EXHIBIT 5
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THE SUBSIDIARIES OF ATRIA COMMUNITIES, INC. NAMED HEREIN
With
PNC BANK, NATIONAL ASSOCIATION
as Administration Agent
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SUBSIDIARY GUARANTY
dated as of
August 15, 1996
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SUBSIDIARY GUARANTY
SUBSIDIARY GUARANTY, dated as of August 15, 1996 (as amended, modified
or supplemented from time to time, "this Guaranty"), made by each of the
undersigned (each, together with its successors and assigns, a "Guarantor" and
collectively, the "Guarantors"), with PNC BANK, NATIONAL ASSOCIATION, a national
banking association, as Administrative Agent (herein, together with its
successors and assigns in such capacity, the "Administrative Agent") for itself
and the other Lenders (defined below), for the benefit of (i) the Administrative
Agent, (ii) the Lenders from time to time party to the Credit Agreement referred
to below, and (iii) the Interest Rate Creditors referred to below:
PRELIMINARY STATEMENTS:
(1) Except as otherwise defined herein, terms used herein and defined
in the Credit Agreement (as defined below) shall be used herein as therein
defined.
(2) This Guaranty is made pursuant to the Credit Agreement, dated as of
the date hereof (herein, as amended or otherwise modified from time to time, the
"Credit Agreement"), among Atria Communities, Inc., a Delaware corporation
(herein, together with its successors and assigns, the "Borrower"), the
financial institutions named as lenders therein, and the Administrative Agent,
as agent for the Lenders (as defined in the Credit Agreement), providing, among
other things, for loans or advances or other extensions of credit to or for the
benefit of the Borrower of up to $200,000,000, with such loans or advances being
evidenced by promissory notes (the "Notes", such term to include all notes and
other securities issued in exchange therefor or in replacement thereof).
(3) The Borrower may from time to time be party to one or more
Designated Interest Rate Agreements (as defined in the Credit Agreement). Any
institution that participates, and in each case their subsequent assigns, as a
counterparty to any Designated Interest Rate Agreement (collectively, the
"Interest Rate Creditors," and the Interest Rate Creditors together with the
Lenders, collectively the "Creditors"), shall benefit hereunder as herein
provided. This Guaranty is made for the pro rata benefit of the Administrative
Agent and the Creditors to guarantee the payment of the principal of and
interest on the Notes and the payment and performance by the Borrower of its
obligations under the Credit Agreement, the other Credit Documents to which the
Borrower is a party and the Designated Interest Rate Agreements. This Guaranty
is one of the Credit Documents referred to in the Credit Agreement.
(4) Each Guarantor is a direct or indirect Subsidiary of the Borrower.
(5) It is a condition to the making of Loans and the issuance of and
participation in, Letters of Credit under the Credit Agreement that each
Guarantor shall have executed and delivered this Guaranty.
(6) Each Guarantor will obtain benefits from the incurrence of Loans
by, and the issuance of Letters of Credit to, the Borrower under the Credit
Agreement and, accordingly, desires to execute this Guaranty in order to satisfy
the conditions described in the preceding paragraph and to induce the Lenders to
make Loans to, and to issue and participate in Letters of Credit for the account
of, the Borrower or any of its Subsidiaries.
NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Administrative Agent and the Creditors and hereby covenants
and agrees with the Administrative Agent and each Creditor as follows:
1. Each Guarantor, jointly and severally, irrevocably and
unconditionally guarantees:
(i) to the Lenders the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of (x)
the principal of and interest on the Notes issued by, and the Loans
made to, the Borrower under the Credit Agreement and all reimbursement
obligations and Unpaid Drawings with respect
to Letters of Credit issued under the Credit Agreement and (y) all
other obligations (including obligations which, but for any automatic
stay under section 362(a) of the Bankruptcy Code, would become due)
and liabilities owing by the Borrower to the Lenders under the Credit
Agreement (including, without limitation, indemnities, Fees and
interest thereon) now existing or hereafter incurred under, arising
out of or in connection with the Credit Agreement or any other Credit
Document and the due performance and compliance with the terms of the
Credit Documents by the Borrower (all such principal, interest,
liabilities and obligations being herein collectively called the
"Credit Document Obligations"); and
(ii) to each Interest Rate Creditor the full and prompt
payment when due (whether at the stated maturity, by acceleration or
otherwise) of all obligations (including obligations which, but for any
automatic stay under section 362(a) of the Bankruptcy Code, would
become due) and liabilities owing by the Borrower under any Designated
Interest Rate Agreement, whether now in existence or hereafter arising,
and the due performance and compliance by the Borrower with all terms,
conditions and agreements contained therein (all such obligations and
liabilities, the "Interest Rate Obligations", and the Interest Rate
Obligations together with the Credit Document Obligations, collectively
the "Guaranteed Obligations").
Each Guarantor understands, agrees and confirms that the Creditors may enforce
this Guaranty up to the full amount of the Guaranteed Obligations against any
Guarantor without proceeding against any other Guarantor, the Borrower, against
any security for the Guaranteed Obligations, or under any other guaranty
covering all or a portion of the Guaranteed Obligations. All payments by each
Guarantor under this Guaranty shall be made on the same basis as payments by the
Borrower under sections 4.3 and 4.4 of the Credit Agreement.
2. Additionally, each Guarantor, jointly and severally, unconditionally
and irrevocably, guarantees the payment of any and all Guaranteed Obligations of
the Borrower to the Creditors whether or not due or payable by the Borrower upon
the occurrence in respect of the Borrower of any of the events specified in
section 9.1(e) of the Credit Agreement, and unconditionally and irrevocably,
jointly and severally, promises to pay such Guaranteed Obligations to the
Administrative Agent, for the benefit of the Administrative Agent and the
Creditors, on demand, in lawful money of the United States.
3. The liability of each Guarantor hereunder is exclusive and
independent of any security for or other guaranty of the indebtedness of the
Borrower whether executed by such Guarantor, any other Guarantor, any other
guarantor or by any other person, and the liability of each Guarantor hereunder
shall not be affected or impaired by (i) any direction as to application of
payment by the Borrower or by any other person, (ii) any other continuing or
other guaranty, undertaking or maximum liability of a guarantor or of any other
person as to the indebtedness of the Borrower, (iii) any payment on or in
reduction of any such other guaranty or undertaking, (iv) any dissolution,
termination or increase, decrease or change in personnel by the Borrower or (v)
any payment made to any Creditor on the indebtedness which any Creditor repays
to the Borrower pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and each Guarantor
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding.
4. The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor, any other guarantor or the Borrower, and a
separate action or actions may be brought and prosecuted against each Guarantor
whether or not action is brought against any other Guarantor, any other
guarantor or the Borrower and whether or not any other Guarantor, any other
guarantor of the Borrower or the Borrower be joined in any such action or
actions.
5. Each Guarantor hereby waives notice of acceptance of this Guaranty
and notice of any liability to which it may apply, and waives promptness,
diligence, presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liabilities, suit or taking of other action by the
Administrative Agent or any other Creditor against, and any other notice to, any
party liable thereon (including such Guarantor or any other guarantor of the
Borrower).
6. Any Creditor may at any time and from time to time without the
consent of or notice to, any Guarantor, without incurring responsibility to such
Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder upon or without any terms or conditions and in whole or in part (but,
in each case, in accordance with the Credit Agreement or the Designated Interest
Rate Agreement, as the case may be):
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(i) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew or alter, any of the
Guaranteed Obligations, any security therefor, or any liability
incurred directly or indirectly in respect thereof, and the guaranty
herein made shall apply to the Guaranteed Obligations as so changed,
extended, renewed or altered;
(ii) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by
whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the Guaranteed Obligations or any liabilities (including any
of those hereunder) incurred directly or indirectly in respect thereof
or hereof, and/or any offset thereagainst;
(iii) exercise or refrain from exercising any rights against
the Borrower or others or otherwise act or refrain from acting;
(iv) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to
the payment of any liability (whether due or not) of the Borrower to
creditors of the Borrower;
(v) apply any sums by whomsoever paid or whomsoever realized
to any liability or liabilities of the Borrower to the Creditors
regardless of what liabilities of the Borrower remain unpaid;
(vi) consent to or waive any breach of, or any act, omission
or default under, any of the Credit Documents or any of the instruments
or agreements referred to therein, or otherwise amend, modify or
supplement any of the Credit Documents or any of such other instruments
or agreements; and/or
(vii) act or fail to act in any manner referred to in this
Guaranty which may deprive such Guarantor of its right to subrogation
against the Borrower to recover full indemnity for any payments made
pursuant to this Guaranty.
7. No invalidity, irregularity or unenforceability of all or any part
of the Guaranteed Obligations or of any security therefor shall affect, impair
or be a defense to this Guaranty, and this Guaranty shall be primary, absolute
and unconditional notwithstanding the occurrence of any event or the existence
of any other circumstances which might constitute a legal or equitable discharge
of a surety or guarantor except payment in full of the Guaranteed Obligations.
8. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of the
Administrative Agent or any Creditor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein expressly specified are cumulative and not
exclusive of any rights or remedies which any Creditor would otherwise have. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any other further notice or demand in similar or other circumstances or
constitute a waiver of the rights of any Creditor to any other or further action
in any circumstances without notice or demand. It is not necessary for the
Administrative Agent or any Creditor to inquire into the capacity or powers of
the Borrower or any of its Subsidiaries or the officers, directors, partners or
agents acting or purporting to act on its behalf, and any indebtedness made or
created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.
9. Any Indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated to the Indebtedness of the Borrower to the
Creditors; and such indebtedness of the Borrower to any Guarantor, if the
Administrative Agent, after an Event of Default has occurred so requests, shall
be collected, enforced and received by such Guarantor as trustee for the
Creditors and be paid over to the Creditors on account of the Indebtedness of
the Borrower to the Creditors, but without affecting or impairing in any manner
the liability of such Guarantor under the other provisions of this Guaranty.
Prior to the transfer by any Guarantor of any note or negotiable instrument
evidencing any Indebtedness of the Borrower to such Guarantor, such Guarantor
shall mark such note or negotiable instrument with a legend that the same is
subject to this subordination.
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10. (a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent or
any of the Creditors to: (i) proceed against the Borrower, any other Guarantor,
any other guarantor of the Borrower or any other party; (ii) proceed against or
exhaust any security held from the Borrower, any other Guarantor any other
guarantor of the Borrower or any other party; or (iii) pursue any other remedy
in the Administrative Agent's or the Creditors' power whatsoever. Each Guarantor
waives, to the extent permitted by applicable law, any defense based on or
arising out of any defense of the Borrower, any other Guarantor, any other
guarantor of the Borrower or any other party other than payment in respect of
the Guaranteed Obligations or that the Guaranteed Obligations are not yet due
and payable, including, without limitation, any defense based on or arising out
of the disability of the Borrower, any other Guarantor, any other guarantor of
the Borrower or any other person, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in respect of the Guaranteed
Obligations. The Creditors may, at their election, foreclose on any security
held by the Administrative Agent, the Collateral Agent or the other Creditors by
one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Administrative Agent
or the Creditors may have against the Borrower or any other party, or any
security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Guaranteed Obligations have been
paid.
(b) Each Guarantor waives, to the extent permitted by applicable law,
all presentments, demands for performance, protests and notices, including,
without limitation, notices of nonperformance, notices of protest, notices of
dishonor, notices of acceptance of this Guaranty, and notices of the existence,
creation or incurring of new or additional indebtedness. Each Guarantor assumes
all responsibility for being and keeping itself informed of the Borrower's
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks which such Guarantor assumes and incurs hereunder, and
agrees that the Administrative Agent and the Creditors shall have no duty to
advise any Guarantor of information known to them regarding such circumstances
or risks.
(c) Until such time as the Guaranteed Obligations have been paid in
full in cash or Cash Equivalents, each Guarantor hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under section 509 of the Bankruptcy Code, or otherwise) to
the claims of the Creditors against the Borrower, any other Guarantor or any
other guarantor of the Guaranteed Obligations and all contractual, statutory or
common law rights of reimbursement, contribution or indemnity from the Borrower
or any other Guarantor which it may at any time otherwise have as a result of
this Guaranty.
11. If and to the extent that any Guarantor makes any payment to any
Creditor or to any other person pursuant to or in respect of this Guaranty, any
claim which such Guarantor may have against the Borrower by reason thereof shall
be subject and subordinate to the prior payment in full of the Guaranteed
Obligations to each Creditor.
12. Each Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Total Commitment and when no Letter of
Credit or Note remains outstanding and all Guaranteed Obligations have been paid
in full, such Guarantor shall take, or will refrain from taking, as the case may
be, all actions that are necessary to be taken or not taken so that no violation
of any provision, covenant or agreement contained in section 7 or 8 of the
Credit Agreement, and so that no Default or Event of Default, is caused by the
actions of such Guarantor or any of its Subsidiaries.
13. The Guarantors hereby jointly and severally agree to pay, to the
extent not paid pursuant to section 12.1 of the Credit Agreement, all reasonable
out-of-pocket costs and expenses of each Creditor in connection with the
enforcement of this Guaranty and any amendment, waiver or consent relating
hereto (including, without limitation, the reasonable fees and disbursements of
counsel employed by the Administrative Agent or any of the Creditors).
14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns, and shall inure to the benefit of the Administrative
Agent and the Creditors and their successors and assigns to the extent permitted
under the Credit Agreement (or any Designated Interest Rate Agreement, in the
case of an Interest Rate Creditor).
15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except with the written consent of the Required
Lenders (or to the extent required by section 12.12 of the Credit
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Agreement, with the written consent of each Lender) and each Guarantor affected
thereby (it being understood that the addition or release of any Guarantor
hereunder shall not constitute a change, waiver, discharge or termination
affecting any Guarantor other than the Guarantor so added or released).
16. Each Guarantor acknowledges that an executed (or conformed) copy of
each of the Credit Documents has been made available to its principal executive
officers and such officers are familiar with the contents thereof.
17. 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 and
during the continuance of an Event of Default (such term to mean any "Event of
Default" as defined in the Credit Agreement or any payment default under any
Designated Interest Rate Agreement after any applicable grace period), each
Creditor is hereby authorized at any time or from time to time, without notice
to such Guarantor or to any other person, any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other indebtedness at any time held or owing by such Creditor
to or for the credit or the account of such Guarantor, against and on account of
the obligations and liabilities of such Guarantor to such Creditor under this
Guaranty, irrespective of whether or not such Creditor shall have made any
demand hereunder and although said obligations, liabilities, deposits or claims,
or any of them, shall be contingent or unmatured. Each Creditor agrees to
promptly notify the relevant Guarantor after any such set off and application,
provided, however that the failure to give such notice shall not affect the
validity of such set off and application.
18. All notices requests, demands or other communications pursuant
hereto shall be made in writing (including telegraphic, telex, facsimile
transmission or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to any Guarantor, at the address specified
beneath its signature hereto; if to any Creditor, as provided in the Credit
Agreement; or in any case at such other address as any of the persons listed
above may hereafter notify the others in writing. All such notices and
communication shall be mailed, telegraphed, telexed, facsimile transmitted, or
cabled or sent by overnight courier, and shall be effective when received.
19. If claim is ever made upon any Creditor for repayment or recovery
of any amount or amounts received in payment or on account of any of the
Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.
20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE CREDITORS
AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF KENTUCKY. Any legal action or
proceeding with respect to this Guaranty may be brought in the Jefferson Circuit
Court, Louisville, Kentucky, or of the United States of America for the Western
District of Kentucky, and, by execution and delivery of this Guaranty, each
Guarantor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each
Guarantor hereby irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered mail, return receipt requested, to each Guarantor
at its address set forth opposite its signature below, such service to become
effective 30 days after such mailing, or such earlier time as may be provided by
applicable law. Nothing herein shall affect the right of the Administrative
Agent or any of the Creditors to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against each Guarantor
in any other jurisdiction.
(b) Each Guarantor hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Guaranty or any other
Credit Document brought in the courts referred to in section 20(a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that such action or proceeding brought in any such court has been brought
in an inconvenient forum.
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(c) Each Guarantor, the Administrative Agent and each Creditor hereby
irrevocably waives all rights to a trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Guaranty, the other Credit
Documents or the transactions contemplated hereby or thereby.
21. In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of section 8.2 of the Credit Agreement (or such sale or other
disposition has been approved in writing by the Required Lenders (or all Lenders
if required by section 12.12 of the Credit Agreement)) and the proceeds of such
sale, disposition or liquidation are applied, to the extent applicable, in
accordance with the provisions of the Credit Agreement, such Guarantor shall be
released from this Guaranty and this Guaranty shall, as to each such Guarantor
or Guarantors, terminate, and have no further force or effect (it being
understood and agreed that the sale of one or more persons that own, directly or
indirectly, all of the capital stock or partnership interests of any Guarantor
shall be deemed to be a sale of such Guarantor for the purposes of this section
21).
22. Each Guarantor, in addition to the subrogation rights it shall have
against the Borrower under applicable law as a result of any payment it makes
hereunder, shall also have a right of contribution against all other Guarantors
in respect of any such payment pro rata among same based on their respective net
fair value as enterprises, provided any such right of contribution shall be
subject and subordinate to the prior payment in full of the Guaranteed
Obligations (and such Guarantor's obligations in respect thereof). It is the
desire and intent of each Guarantor and the Creditors that this Guaranty shall
be enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If and to the
extent that the obligations of any Guarantor under this Guaranty would, in the
absence of this sentence, be adjudicated to be invalid or unenforceable because
of any applicable state or federal law relating to fraudulent conveyances or
transfers, then the amount of such Guarantor's liability hereunder in respect of
the Guaranteed Obligations shall be deemed to be reduced ab initio to that
maximum amount which would be permitted without causing such Guarantor's
obligations hereunder to be so invalidated.
23. The Creditors agree that this Guaranty may be enforced only by the
action of the Administrative Agent, acting upon the instructions of the Required
Lenders, and that no Creditor shall have any right individually to seek to
enforce or to enforce this Guaranty or to realize upon the security to be
granted by the Security Documents, it being understood and agreed that such
rights and remedies may be exercised by the Administrative Agent or the
Collateral Agent for the benefit of the Creditors upon the terms of this
Guaranty and the Security Documents. The Creditors further agree that this
Guaranty may not be enforced against any director, officer or employee of any
Guarantor.
24. All payments made by any Guarantor hereunder will be made without
setoff, counterclaim or other defense except as provided herein.
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Kentucky Notice of Guaranteed Amount and Termination Date
SEE SECTION 25 BELOW.
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25. For purposes of Kentucky Revised Statutes a. 371.065, it is hereby
declared and agreed, without, however, increasing, expanding, extending or
otherwise changing or affecting any of the rights or obligations of any
Guarantor under the other provisions of this Guaranty, that the maximum
principal amount of indebtedness guaranteed hereunder, exclusive of interest,
fees, and charges and costs of collecting guaranteed indebtedness, is
$200,000,000, and that the termination date of the guaranty obligations
hereunder is December 31, 2003.
26. This Guaranty may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Administrative
Agent.
* * *
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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.
LANTANA PARTNERS, LTD.,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 a Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
a: (502) 596-4160
PHILLIPPE ENTERPRISES, INC.,
as a Guarantor
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 a Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
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HILLHAVEN PROPERTIES, LTD.,
as a Guarantor
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
CASTLE GARDENS RETIREMENT CENTER,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
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HILLCREST RETIREMENT CENTER, LTD.,
as a Guarantor
By: FAIRVIEW LIVING CENTERS, INC.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
SANDY RETIREMENT CENTER LIMITED
PARTNERSHIP,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
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TOPEKA RETIREMENT CENTER, LTD.,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
EVERGREEN WOODS, LTD.,
as a Guarantor
By: ATRIA COMMUNITIES, INC.,
a General Partner
By: /s/ J. Timothy Wesley
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
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FAIRVIEW LIVING CENTERS, INC.,
as a Guarantor
By: /s/ James H. Gillenwater, Jr.
---------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
TWENTY-NINE HUNDRED ASSOCIATES, LTD.,
as a Guarantor
By: TWENTY-NINE HUNDRED CORPORATION,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
12
TWENTY-NINE HUNDRED CORPORATION,
as a Guarantor
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
WOODHAVEN PARTNERS, LTD.,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
13
TUCSON RETIREMENT CENTER LIMITED
PARTNERSHIP,
as a Guarantor
By: HILLHAVEN PROPERTIES, LTD.,
a General Partner
By: /s/ James H. Gillenwater, Jr.
------------------------------
Vice President
Address:
c/o Atria Communities, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Attn.: Chief Financial Officer
Fax: (502) 596-4160
Accepted and Agreed to:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Edward J. Weisto
------------------------------
Vice President
14