preparation and execution of the various loan
documents. IN addition, Borrower shall provide the Bank with proof of
payment of the premium for a mortgagee's title insurance policy as required by
this Commitment Letter. Borrower further agrees to pay all expenses
necessary to properly record or perfect the mortgages and security
agreement executed in connection with this loan transaction.
13. Effective Date. The effective date of this Commitment Letter
shall be June 18, 1997. The Bank's commitment as detailed in this
Commitment Letter shall become effective upon acceptance by the Borrower
and those par-ties required to sign the Acceptance which is made a part of
this Commitment Letter. Once accepted, this Commitment Letter shall remain
binding on the parties for a period of sixty (60) days from June 18, 1997. In
the event that the loan transaction contemplated by this Commitment
Letter has not been closed within such sixty (60) day period, this
commitment shall automatically be withdrawn, without the need of further
notice to Borrower or Guarantor, and shall thereafter be of no force and
effect.
14. Closing. The loan closing shall occur at a time convenient
to the parties, but no later than the expiration date of this Loan
Commitment. The closing shall occur at the offices of the Bank located at
1200 Main, Hays, KS 67601.
It is agreed that this Commitment Letter shall serve as the Loan
Agreement between and among the parties hereto and shall be binding upon
the heirs, successors and assigns of the Borrower. The Bank shall not be
deemed to have waived any of its rights upon or under the Loan, or
Collateral, unless such waiver be in writing and signed by the Bank. No
delay or omission on the part of the Bank in exercising any rights shall
operate as a waiver of such right or any other right. A waiver on any one
occasion shall not be construed as a bar to, or waiver of, any right on any
future occasion. This Commitment letter shall, in all respects, be
governed by and construed in accordance with the laws of the State of
Kansas. It may not be assigned by the Borrower or the Bank without the
other's written consent except that the Bank may sell a participation in
this loan to another lender without Borrower's consent but, at all times,
Borrower shall be required to deal only with Bank in connection with the
administration of the loan(s) described in Paragraph 3 herein.
Initials /S/RAB /S/RW
-------------
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 11
It is agreed that this Commitment Letter / Loan Agreement will be
executed in multiple counterparts, each of which shall be deemed original.
THIS LOAN AGREEMENT, TOGETHER WITH THE LOAN DOCUMENTS, ARE
THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN THE BANK AND THE
BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR
CONTEMPORANEOUS ORAL AGREEMENT BETWEEN US. BANK AND BORROWER
HEREBY ACKNOWLEDGE AND AFFIRM THAT NO SUCH UNWRITTEN, ORAL
AGREEMENTS EXIST.
Very truly yours,
/S/Randy Walker
Randy Walker
Senior Vice President
/S/RAB
Commitment Letter & Loan Agreement
Evergreen Gardens, St. George / Page 12
ACCEPTANCE
The undersigned acknowledge that they have reviewed the terms and
conditions contained in the above and foregoing Commitment Letter and Loan
Agreement, and agree and assent to the terms and conditions contained
therein.
Dated this 20th day of June, 1997
"BORROWER"
Front Range Assisted Living, L.L.C.
d/b/a Evergreen Gardens of St. George
BY: /S/Robert A Brooks
---------------------------------------
Robert A. Brooks, Managing Member
"GUARANTOR"
Robert A. Brooks, Individually
By: /S/Robert A Brooks
---------------------------------------
Robert A. Brooks, Individually
Initials /S/RW
-------------
EXHIBIT "B" - LEGAL DESCRIPTION
Beginning at a point which lies North 0*41'53" East 250.52 feet along the
Center Section line from the Center of Section 29, Township 42 South, Range 15
West, Salt Lake Base and Meridian, and running thence North 0*41'53"
East 239.25 feet to a point on the Southerly Right of Way line of 200 South
Street, said point being also on a curve to the right, the radius point of
which bears South 40*04'43" East, 35.36 feet distant; thence Northeasterly
along said Right of Way and the arc of said curve through a central angle
of 41*40'1 7", a distance of 25.72 feet to the point of tangency; thence
South 88*24'46" East 309.92 feet along said Right of Way to the point of a
20.00 foot radius curve on the right; thence Southeasterly along said Right of
Way and the arc of said curve through a central angle of 90*00'00", a
distance of 31.42 feet to the point of tangency, said point being also on
the Westerly Right of Way of 1200 East Street; thence South 1*35'34" West
228.1 7 feet along said Westerly Right of Way; thence North 88*24'26" West
349.69 feet to the point of beginning.
Initials /S/RAB /S/RW
-------------