LTC Properties, Inc.
300 Esplanade Drive
Suite 1860
Oxnard, California 93030
805.981.8655
FAX: 805.981.8663
March 30, 1998
Regent Assisted Living, Inc.
Bank of America Financial Center
121 S.W. Morrison, Suite 1000
Portland, Oregon 97204
Attention: Mr. Walter C. Bowen, President, CEO and Chairman
Re: Agreement to Purchase and Lease Assisted Living Residences
Dear Mr. Bowen:
LTC Properties, Inc. ("LTC") is pleased to advise you that LTC agrees,
through its wholly-owned subsidiary LTC West, Inc., a Nevada corporation ("LTC
West"), and subject to the parameters outlined in this letter and approval of
LTC's Board of Directors, to enter into a group of sale/leaseback transactions
with Regent Assisted Living, Inc., an Oregon corporation ("Regent"), with
respect to those certain properties described below (each a "Property" and
collectively, the "Properties"), and each of which Properties shall be improved
with an assisted living facility having that number of units indicated below.
The total cumulative purchase price to be paid by LTC West to Regent for the
Properties shall be Fifty-Four Million Six Hundred Ten Thousand Dollars
($54,610,000) (the "Total Purchase Price), and the purchase price with respect
to each Property (the "Specific Property Purchase Price") will be as follows:
Location Units Purchase Price
- -------- ----- --------------
Tucson, AZ 117 $9,000,000
Roseville, CA 93 7,200,000
Rio Rancho, NM 109 8,400,000
Henderson, NV 116 8,700,000
Austin, TX 117 8,500,000
Casper, WY 53 3,710,000
Cheyenne, WY 77 5,390,000
Laramie, WY 53 3,710,000
TOTALS 735 $54,610,000
As we have previously discussed, Regent will sell and assign all of its
right, title and interest in and to all real estate, tangible and intangible
personal property and fixtures comprising the Properties to LTC West, and LTC
West will purchase the Properties from
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 2
Regent and will lease the Properties to Regent or a wholly-owned subsidiary of
Regent ("Regent Sub"), all upon the following terms and conditions:
1. Purchase Price. LTC West shall pay Regent the Total Purchase Price in
connection with the purchase of all of the Properties. With respect to the
purchase of each individual Property, LTC West shall pay Regent the Specific
Property Purchase Price in the table set forth above. The Specific Property
Purchase Price shall be paid in all cash at closing with respect to LTC West's
purchase of each Property.
2. Determination of Properties; Property Application Materials. Regent and
LTC West anticipate that the Properties specifically listed in the table above
are the Properties that will be the subject of the transaction contemplated in
this commitment letter. In the event, however, that it becomes impossible or
impracticable for Regent to enter into the transactions contemplated in this
commitment letter with respect to one or more of the Properties listed in the
table above, including but not limited to as a result of the failure of a
contingency to LTC West's obligations hereunder as set forth in Paragraph 3,
hereof, then Regent shall have the right and the obligation to provide an
acceptable substitute property to LTC West in accordance with this Paragraph 2.
The determination of whether a proposed substitute property shall become a
Property subject to this commitment letter shall be made by LTC West in its sole
discretion based upon materials supplied by Regent. LTC West shall commence its
evaluation of each proposed substitute property submitted for approval by Regent
at such time as LTC West has received all of the following (collectively, the
"Property Application Materials") from Regent: (i) a copy of the market and
feasibility study for the applicable proposed substitute property prepared by a
consultant entirely acceptable to LTC West; (ii) Regent's proposed Specific
Property Purchase Price for the applicable proposed substitute property,
including a detailed breakdown of the hard and soft construction costs
comprising the Specific Property Purchase Price; (iii) a copy of the
geotechnical report with respect to the proposed substitute property; (iv) a
copy of a Phase I environmental site inspection report with respect to the
proposed substitute property dated not earlier than three (3) months prior to
the date of submission to LTC West and prepared by an environmental consultant
entirely acceptable to LTC West; (v) a budget for operation of the assisted
living facility on the proposed substitute property for the first twenty-four
(24) full months of operation; (vi) a copy of Regent's final, unconditional
certificate of occupancy (or other similar license or permit) with respect to
the assisted living facility located on the proposed substitute property; and
(vii) a copy of Regent's unconditional license to operate the assisted living
facility located on the proposed substitute property. Once all Property
Application Materials have been received by LTC West, LTC West shall determine
within five (5) business days whether LTC West will accept the applicable
proposed substitute property as one of the Properties subject to this commitment
letter.
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 3
3. Contingencies.
(a) LTC West's obligation to purchase the Properties and to consummate
the transactions contemplated in this commitment letter shall be expressly
contingent upon each of the following:
(i) the state of title to each of the Properties must be
acceptable to LTC West in LTC West's reasonable discretion, and
LTC West (at such time as LTC West acquires title to the
Property) shall have received an ALTA Owner's Policy of Title
Insurance-Extended Coverage - for each Property issued by Chicago
Title Insurance Company showing the fee interest in each Property
vested in LTC West subject only to those exceptions specifically
agreed to in writing by LTC West, and containing those
endorsements reasonably required by LTC West. In each case, the
title commitment shall be ordered through Ms. Sherry Strazz at
Chicago Title Insurance Company's office in Portland, Oregon,
with copies of all correspondence and title documents in
connection with such order to be routed through Ms. Laine Cheng
at Chicago Title Insurance Company's National Office in Los
Angeles, California;
(ii) LTC West shall have received an ALTA/ACSM Land Title Survey
of each Property and the improvements located thereon prepared by
a professional land surveyor entirely satisfactory to LTC West
and dated after substantial completion of the construction of the
assisted living facility on each Property, which survey shall be
certified to LTC, LTC West, Chicago Title Insurance Company and
to any other party which LTC West may reasonably require with the
following language:
"This is to certify that this map or plat and the survey on which
it is based were made (i) in accordance with "Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys," jointly
established and adopted by ALTA and ACSM in 1992, and includes
items 1, 2, 3, 6 (as to set back restrictions only), 8, 9, 10,
and 11 in Table A thereof; and (ii) pursuant to the Accuracy
Standards (as adopted by ALTA and ACSM and in effect on the date
of this certification) of an Urban Survey."
In addition, the record legal description of each Property must
appear on the survey of that Property, and any record easements
or
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 4
servitudes and covenants affecting each Property must be plotted
thereon;
(iii) LTC West shall have received a Phase I environmental site
assessment of each of the Properties addressed to LTC and LTC
West in form and content, and performed by an environmental
consultant, entirely acceptable to LTC West, and LTC West shall
have approved such Phase I environmental site assessment or
otherwise be satisfied that any recommendations set forth therein
will be satisfied by Regent prior to closing;
(iv) LTC West shall have received a UCC lien, judgment lien and
tax lien search dated after the date of substantial completion of
the assisted living facility on each Property evidencing that no
liens exist as to the personal property located on each Property
other than those liens previously approved in writing by LTC
West;
(v) LTC West shall be satisfied with the physical condition of
the assisted living facilities located on the Properties based on
a physical inspection of each Property by LTC West;
(vi) LTC West shall have received evidence acceptable to LTC West
that each of the Properties is properly zoned for use as an
assisted living facility without variance or conditional use
permit;
(vii) LTC West shall have received a corporate resolution of
Regent's Board of Directors authorizing Regent to enter into,
deliver and perform all of the documents and instruments
necessary to effect each of the sale/leaseback transactions
contemplated in this commitment letter, which corporate
resolution may cover multiple Properties; and to the extent
Regent Sub is the lessee under the applicable Lease, LTC West
shall have received a corporate resolution of Regent Sub's Board
of Directors authorizing Regent Sub to enter into, deliver and
perform all of the documents and instruments necessary to effect
each of the sale/leaseback transactions contemplated in this
commitment letter, which corporate resolution may cover multiple
Properties;
(viii) LTC West shall have received a Certificate of Good
Standing from the State of Oregon for Regent and from the state
of incorporation for Regent Sub and Certificates of Qualification
to
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 5
Do Business from the state in which each Property is located from
Regent and/or Regent Sub (as applicable);
(ix) LTC West shall have received a copy of the final and
unconditional certificate of occupancy with respect to each
Property and a copy of Regent's final and unconditional license
to operate the assisted living facility located on each Property
as a fully-licensed assisted living facility in the state in
which the applicable Property is located, and having not less
than the number of units specified for each Property in the table
above (or in the Property Application Materials (defined above)
submitted to LTC West in connection with a proposed substitute
property which becomes a Property);
(x) LTC West shall have received a copy of the market and
feasibility study with respect to the Property, and LTC West
shall have approved the market and feasibility study; and
(xi) LTC West, at its option, shall have conducted with respect
to each Property, and be satisfied with the results of, such
other standard due diligence as is customarily performed by LTC
West in connection with the acquisition of a fee interest in a
property improved with an assisted living facility.
4. Lease Term. LTC West will acquire each of the Properties and lease them
to Regent (or Regent Sub, as the case may be), at such time as the construction
of the assisted living facility on each Property is completed, the final and
unconditional certificate of occupancy and final and unconditional operator's
license with respect thereto issued and all other pre-conditions to closing have
been met with respect to said Property, but in no event shall any of said
purchase and sale transactions close later than June 30, 1998; provided,
however, that the outside closing date for the Property located in Austin, Texas
only shall be July 31, 1998. As a result, the parties anticipate that the
Properties will not all be acquired by LTC West at one time, and Regent's
obligation to pay Minimum Rent and other charges under each Lease will commence
concurrently with LTC West's acquisition of the Property to which the Lease
relates. For purposes of (i) cross-defaulting, (ii) the exercise of options to
extend the term of each Lease or (iii) other leasehold purposes, each of the
Leases shall be "packaged" with other Leases (each a "Package") as set forth
below between Regent (or Regent Sub) and LTC West, and the Leases in each such
Package shall, for certain purposes, be related to and dependent upon the other
Leases in said Package. On or before June 30, 1998, LTC West and Regent will
have entered into sale/leaseback transactions with respect to assisted living
facilities in: Fremont, California; Eugene, Oregon; and Portland, Oregon (the
"Other Properties"),
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 6
which Other Properties are not covered by this commitment letter. The Leases for
the Properties located in Fremont, California, Portland, Oregon, Casper,
Wyoming, Cheyenne, Wyoming and Laramie, Wyoming shall constitute a Package (the
"First Lease Package"), and the Leases for the Properties located in Eugene,
Oregon, Tucson, Arizona, Roseville, California, Rio Rancho, New Mexico,
Henderson, Nevada and Austin, Texas shall constitute a Package (the "Second
Lease Package"). Notwithstanding the foregoing, in the event that LTC West and
Regent consummate at least two (2) more sale/leaseback transactions with respect
to assisted living facilities in at least two (2) additional locations (the
"Additional Properties") (i.e., in addition to the sale/leaseback transactions
for the Properties and the Other Properties), then two (2) of the Properties in
the Second Lease Package (which two (2) Properties shall be determined by LTC
West in its sole and absolute discretion) shall be released from the Second
Lease Package and packaged together with the Additional Properties to constitute
a Package (the "Third Lease Package").
Notwithstanding the fact that Regent's rental obligations under the Leases
of the Properties and the Other Properties may commence on different dates, it
is LTC's specific intention that the initial term of all of the Leases in the
First Lease Package will terminate on February 28, 2013, and it is LTC's
specific intention that the initial term of all of the Leases in the Second
Lease Package will terminate on that date which is fifteen (15) years following
the commencement date of the third (3rd) Lease to commence in the Second Lease
Package. Regent shall have two (2) consecutive ten-year options to extend the
term of all of the Leases in each Lease Package; that is, Regent shall only have
the option to extend the term of any one of the Leases in the First Lease
Package so long as Regent exercises its option to extend the term of all of the
Leases in the First Lease Package. Similarly, Regent shall only have the option
to extend the term of any one of the Leases in the Second Lease Package so long
as Regent exercises its option to extend the term of all of the Leases in the
Second Lease Package. In the event that LTC West and Regent consummate
sale/leaseback transactions for the Additional Properties, the Leases for the
two (2) Properties released from the Second Lease Package shall be amended to
provide that said Leases are co-terminus with the Leases for the Additional
Properties and that the options to extend the term of said Leases may only be
exercised together with the options to extend the term of the Leases of the
Additional Properties.
5. Minimum Rent. The initial annual Minimum Rent for the first year of each
Lease for the Properties located in Casper, Wyoming, Cheyenne, Wyoming and
Laramie, Wyoming shall be an amount equal to the Specific Property Purchase
Price paid by LTC West for each such Property multiplied by the sum of three
hundred twenty-five (325) basis points plus the average interest rate on the
ten-year Treasury Security for the five (5) business days prior to the third
(3rd) business day prior to closing. The initial annual Minimum Rent for the
first year of each Lease for the Properties in the locations set forth in the
table below shall be as follows:
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 7
Location Lease Rate Initial Annual Minimum Rent
- -------- ---------- ---------------------------
Tucson, AZ 8.87% $798,300
Roseville, CA 8.87% $638,640
Rio Rancho, NM 8.87% $745,080
Henderson, NV 8.91% $775,170
Austin, TX 8.91% $757,350
Regent shall pay an amount equal to one-twelfth (1/12) of the annual Minimum
Rent owing under each Lease on the first day of each and every month during the
term of the Lease without demand, abatement, set-off or notice. Commencing on
the first anniversary of the commencement date of each Lease (each an
"Anniversary Date"), and continuing thereafter on each subsequent Anniversary
Date for each of the Leases during the initial term and each option term of said
Leases, the Minimum Rent applicable to each of the Leases shall be increased in
an amount equal to the annual Minimum Rent payable under the applicable Lease
for the immediately preceding twelve (12) month period increased by one hundred
fifty percent (150%) of the cumulative increase in the CONSUMER PRICE INDEX,
U.S. CITIES AVERAGE, ALL ITEMS (1982 - 84 = 100) published by the United States
Department of Labor, Bureau of Labor Statistics (the "CPI") from the date of the
immediately preceding adjustment of Minimum Rent (or, in the case of the first
adjustment to Minimum Rent from the commencement date of the applicable Lease),
to the date on which the Minimum Rent adjustment will take effect, but in no
event shall any adjustment result in a new Minimum Rent which is more than two
(2%) percent greater than the Minimum Rent for the immediately preceding twelve
(12) month period.
6. Rent During Option Periods. The initial Minimum Rent for the first
option term of each Lease shall be the higher of: (i) Minimum Rent in the last
twelve (12) months of the initial term of the Lease increased by two percent
(2%); or (ii) an amount equal to the initial Minimum Rent payable in the first
twelve (12) months of the initial term of the Lease adjusted by the cumulative
increase in the CONSUMER PRICE INDEX, U.S. CITIES AVERAGE, ALL ITEMS
(1982-84=100) published by the United States Department of Labor, Bureau of
Labor Statistics (the "CPI") from the commencement date of the applicable Lease
to the first day of the first option term of said Lease. The initial Minimum
Rent for the second of the option terms for each Lease shall be the higher of:
(i) Minimum Rent in the last twelve (12) months of the first option term of the
Lease increased by two percent (2%); (ii) an amount equal to the Minimum Rent
payable in the first twelve (12) months of the first option term of the Lease
adjusted by the cumulative increase in the CPI from the first day of the first
option term of the Lease to the first day of the second option term thereof; or
(iii) the fair market value rent for the Property which is the subject of the
Lease as determined by an independent appraisal process.
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 8
7. Triple Net Lease. Regent shall be responsible for all costs associated
with the operation of the assisted living facilities located on the Properties,
including, but not limited to, all property and other taxes, utilities,
insurance premiums and costs to maintain the assisted living residences in good
condition and repair, reasonable wear and tear excepted (collectively
"Additional Charges"). Taxes shall include any and all taxes of any kind
associated with the real or personal property constituting the assisted living
facilities, including, but not limited to, taxes attributable to any period
prior to acquisition of the Properties by LTC West.
8. Repair and Maintenance. Regent shall be responsible for completing any
and all work, of every kind and nature whatsoever, necessary to maintain each
assisted living facility located on the Properties as an assisted living
residence in good condition and repair, reasonable wear and tear excepted. In
addition, at Regent's sole cost and expense, Regent shall complete all
applications, give all notices and obtain and maintain all licenses, permits and
approvals necessary or desirable to allow Regent to operate the assisted living
facilities located on the Properties in accordance with all legal and regulatory
requirements.
9. Cross-Default. Each Lease with respect to each Property in the First
Lease Package shall be cross-defaulted with each of the other Leases in the
First Lease Package such that any default under any one Lease in the First Lease
Package shall constitute a default under each other Lease in the First Lease
Package. Similarly, each Lease with respect to each Property in the Second Lease
Package shall be cross-defaulted with each of the other Leases in the Second
Lease Package such that any default under any one Lease in the Second Lease
Package shall constitute a default under each other Lease in the Second Lease
Package.
10. Indemnity. Each Lease shall provide that Regent shall fully indemnify,
defend, protect and hold LTC West harmless from and against any and all costs,
losses, expenses, judgments, claims, fees (including reasonable attorneys' fees
and costs) or damages of any kind or nature whatsoever arising from or relating
to the assisted living facilities located on the Properties and the operation
thereof, including, without limitation, all matters relating to (i) the presence
of hazardous substances located on the Properties, (ii) compliance with or
failure to comply with the provisions of the federal Americans with Disabilities
Act, (iii) compliance with or failure to comply with the provisions of the Fair
Housing Amendments Act of 1988; (iv) compliance with or failure to comply with
the provisions of Section 8 of the United States Housing Act of 1937, as
amended, and any and all other matters whatsoever relating to the Properties,
the assisted living facilities located thereon and the operation thereof.
Regent's indemnification obligations described in this paragraph shall survive
the expiration or termination for any reason of the Leases.
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 9
11. Assignment and Subletting. Regent shall not be entitled to sublet or
assign any one or more of the Leases without the prior written consent of LTC
West which consent may be given or withheld in LTC West's sole discretion;
provided, however, that to the extent that Regent Sub is the lessee under a
Lease, Regent Sub shall be entitled, at any time without first obtaining the
consent of LTC West, to sell and convey either the Property which is the subject
of the Lease or all of the issued and outstanding stock of Regent Sub to Regent
so long as LTC is notified of such conveyance in writing within five (5)
business days thereafter.
12. Lease Guaranty. To the extent LTC West leases a Property to Regent Sub,
Regent shall execute and deliver to LTC West an absolute and unconditional
guaranty of the payment and performance of all of Regent Sub's obligations under
the Lease for the Property, including, but not limited to, any indemnification
obligations of Regent Sub to LTC West. Said lease guaranty shall be on LTC
West's standard form.
13. Closing Costs. Concurrently with the closing of LTC West's acquisition
of each of the Properties, Regent shall be responsible to pay any and all
closing costs in connection with the closing of the acquisitions and the leases
to Regent, including but not limited to all of LTC West's attorneys' fees (which
shall be $7,500.00 for each complete transaction with respect to each Property
contemplated in this commitment letter), recording fees, escrow fees, title
fees, state and local transfer, mortgage or excise taxes in connection with the
transfer of title, LTC West's out-of-pocket costs in connection with the
transaction and any and all other fees and costs in any way associated with the
overall transaction with respect to each Property.
14. Commitment Fee. Concurrently with the closing of the sale/leaseback
transaction with respect to each of the Properties, Regent shall pay a
commitment fee to LTC West in the sum of one percent (1%) of the applicable
Specific Property Purchase Price (the "Commitment Fee"), said Commitment Fee
amount to be offset against the Specific Property Purchase Price to be paid by
LTC West with respect to each such transaction.
15. Physical Inspection. As a precondition to the obligations of LTC West
under this commitment letter, LTC West shall have the right to conduct a
physical inspection of each assisted living facility on each Property, and LTC
West must be satisfied with the physical condition of each of the Properties
after completion of the construction of the assisted living facilities thereon,
in the reasonable exercise of LTC West's discretion.
16. Governing Law. This commitment letter shall be governed by and
interpreted under the internal laws of the State of California without resort to
choice of law principles.
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 10
17. Regent's Acceptance. Regent must indicate its acceptance of the terms
and conditions of this commitment by affixing its signature below. Unless LTC
West receives this accepted commitment in its Oxnard, California office on or
prior to the fifth (5th) business day following the date of this letter, the
terms hereof shall be null and void, and LTC West shall not have any obligations
or liabilities to Regent of any kind or nature whatsoever. This commitment shall
become effective only upon acceptance by LTC and LTC West evidenced by the
affixation of their signatures hereto.
18. Facsimile Execution Binding. The parties hereto specifically agree that
this commitment letter may be executed by facsimile, and that facsimile
signatures hereon shall be binding on the parties hereto as though they were
original signatures.
19. Survival. This commitment letter shall survive, and the covenants,
conditions and terms set forth herein shall continue, until the earlier of (i)
June 30, 1998, at which time this commitment letter shall expire, except with
respect to the Property located in Austin, Texas, for which Property this
commitment shall expire on July 31, 1998, or (ii) the date on which the sale of
all of the Properties to LTC West and the Leases of all of the Properties from
LTC West to Regent have been consummated.
Please understand that, subject to the contingencies set forth above, this
letter constitutes the commitment of Regent and LTC West to enter into the
transactions described herein with respect to which LTC West shall invest a
total of Fifty-Four Million Six Hundred Ten Thousand Dollars ($54,610,000) and
otherwise on the terms set forth above.
Upon receipt of your original signature on this letter, LTC West will
immediately instruct counsel to prepare draft documents to evidence the
transactions contemplated in this commitment letter.
Very truly yours,
LTC PROPERTIES, INC.,
a Maryland corporation
CHRISTOPHER T. ISHIKAWA
CHRISTOPHER T. ISHIKAWA,
Sr. Vice President & Chief Investment Officer
Mr. Walter C. Bowen, President, CEO and Chairman
Regent Assisted Living, Inc.
March 30, 1998
Page 11
LTC WEST, INC.,
a Nevada corporation
PAMELA J. PRIVETT
PAMELA J. PRIVETT,
Sr. Vice President & General Counsel
READ AND AGREED:
REGENT ASSISTED LIVING, INC.,
an Oregon corporation
By: STEVEN L. GISH
----------------------------------
Its: Chief Financial Officer