LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement"), is made and entered into this 29th
day of December, 1995 by and between DEVELOPMED OPERATING COMPANY, an Ohio
general partnership with an address at 919 Old Henderson Road, Columbus, Ohio
43220, (the "Borrower") and JMAC, INC., an Ohio corporation with an address at
Suite 150, 150 East Wilson Bridge Road, Worthington, Ohio 43085, (the "Lender"),
W I T N E S S E T H:
WHEREAS, the Borrower has applied to the Lender for a loan, and the Lender
is willing to lend to the Borrower, up to the total principal amount of
$8,000,000 in the form of a subordinated credit facility, all upon the terms and
conditions hereof and subject to the covenants and agreements hereinafter set
forth.
Now, THEREFORE, the parties agree as follows:
ARTICLE I
LOAN AND LOAN COMMITMENT
Section 1.1. LOAN COMMITMENT. Subject to and upon the terms and
conditions hereinafter set forth, the Lender hereby agrees to make loans to the
Borrower from time to time from the date hereof to December 31, 1996 (the
"Commitment Period") of sums (each referred to herein as a "Loan" and
collectively as the "Loans") in an aggregate principal amount not to exceed
$8,000,000. The obligation of the Lender to make the Loans during such period
is referred to herein as the "Commitment."
Section 1.2. NOTE. The Loans made by the Lender pursuant hereto, and
the obligation of the Borrower to repay the aggregate unpaid principal balance
of all Loans made hereunder (hereinafter referred to as the "Principal Debt"),
shall be unsecured, general obligations of Borrower, evidenced by a Subordinated
Debenture (the "Note") of even date herewith made by the Borrower payable to the
order of the Lender in the amount of $8,000,000 with interest thereon at a rate
of fifteen percent (15%) per annum. If not sooner paid, the entire principal
amount of the Loans outstanding and all accrued and unpaid interest on the Loans
shall be due and payable on the earliest of (i) January 1, 2000; (ii) the date
any class of equity interests of Borrower is listed on a national securities
exchange; (iii) the date any class of equity interests of Borrower is registered
under Section 12(g) of the Securities Exchange Act of 1934; or (iv) the date any
class of equity interests of Borrower is the subject of a registration statement
which has become effective under the Securities Act of 1933 (the "Termination
Date"). All expenditures by the Lender pursuant to the Loan Documents other
than advances of principal, all amounts remaining due and unpaid after the
Termination Date and any amounts due and unpaid after an Event of Default shall
bear interest at the maximum rate permitted by law, until such amounts are paid
to the Lender. The Note shall be in the form of Exhibit A attached hereto, with
blanks
appropriately completed in conformity herewith. At the time of the making of
each Loan and at the time of each payment of principal thereon under the Note,
the holder of the Note shall be and is hereby authorized to make a notation on
the schedule substantially in the form of the Schedule A attached to the Note of
the date and amount of the Loan, or payment, as the case may be; provided,
however, that the failure to make such a notation with respect to any Loan shall
not limit or otherwise affect the liability of the Borrower hereunder or under
the Note with respect to any Loan or any other indebtedness of the Borrower to
the Lender, and payments of principal and interest on the Note made by the
Borrower shall not be affected by the failure to make a notation thereof on said
schedule.
All obligations of Borrower under the Note shall be subordinated in
right of payment to the prior payment in full of principal of and interest on
all indebtedness of Borrower for money borrowed from banks, trust companies,
insurance companies or other financial institutions, whether owed at the date
hereof or subsequently incurred, and all deferrals, renewals, extensions and
refundings of such indebtedness (collectively, "Senior Obligations").
Section 1.3. PURPOSE OF LOANS. The purpose of the Loans is to
provide to Borrower the equity funds to be required under loan commitments from
third party lenders to extend credit to Borrower with respect to development of
assisted living facilities. The contemplated development schedule for such
facilities is attached hereto as Schedule A, which may be revised from time to
time during the Commitment Period as mutually agreed by Borrower and Lender (the
"Development Schedule").
Section 1.4. CONDITIONS PRECEDENT TO LOANS. The obligation of the
Lender to lend each portion of the Commitment is contingent on the completion,
to the satisfaction of the Lender, of all of the following conditions during the
Commitment Period:
(a) The Borrower, or any entity owned and controlled by the
Borrower, shall have submitted to the Lender written evidenced of
sufficient financing being in place for the full completion of the
construction of the assisted living facility for which the Loan is
sought, such evidence to include written commitments of third party
lenders and/or documentation of available working capital funds of the
Borrower, or any entity owned or controlled by the Borrower, committed
to such purposes.
(b) EFFECTIVENESS OF LOAN DOCUMENTS. Each of the Loan
Documents shall be in full force and effect.
(c) AVAILABILITY OF COMMITMENT. The sum of the then
existing Principal Debt and the amount of the requested Loan shall be
equal to or less than the Commitment.
(d) REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained herein or in any of the Loan Documents made by or
on behalf of the Borrower shall be true and correct with the same effect
as if the representations and warranties had been made on and as of the
date of such Loan.
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(e) OTHER CONDITIONS PRECEDENT. The conditions precedent
set forth in Sections 2.1, 2.2 and 2.4 of this Agreement shall have been
fully satisfied and complied with.
(f) The Borrower shall have given the Lender irrevocable
written notice of such intent at least seven (7) days prior to the date
of such intended borrowing by means of completion of a borrowing
application substantially in the form of Exhibit B attached hereto, with
blanks appropriately completed in conformity therewith (a "Borrowing
Application"). The Borrowing Application shall be delivered to the
Lender at the address set forth on the first page of this Agreement and
in conformity with the provisions of Section 10.5 hereof. Subject to
the terms and conditions of this Agreement, the Lender shall be
obligated, within seven (7) days of the receipt by the Lender of a
notice of intent to borrow in the form of a Borrowing Application, to
disburse the amount set forth in such Borrowing Application.
Section 1.5. APPLICATION OF PAYMENTS. Unless an Event of Default (as
hereinafter defined) has occurred and is continuing, all payments received
pursuant to this Agreement or any of the other Loan Documents shall be applied
to the Obligations (as hereinafter defined) in the following order: (a) to all
of the costs and expenses of the Lender which have not been reimbursed pursuant
hereto and to all indemnified amounts under the Loan Documents; and (b) first,
to accrued interest, and second, to principal. If an Event of Default has
occurred, payment shall be applied to the obligations in such order and manner
as the Lender may determine, any instructions from the Borrower to the contrary
notwithstanding.
Section 1.6. USE OF PROCEEDS. The Borrower hereby agrees and
covenants that each Loan shall be used by the Borrower for the purpose set forth
in Section 1.3.
Section 1.7. SUBJECT TO PROVISIONS OF PARTNERSHIP AGREEMENT.
Notwithstanding anything in this Agreement or the Note to the contrary, the
Lender agrees that the payment and performance of this Agreement is expressly
subject to the provisions of Article 5, Distributions, of the Partnership
Agreement of DevelopMed Operating Company, dated as of October 18, 1991, by and
between JMAC Properties, Inc. and DevelopMed Associates, Inc., as amended (the
"Partnership Agreement").
ARTICLE II
CONDITIONS PRECEDENT TO CLOSING
Each closing of a Loan hereunder shall take place at the offices of
Lender, or at such other place and time as shall be mutually agreed by the
Borrower and the Lender (a "Closing"), upon the delivery to the Lender of such
documents and instruments as are provided for herein, and provided that such
conditions precedent to the Closing hereinafter set forth have been fully
satisfied. The obligation of the Lender as set forth herein is subject, at the
time of such Closing,
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to the satisfaction in the opinion of the Lender, unless waived in writing, of
each of the following conditions:
Section 2.1. EXECUTION AND DELIVERY OF LOAN DOCUMENTS. The Borrower
shall have executed and delivered to the Lender each of the Loan Documents.
Section 2.2. REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained herein or in any of the other Loan Documents made in
connection herewith by or on behalf of the Borrower shall be true and correct.
Section 2.3. DOCUMENTATION AND PROCEEDINGS. All partnership and
legal proceedings and all documents and instruments in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Lender and its counsel, and the
Lender and its counsel shall have received all information and copies of all
documents and instruments, including records of partnership proceedings, which
the Lender or its counsel may reasonably have requested in connection therewith.
Such documents and instruments shall be, where appropriate, certified by proper
corporate or governmental authorities, and shall include, for the Closing, the
following:
(a) a certificate of the general partners of the Borrower as
to the adoption of resolutions of the Borrower authorizing the
execution, delivery and performance of each of the Loan Documents and
the transactions contemplated thereby; and
(b) such other documents as the Lender or its counsel may
request.
Section 2.4. NO CHANGE IN CONDITION. No adverse change in condition
(financial or otherwise) of the Borrower or any other event shall have occurred
which creates a possibility of adversely affecting the ability of the Borrower
to meet and carry out its obligations under any of the Loan Documents or to
perform the transactions contemplated thereby.
ARTICLE III
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that, so long as this Agreement is in
effect and until all of the Obligations are paid and performed in full, unless
compliance shall have been waived in writing by the Lender, the Borrower shall:
Section 3.1. PAYMENT OF CHARGES. Pay and discharge before the same
shall become delinquent (i) all taxes, assessments and governmental charges or
levies imposed upon it and its property and (ii) all lawful claims which, if
unpaid, could by law become a lien upon any of its property, provided, however,
that the Borrower shall not be required to pay or discharge any such
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tax, assessment, charge or levy which is being contested in good faith by
appropriate proceedings and with adequate reserves therefor having been set
aside on its books.
Section 3.2. MAINTENANCE OF RECORDS. Keep at all times books of
record and accounts in which full, true and correct entries will be made of all
dealings or transactions relating to its business operations and affairs, and
provide adequate protection against loss or damage to such books of record and
accounts.
Section 3.3. COMPLIANCE WITH LAWS. Comply with all applicable laws,
rules, regulations and orders of any governmental authority or agency.
Section 3.4. FINANCIAL STATEMENTS. Furnish to the Lender (i) monthly
financial statements prepared by the Borrower within twenty (20) days after the
last day of each month, and (ii) within forty-five (45) days after the last day
of each fiscal year, complete and detailed financial statements of the Borrower,
as of and for the year ended on such last date, prepared by a certified public
accountant acceptable to the Lender.
Section 3.5. NOTICE OF LITIGATION. Promptly give written notice to
the Lender of (i) any action, proceeding or claim of any nature by any person or
entity, or investigation by any governmental agency or officer, of which the
Borrower may have notice, which may be commenced or asserted against the
Borrower or relate to any of the Loan Documents or the transactions contemplated
thereby, and (ii) any dispute which may exist between the Borrower and any
governmental regulatory body which may materially and adversely affect the
normal business operations of the Borrower or any of its properties or assets,
or the carrying out of the intent and purpose of the Loan Documents and the
transactions contemplated thereby.
Section 3.6. NOTICE OF DEFAULT. Promptly give written notice to the
Lender of (i) the occurrence of any Event of Default hereunder, or any event
which, with the passage of time or giving of notice or both, may constitute an
Event of Default.
Section 3.7. FURTHER ASSURANCES. Take any and all such action as the
Lender may from time to time deem reasonably necessary or proper in connection
with this Agreement or any of the other Loan Documents, the Obligations of the
Borrower hereunder or thereunder, or for better assuring and confirming unto the
Lender all or any part of the security for any of such Obligations, or for
granting unto the Lender any additional security for any of the Obligations
which the Lender may reasonably request from time to time.
ARTICLE IV
NEGATIVE COVENANTS
The Borrower covenants and agrees that so long as this Loan Agreement is
in effect and until all of the Obligations are paid and performed in full,
unless compliance shall have been waived in writing by the Lender, the Borrower
shall not:
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Section 4.1 ADVANCES AND LOANS. Lend money or credit or make
advances to any person or entity, except for loans to entities controlled by the
Borrower, or advances made to employees of the Borrower for the payment of items
for which an expense report or a voucher will be filed and which items will
constitute ordinary and necessary business expenses of the Borrower.
Section 4.2. DISTRIBUTIONS. The Borrower shall not return any
capital to its partners or authorize or make any other distribution, payment or
delivery of property or cash to its partners as such, except as agreed to in
writing by the Lender.
Section 4.3. LIENS. Contract, create, incur, assume or suffer to
exist any mortgage, pledge, lien or other charge or incumbrance of any kind
(including the charge upon property purchased under conditional sale or other
title retention documents) upon or with respect to, or grant any security
interest or lien in, any of its property or assets, whether now owned or
hereafter acquired, save and except for the security interest and lien granted
herein to the Lender and any security interest and lien granted in connection
with any Senior Obligations.
Section 4.4. GUARANTIES AND OTHER LIABILITIES. Purchase or
repurchase (or agree, contingently or otherwise to do so) the indebtedness of,
or assume, guarantee (directly or indirectly or by an instrument having the
affect of assuring another's payment or performance of any obligation or
capability of doing so), endorse or otherwise become liable, directly or
indirectly, in connection with the obligations of any person or entity, (other
than entities controlled by Borrower) except by endorsement of negotiable
instruments for deposit or collection in the ordinary course of business.
Section 4.5. CONSOLIDATION OR MERGER. Wind up, liquidate or dissolve
the affairs of the Borrower or enter into any transaction for merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do so
at any future time) all or substantially all of the property or assets of the
Borrower, or any property or assets essential to the conduct of its business
substantially as now conducted, or any of its notes receivable, installment or
conditional sales agreements or accounts receivable.
ARTICLE V
OBLIGATIONS
Section 5.1. OBLIGATIONS. As used herein, the term "Obligations"
means the obligations of the Borrower (i) to pay all indebtedness arising out
of, pursuant to or in connection with this Agreement, any future advances under
this Agreement, and all renewals, extensions or amendments of such indebtedness
or any part thereof or any such future advances; (ii) to pay the principal of
and interest on the Note in accordance with the terms thereof, and all renewals,
extensions, modifications and amendments of the Note or any part thereof and any
future advances made pursuant thereto; (iii) to repay to the Lender all amounts
advanced by the
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Lender hereunder or otherwise on behalf of the Borrower; (iv) to pay any and all
other indebtedness of the Borrower to the Lender of every kind, nature or
description, direct or indirect, primary or secondary, secured or unsecured,
joint or several, absolute or contingent, due or to become due, now existing or
hereafter arising, regardless of how such indebtedness may be evidenced,
including without limitation all future advances, whether or not presently
contemplated by the Borrower and the Lender; (v) to perform fully all of the
terms and provisions of each of the documents and instruments constituting the
Loan Documents; and (vi) to reimburse the Lender, on demand, for all of the
Lender's expenses and costs, plus interest thereon at the rate specified in the
Note for past due payments, from the date of the advances or incurring of such
expenses or costs until reimbursed, including the fees and expenses of counsel,
incurred in connection with the preparation, administration, amendment,
modification or enforcement of this Agreement, any of the other Loan Documents
or any other documents or instruments required hereunder or thereunder.
ARTICLE VI
LOAN DOCUMENTS
Section 6.1. LOAN DOCUMENTS. This Agreement, the Note, and all
documents or instruments executed pursuant hereto or thereto, are collectively
referred to herein as the "Loan Documents".
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to enter into this Agreement, the Borrower
hereby represents and warrants to the Lender, and its successors and assigns, as
follows (which representations and warranties shall survive the execution and
delivery hereof):
Section 7.1. POWER AND AUTHORITY. The Borrower is a general
partnership duly created under the laws of the State of Ohio and has the full
power and authority to enter into the transactions contemplated by all of the
Loan Documents and any other documents or instruments given to secure the
Obligations secured thereby, and all of the Obligations of Borrower under all of
the foregoing are valid and binding upon the Borrower.
Section 7.2. NO VIOLATION. Neither the execution nor the delivery of
this Agreement or any of the other Loan Documents, nor the consummation of the
transactions contemplated hereby or thereby, will contravene any provision of
applicable law or will conflict or be inconsistent with any of the terms,
covenants and conditions of any agreement, document or instrument by which the
Borrower or its property is bound or to which it is a party.
Section 7.3. CONSENTS. Borrower has obtained all consents necessary
for the valid execution, delivery and performance of all of the covenants and
obligations set forth in the Loan
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Documents. No other consent of any other party or entity is necessary to
authorize or empower the Borrower to enter into the transactions contemplated by
the Loan Documents and any other documents or instruments given to secure the
Obligations secured thereby.
Section 7.4. EXECUTION OF LOAN DOCUMENTS. Each of the agreements,
documents and instruments constituting the Loan Documents has been duly executed
and delivered by the Borrower and each constitutes the legal, valid and binding
obligations of the Borrower enforceable in accordance with its terms, except to
the extent that the enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting the enforcement of
creditors' rights generally.
Section 7.5. RECORDING AND ENFORCEABILITY. On or prior to the date
each Closing, the Borrower shall have completed all recordings, filings,
registrations, notices or other similar actions which are required to be taken
in order to ensure the legality, validity, binding affect and enforceability of
each of the Loan Documents.
Section 7.6. BURDENSOME AGREEMENTS. The Borrower is not a party to
any contract, agreement, judgment, decree or other, or subject to any provision
of its articles of incorporation or bylaws which materially and adversely
affects or may in the future materially and adversely affect its business,
properties or assets, or its condition (financial or otherwise).
ARTICLE VIII
DEFAULT
The occurrence of any of the following events shall constitute Events of
Default hereunder (each referred to herein as an "Event of Default"):
Section 8.1. NON-PAYMENT. The Borrower shall default in the due and
punctual payment of any principal or interest of the Note or under any Senior
Obligation, subject to any grace period or cure provision of such Senior
Obligation.
Section 8.2. DEFAULT IN LOAN DOCUMENTS. The Borrower shall default
in the due performance or observance by it of any term, covenant or agreement
contained in any of the Loan Documents.
Section 8.3. REPRESENTATIONS AND WARRANTIES. Any material
representation, warranty or statement made by the Borrower herein or otherwise
in writing in connection herewith or in connection with any of the other Loan
Documents and any agreements or documents referred to herein or therein, or in
any financial statement, certificate or statement signed by any duly-authorized
officer or employee of the Borrower and furnished pursuant to any of the Loan
Documents, shall be breached, or shall be materially false, incorrect or
incomplete when made.
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Section 8.4 VALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents
shall cease to be a legal, valid and binding agreement enforceable against any
party executing the same in accordance with the respective terms thereof, or
shall in any way be terminated, or shall become or be declared ineffective or
inoperative, or shall in any way whatsoever cease to give or provide the
respective rights, remedies, powers and privileges intended to be created
thereby.
Section 8.5. BANKRUPTCY. The Borrower shall suspend or discontinue
its business operations, or shall generally fail to pay its debts as they
mature, or shall file a petition commencing a voluntary case concerning the
Borrower under any chapter of the United States Bankruptcy Code, or any
involuntary case shall be commenced against the Borrower under the United States
Bankruptcy Code, or the Borrower shall become insolvent (howsoever such
insolvency may be evidenced).
ARTICLE IX
REMEDIES OF LENDER
The following rights and remedies shall be available to the Lender:
Section 9.1. REMEDIES UPON DEFAULT. Should an Event of Default
occur, the Lender may, without demand or notice at its election, do one or more
of the following:
(a) ACCELERATION. Declare the entire unpaid balance of the
Note and all other indebtedness of the Borrower to the Lender, or any
part thereof, immediately due and payable, whereupon the Principal Debt
of and accrued interest on the Note (at the rate set forth therein)
shall be forthwith due and payable without demand, diligence,
presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate, notice of acceleration and all
other notices or further actions of any kind, all of which are hereby
expressly waived by the Borrower, for itself and for any of its
successors and assigns.
(b) RIGHTS UNDER LOAN DOCUMENTS. Exercise any and all
rights afforded to the Lender under or pursuant to any of the Loan
Documents.
(c) RIGHTS UNDER APPLICABLE LAWS. Exercise any and all
rights afforded to the Lender by the laws of the State of Ohio or any
other applicable jurisdiction.
(d) LITIGATION. File and prosecute suit against the
Borrower or any other person or persons liable therefore to collect the
Obligations and the indebtedness due, and for any other remedy, legal or
equitable, to which the Lender may show itself entitled.
Section 9.2. ACCEPTANCE. The acceptance by the Lender at any time
and from time to time of part payment of the Obligations shall not be deemed to
be a waiver of any Event of
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Default then existing. No waiver by the Lender of any Event of Default shall be
deemed to be a waiver of any other Event of Default then existing or
subsequently occurring.
Section 9.3. CUMULATIVE RIGHTS. All rights available to the Lender
under the Loan Documents shall be cumulative of and in addition to all of the
rights granted to the Lender at law or in equity, whether or not the Obligations
are then due and payable and whether or not the Lender shall have instituted
suit for collection or other action in connection with the Loan Documents.
Section 9.4. RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, upon the occurrence of any Event of Default or any condition, event or
act which, with the giving of notice or lapse of time, or both, would constitute
such an Event of Default, the Lender is hereby authorized at any time or from
time to time, without notice to the Borrower or to any other person or entity,
any such notice being hereby expressly waived, to set off and to appropriate and
to apply any and all indebtedness at any time held or owing by the Lender to or
for the credit or the account of the Borrower against and on account of the
Obligations and liabilities of the Borrower to the Lender under any of the Loan
Documents, including without limitation all claims of any nature or description
arising out of or connected with any of the Loan Documents, irrespective of
whether or not the Lender shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.
ARTICLE X
MISCELLANEOUS
Section 10.1. BENEFIT. This Agreement shall be binding upon and inure
to the benefit of the Lender, the Borrower, and their successors and assigns;
provided, however, that the Borrower may not transfer or assign all or any of
its rights or obligations hereunder or under any of the other Loan Documents
without the prior written consent of the Lender.
Section 10.2. OHIO LAW CONTROLS. This Agreement and the rights and
obligations of the parties hereunder and under the other Loan Documents shall be
construed in accordance with and be governed by the laws of the State of Ohio
and by applicable federal law. ANY ACTION, SUIT OR PROCEEDING ARISING IN
CONNECTION WITH OR PURSUANT TO THE EXECUTION, VALIDITY OR PERFORMANCE OF THIS
AGREEMENT SHALL BE PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS
IN COLUMBUS, OHIO. EACH PARTY HERETO CONSENTS TO AND SUBMITS TO THE EXERCISE OF
JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED IN COLUMBUS, OHIO, AND HAVING
JURISDICTION OVER THE SUBJECT MATTER HEREOF.
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Section 10.3 ENTIRE AGREEMENT. This Agreement, together with the
other Loan Documents, embodies the entire agreement between the parties with
regard to the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof.
Section 10.4. INVALIDITY OF ANY PROVISION. The invalidity of any one
or more phrases, sentences, clauses, paragraphs or sections hereof or of any of
the other Loan Documents shall not affect the remaining portions of this Note or
of any of the other Loan Documents or any part thereof, all of which are
inserted conditionally on their being held legally valid. In the event that one
or more of the phrases, sentences, clauses, paragraphs or sections contained
herein or therein should be invalid, or should operate to render this Note or
any of the other Loan Documents shall be construed as if such invalid phrase or
phrases, sentence or sentences, clause or clauses, paragraph or paragraphs, or
section or sections had not been inserted.
Section 10.5. NOTICES. Notices hereunder may be given by mailing the
same by United States registered or certified mail to the appropriate party at
the addresses set forth on the first page of this Agreement. Copies of all
notices to be sent to any party hereunder shall also be sent to counsel for such
party.
Section 10.6. USURY SAVINGS CLAUSE. Under no circumstances shall the
amounts paid or agreed to be paid hereunder or under any of the other Loan
Documents exceed the highest lawful rate permitted under applicable usury law
(the "Maximum Rate") and the payment of the Obligations of the Borrower
hereunder and thereunder are hereby limited accordingly. If under any
circumstances whatsoever, whether by reason of advancement or acceleration of
the maturity of the Obligations or otherwise, the aggregate amount paid
hereunder or under any of the other Loan Documents shall include amounts which
by law are deemed interest and which would exceed the Maximum Rate, the Borrower
stipulates that the payment and collection of such excess amounts shall have
been and will be deemed to have been the result of a mistake on the part of both
the Borrower and the Lender and the party receiving such excess payments shall
promptly credit such excess (to the extent only of such interest payments in
excess of the Maximum Rate) against the unpaid principal amount of the
Obligations to which such excess may lawfully be credited, and any portion of
such excess payments not capable of being so credited shall be refunded to the
Borrower.
Section 10.7. WAIVER. Neither the failure nor delay on the part of
the Lender in exercising any right, power or privilege hereunder or under any of
the other Loan Documents shall operate as a waiver thereof, nor shall a single
or partial exercise thereof preclude any other further exercise of any other
right, power or privilege, nor shall any course of dealing between the Lender
and the Borrower operate as a waiver of any right, power or privilege of the
Lender. Failure of the Lender to give, or the Borrower to receive, any notice
required to be given under any of the Loan Documents shall not relieve the
Borrower of any covenant or obligation thereunder and shall not constitute a
waiver of any Event of Default then existing.
Section 10.8. MODIFICATION. ETC. No modification, amendment or waiver
of any provision of this Agreement or any of the other Loan Documents, nor
consent to any departure by
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the Borrower, shall in any event be effective unless the same shall be in
writing and signed by the Lender. Any such waiver or consent shall only be
effective with respect to the specific instance and for the specific person for
which the same is given. No notice or demand made to the Borrower in any event
shall entitle the Borrower to any other or further notice or demand in the same,
similar or other circumstances.
Section 10.9. EXTENSIONS AND RENEWALS. This Agreement shall be
applicable to all extensions and renewals of any or all of the Obligations, and
the terms and conditions of this Agreement shall apply, in toto, to all of the
Obligations and any extensions and renewals thereof.
Section 10.10. RIGHT TO DEFEND. The Lender shall have the right, at
the Borrower's sole cost and expense, to appear in or defend any action or
proceeding in which the Lender is named or joined or otherwise purporting to
effect the rights or duties thereof, and in connection therewith the Lender
shall have the right to pay out of the proceedings of the Loans and/or recover
from the Borrower all necessary costs and expenses, including without limitation
attorneys' fees, appear in or defend any such action or proceeding with counsel
satisfactory to the Lender.
Section 10.11. INDEMNITY. The Borrower hereby agrees to protect,
indemnify, defend and hold harmless the Lender from and against any and all
liability, expense or damage of any kind or nature from any suits, claims or
demands, including without limitation costs and expenses of attorneys' fees, as
a result of any matter, whether in suit or otherwise, arising out of, pursuant
to or in connection with this Agreement or any of the other Loan Documents, or
the transactions contemplated hereby or thereby.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
BORROWER:
DEVELOPMED OPERATING COMPANY
By: DEVELOPMED ASSOCIATES, INC., a
general partner
By:___________________________
Title:________________________
By: JMAC PROPERTIES, INC., a
general partner
By:___________________________
Title:________________________
LENDER:
JMAC, INC.
By:___________________________________
Title:________________________________
13
LIST OF EXHIBITS AND SCHEDULES
Exhibit A Subordinated Debenture
Exhibit B Borrowing Application
Schedule A Development Schedule
14
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("ACT") OR
THE SECURITIES LAWS OF ANY STATE JURISDICTION ("STATE ACTS"). IT MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE NOTE UNDER THE ACT AND STATE ACTS OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT
REQUIRED.
DEVELOPMED OPERATING COMPANY
15% SUBORDINATED DEBENTURE
Issuer DevelopMed Operating Company,
an Ohio general partnership
919 Old Henderson Road
Columbus, Ohio 43220
Principal Amount $8,000,000
Date of Note December 29, 1995
Maturity Date January 1, 2000, or such earlier date as set
forth herein
Interest Rate 15% per annum, payable annually
* * * * * * * * * * * *
SUBORDINATED DEBENTURE
For value received, DevelopMed Operating Company (the "Borrower") hereby
unconditionally promises to pay to the order of JMAC, Inc., an Ohio corporation,
or its successors or assigns (the "Holder") the principal amount of Eight
Million Dollars ($8,000,000), or so much thereof as may be disbursed to, or for
the benefit of, the undersigned and remain unpaid (the "Principal Debt"), and to
pay interest on the Principal Debt (the "Interest"), each upon the terms and
subject to the conditions set forth in this Subordinated Debenture (this
"Note"). This Note has been issued pursuant to a Loan Agreement (the
"Agreement"), between the Borrower and the Holder, dated as of December 29,
1995, the terms, conditions and other provisions of which are incorporated
herein and made a part hereof. All defined terms not defined herein shall have
the meaning specified in the Agreement.
1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and Interest
hereunder shall be payable as follows:
(a) The interest rate on this Note shall be 15% per annum.
Interest shall be calculated monthly on the Principal Debt and shall be
computed on the basis of the actual number of days elapsed over a year
consisting of 12 months of 30 days each. Interest shall commence to
accrue on the date the first Loan is effected pursuant to the Agreement,
and will continue to accrue until (a) the Principal Debt is paid in full
pursuant to the terms hereof and (b) all other obligations of the
Borrower under this Note and the Agreement have been satisfied.
Interest which accrues hereunder shall be referred to as "Accrued
Interest." Accrued Interest on this Note shall be due and payable
annually within 10 days following the end of each calendar year.
(b) The amount of the Principal Debt, together with any
Accrued Interest while remains unpaid, shall be due and payable upon the
earliest of:
(i) January 1, 2000;
(ii) the date any class of equity interests of
Borrower is listed on a national securities exchange;
(iii) the date any class of equity interests of
Borrower is registered under Section 12(g) of the Securities
Exchange Act of 1934; or
(iv) the date any class of equity interests of
Borrower is the subject of a registration statement which has
become effective under the Securities Act of 1933.
(c) All expenditures by the Holder under the Loan Documents,
other than advances of principal, all amounts remaining due and unpaid
after the due date and any amounts due and unpaid after an Event of
Default shall bear interest at the maximum rate permitted by law, until
such amounts are paid to the Holder.
2
The principal and interest due hereunder shall be evidenced by the
Holder's records which, absent manifest error, shall be conclusive as to the
computation of principal and interest balances owing by the Borrower to the
Holder hereunder. Interest accruing on past due principal and interest hereunder
shall be payable on demand.
The indebtedness evidenced hereby may be prepaid in whole or in part in
accordance with the provisions of the Agreement. In any event, all payments and
prepayments received by the Holder shall (a) be applied to all of the costs and
expenses of the Holder to be reimbursed by the Borrower as set forth in the
Agreement and to all indemnified amounts thereunder; (b) be applied, first, to
Accrued Interest, and second, to Principal Debt; and (c) shall be credited as of
the time received by the Holder in cash or equivalent or when finally collected.
The Holder shall not be obligated to extend any credit or make any funds
available to Borrower hereunder after the term of this Note or after the
occurrence of any Event of Default.
The Holder of this Note is authorized to endorse the date and amount of
each payment or prepayment of principal hereof on Schedule A which is attached
hereto and incorporated herein by reference or on a continuation thereof, which
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed.
All obligations of Borrower under this Note shall be subordinated in
right of payment to the prior payment in full of principal of and interest on
all indebtedness of Borrower for money borrowed from banks, trust companies,
insurance companies, or other financial institutions, whether owed at the date
hereof or subsequently incurred, and all deferrals, renewals, extensions and
refundings of such indebtedness.
2. DEFAULT AND REMEDIES. The occurrence of any of the following
events shall constitute Events of Default hereunder (each referred to herein as
an "Event of Default").
(a) NON-PAYMENT. The Borrower shall default in the due and
punctual payment of any principal or interest of this Note, or under any
Senior Obligation (as defined in the Agreement), subject to any grace
period or cure provision of such Senior Obligation.
(b) DEFAULT IN LOAN DOCUMENTS. The Borrower shall default
in the due performance or observance by it of any material term,
covenant or agreement contained in any of the Loan Documents.
(c) REPRESENTATIONS AND WARRANTIES. Any material
representation, warranty or statement made by the Borrower in the
Agreement or otherwise in connection herewith or in connection with any
of the other Loan Documents and any agreements or documents referred to
herein or therein, or in any financial statement, certificate or
statement signed by any duly authorized officer or employee of the
Borrower and furnished pursuant to any of the Loan Documents, shall be
materially breached, or shall be materially false, incorrect or
incomplete when made.
3
(d) VALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents
shall cease to be a legal, valid and binding agreement enforceable
against any party executing the same in accordance with the respective
terms thereof, or shall in any way be terminated, or shall become or be
declared ineffective or inoperative, or shall in any way whatsoever
cease to give or provide the respective rights, remedies, powers and
privileges intended to be created thereby.
(e) BANKRUPTCY. The Borrower shall suspend or discontinue
its business operations, or shall generally fail to pay its debts as
they mature, or shall file a petition commencing a voluntary case
concerning the Borrower under any chapter of the United States
Bankruptcy Code, or any involuntary case shall be commenced against the
Borrower under the United States Bankruptcy Code, or the Borrower shall
become insolvent (howsoever such insolvency may be evidenced).
If an Event of Default occurs and is continuing, the Holder may declare
(i) the Principal Debt, (ii) the Accrued Interest, and (iii) any other amounts
payable under this Note or the Agreement ((i), (ii), and (iii) collectively the
"Obligations") to be due and payable immediately. In addition, if an Event of
Default occurs and is continuing, the Holder may pursue any available remedy by
proceeding in law or in equity to collect the Obligations or to enforce the
performance of any provision of this Note.
3. SUBJECT TO PROVISIONS OF PARTNERSHIP, AGREEMENT.
Notwithstanding anything in this Note or the Agreement to the contrary, the
Holder agrees that the payment and performance of this Note is expressly subject
to the provisions of Article 5, Distributions, of the Partnership Agreement of
DevelopMed Operating Company, dated as of October 18, 1991, by and between JMAC
Properties, Inc. and DevelopMed Associates, Inc., as amended.
4. MANNER OF PAYMENT. All payments of the Obligations will be paid
b y the Borrower to the order of the Holder in immediately available funds (U.S.
Dollars). Unless the Holder provides different payment instructions to the
Borrower by written notice, all such payments will be made, as directed by
Holder, either by (i) a good funds check made payable to the order of the Holder
mailed (first class postage prepaid) or personally delivered to the Holder at
the address specified above or (ii) by wire transfer transmitted to the bank
account of the Holder. Upon the payment or discharge in full of the
Obligations, the Holder will deliver this Note to the Borrower endorsed "Paid-
in-Full and Discharged."
5. WAIVERS. To the full extent not otherwise prohibited or limited
by applicable law or by the terms of this Note or the Agreement, the Borrower
and all persons now or hereafter liable, primarily or secondarily, for the
payment, notice of dishonor, protest, notice of protest and any and all other
notices or demands in connection with the delivery, acceptance, performance,
default, endorsement of the Note, notice of any action taken in reliance upon
this Note, or any other notice or demand of any type or description except as
specifically provided for in this Note or the Agreement, and (ii) agrees that
the time for payment or payments of the
4
Obligations or any part thereof, may be extended without releasing or otherwise
affecting the liability of the Borrower hereon. The failure by the Holder to
exercise any right under this Note shall not be construed as a waiver of such
right or any other right by the Holder.
6. NOTICE. Any notice or demand required or permitted to be given
to the Borrower or Holder in connection with this Note (Each, a "Notice") shall
be mailed by first class mail postage prepaid and addressed to the Borrower at
its address specified above or if to the Holder, to:
JMAC, Inc.
Suite 150
150 East Wilson Bridge Road
Worthington, Ohio 43085
The Borrower or the Holder may change its respective address for the delivery of
Notices by giving written Notice as provided for in this section.
7. GOVERNING LAW; CHOICE OF FORUM; CONSENT TO JURISDICTION. This
Note and the rights and obligations of the Borrower and the Holder under this
Note shall be governed by and construed and enforced in accordance with the laws
of the State of Ohio. As specifically bargained inducement for the Holder to
extend credit giving rise to the indebtedness evidence hereby, the undersigned
and Holder hereby agree that: ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR
ARISING FROM OR OUT OF THIS NOTE, ITS MAKING, VALIDITY R PERFORMANCE, AT THE
SOLE OPTION OF THE LENDER OR LEGAL HOLDER HEREOF, SHALL BE PROSECUTED AS TO ALL
PARTIES AND THEIR SUCCESSORS AND ASSIGNS IN COLUMBUS, OHIO. THE UNDERSIGNED
CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY
COURT SITUATED IN COLUMBUS, OHIO, AND HAVING JURISDICTION OVER THE SUBJECT
MATTER HEREOF.
8. NO WAIVER IMPLIED BY DELAY. No delay or omission on the part of
the Holder in exercising any right hereunder shall operate as a waiver of such
right or any right under this Note. A waiver on any one occasion must be in
writing and shall not be construed as a bar to or waiver of any such right
and/or remedy on any future occasion.
9. SEVERABILITY OF PROVISIONS. Any provision of this Note which is
prohibited or unenforceable under applicable law in any jurisdiction shall, as
to such jurisdiction and only such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of the Note or affecting the validity or enforceability of such
provision in any other jurisdiction. No provision of this Note shall be deemed
to require the payment or permit the collection of interest in excess of that
permitted by applicable law. In the event that the Interest Rate is determined
to be in excess of that interest rate permitted by applicable law, then the
Interest Rate shall be deemed to be the maximum interest rate permitted from
time to time during the term of this Note under applicable law.
5
THE UNDERSIGNED HEREBY AUTHORIZES ANY ATTORNEY-AT-LAW TO APPEAR FOR THE
UNDERSIGNED IN ANY ACTION ON THIS NOTE, AT ANY TIME AFTER THE SAME BECOMES DUE
AND HEREIN PROVIDED IN ANY COURT OF RECORD IN OR OF THE STATE OF OHIO OR
ELSEWHERE, TO WAIVE THE ISSUANCE AND SERVICE OF PROCESS AGAINST THE UNDERSIGNED,
AND TO CONFESS JUDGMENT IN FAVOR OF THE LEGAL HOLDER OF THIS NOTE AGAINST THE
UNDERSIGNED FOR WHOM AN APPEARANCE HAS BEEN SO ENTERED, FOR THE AMOUNT THAT MAY
BE DUE HEREON AND THE COSTS OF SUIT, AND ALSO TO WAIVE AND RELEASE ALL ERRORS IN
SAID PROCEEDINGS AND JUDGMENT, AND ALL PROCEEDINGS, PETITIONS, WRITS OF ERROR,
RIGHTS OF APPEAL AND STAYS OF EXECUTION FROM THE JUDGMENT RENDERED. THE
FOREGOING WARRANT OF ATTORNEY SHALL SURVIVE ANY JUDGMENT, AND, IF ANY JUDGMENT
BE VACATED FOR ANY REASON, THE HOLDER HEREOF NEVERTHELESS MAY THEREAFTER USE THE
FOREGOING WARRANT OF ATTORNEY TO OBTAIN AN ADDITIONAL JUDGMENT OR JUDGMENTS
AGAINST THE UNDERSIGNED.
This Note was executed by the Borrower as of the date specified on the
first page hereof at Columbus, Franklin County, Ohio.
WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
- --------------------------------------------------------------------------------
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
- --------------------------------------------------------------------------------
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
- -------------------------------------------------------------------------
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
- -------------------------------------------------------------------------------
GOODS. FAULTY GOODS. FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT. OR ANY
- -----------------------------------------------------------------------------
OTHER CAUSE.
- ------------
DEVELOPMED OPERATING COMPANY,
an Ohio general partnership
By: DEVELOPMED ASSOCIATES, INC.,
a general partner
By: ________________________________
Title:______________________________
By: JMAC PROPERTIES, INC.,
a general partner
By: ________________________________
Title:______________________________
6
SCHEDULE A TO
SUBORDINATED DEBENTURE
LOANS AND REPAYMENTS OF LOANS
Unpaid
Amount Amount Principal
of of Balance of Notation
Date Loan Loan Repaid Loans Made By
---- ---- ----------- ----- -------
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
7
EXHIBIT B
BORROWING APPLICATION
JMAC, INC.
Suite 150
150 East Wilson Bridge Road
Worthington, Ohio 43085
Reference is made to that certain Loan Agreement dated as of December
29, 1995 (the "Agreement") executed by and between DevelopMed Operating
Partnership as Borrower (the "Borrower"), and JMAC, Inc. as Lender (the
"Lender"). The terms used herein shall have the same meanings provided therefor
in the Agreement unless the context hereof otherwise requires or provides.
This Borrowing Application must be submitted to the Lender by delivery
as set forth in the Agreement not less than seven (7) full business days prior
to the date of the proposed disbursement hereunder.
Pursuant to the terms of the Agreement, the Borrower hereby requests a
disbursement of $______________ pursuant to the Commitment on ____________, l99_
for purposes of the __________________ project.
The Borrower hereby certifies to the Lender that on the date hereof (a)
all of the conditions precedent and requirements for borrowing proceeds of the
Loan to be met by the Borrower pursuant to the terms of the Agreement have been
fully and completely satisfied, (b) no Event of Default has occurred, or any act
or omission which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, and (c) all of the representations and
warranties of the Borrower in the Agreement are true in all material respects as
if made on the date hereof.
DEVELOPMED OPERATING PARTNERSHIP
Dated: ________________, l99_ By: DEVELOPMED ASSOCIATES, INC., a
general partner
By: ____________________________
Its: ____________________________
SCHEDULE A
----------
KARRINGTON COMMUNITIES
REVISED DEVELOPMENT SCHEDULE
9 mos. Out
Open Info.
Revised Opening Start Const. Center (Adm.) Total
--------------- ------------ ------------- -----
Shaker 30-Oct-95 30-Oct-94 01/28/95 $400
Worthington, Ohio 12-Jan-96 30-Jul-95 10/28/95 1,500
Toledo, Ohio 12-June-96 27-Jun-95 09/25/95 0
South Hills, Pa. 06-June-96 31-Jul-95 10/29/95 1,408
Fall Creek, Ind. 26-Oct-96 13-Nov-95 02/11/95 1,300
Willow Lake, Ind. 05-Dec-96 06-Feb-96 05/06/96 1,262
Rocky River 01-Apr-97 06-May-96 08/04/96 1,262
Carmel, Ind. 01-Apr-97 01-May-96 07/30/96 1,262
Gahanna, Ohio 01-Jul-97 01-May-95 07/30/96 1,262
Lyndhurst, Ohio 01-Jul-97 08-May-96 08/06/96 1,262
Sylvania, Ohio 04-Mar-97 08-May-96 08/06/96 1,262
Louisville, Ky. 01-Jul-97 01-May-96 07/30/96 1,262
Bath, Oh. 01-Apr-97 06-May-96 08/04/96 1,262
Monroeville, Pa. 01-Jul-97 01-Jun-96 08/30/96 1,262
Fort Wayne, Ind. 05-Feb-97 12-Mar-96 06/10/96 1,262
Gahanna, Oh. 01-Jul-97 04-Jun-96 09/02/96 1,262
Ann Arbor, Mi 10-Apr-97 15-May-96 08/13/96 0
Detroit, Mi 31-Mar-98 05-May-97 08/30/97 1,262
Penn Hills, Pa. 27-Mar-97 01-May-96 07/30/96 0
Louisville, Ky. 28-Mar-98 02-Jun-97 08/31/97 1,262
Toledo, Ohio 28-Apr-98 02-Jun-97 08/31/97 1,262
Lexington, Ky. 02-Mar-98 05-Jul-97 10/03/97 0
Cleveland 3-Parma Area 01-Jan-99 02-Feb-98 05/03/98 1,262
Cleveland 4-Westlake Area 01-Jan-99 02-Feb-98 05/03/98 1,262
Cleveland 5-Bay Village 01-Jan-99 02-Feb-98 05/03/98 1,262
Detroit 3-Royal Oak 01-Jan-99 02-Feb-98 05/03/98 1,262
SISTERS OF CHARITY:
- -------------------
Albuquerque-Assisted 01-Jul-96 06-Aug-95 11/04/95 250
Albuquerque-Alzheimers 01-Jul-96 06-Aug-95 11/04/95 100
Colorado Springs 01-Mar-97 05-Apr-96 07/04/96 250
Cincinnati-Wyoming 01-Dec-96 06-Jan-96 04-05/96 250
Cincinnati-Montgomery 01-Dec-96 06-Jan-96 04/05/96 250
Dayton/Englewood 31-Mar-97 05-May-96 08/03/96 250
Total all Projects 27,324
CAPITAL REQUIREMENTS, EXCLUDING WORKING CAPITAL, IN 000'S
PROTOTYPE QUARTERLY REQUIREMENTS: EQUITY ONLY
Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Sep-96
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Shaker 300 100
Worthington, Ohio 700 800
Toledo, Ohio 0 0
South Hills, Pa. 704 704 0
Fall Creek, Ind. 500 300 300 200
Willow Lake, Ind. 0 778 228 256
Rocky River 778 228 256
Carmel, Ind. 778 228 256
Gahanna, Ohio 778 228 256
Lyndhurst, Ohio 778 228 256
Sylvania, Ohio 778 228 256
Louisville, Ky. 778 228 256
Bath, Oh. 778 228 256
Monroeville, Pa. 778 28 256
Fort Wayne, Ind. 778 228 256
Gahanna, Oh. 778 228 256
Ann Arbor, Mi
Detroit, Mi
Penn Hills, Pa.
Louisville, Ky.
Toledo, Ohio
Lexington, Ky.
Cleveland 3-Parma Area
Cleveland 4-Westlake Area
Cleveland 5-Bay Village
Detroit 3-Royal Oak
SISTERS OF CHARITY:
- -------------------
Albuquerque-Assisted
Albuquerque-Alzheimers
Colorado Springs
Cincinnati-Wyoming
Cincinnati-Montgomery
Dayton/Englewood
Total all Projects 2,204 1,904 300 978 1,006 1,262 4,374 3,730 1,964 768 0
----- ----- --- --- ----- ----- ----- ----- ----- --- -
Quarter Totals 4,108 2,284 9,386 2,732
----- ----- ----- -----
Period Totals $4,108 11,650 $14,382
------ ------ -------
------ ------ -------