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EXHIBIT 10.20
JUNIOR PROMISSORY NOTE
$14,750,000 May 7, 1996
For value received, ARCLP-CHARLOTTE, LLC, a Tennessee limited
liability company, and AMERICAN RETIREMENT COMMUNITIES, L.P., a Tennessee
limited partnership (individually and collectively, "BORROWER"), jointly and
severally promise and agree to pay to the order of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("LENDER"), in lawful money of the United
States of America, the principal sum of $14,750,000 or so much thereof as may
be advanced and remain outstanding under this Note and the Loan Agreement of
even date herewith between Borrower and Lender (as from time to time amended,
modified or supplemented, the "LOAN AGREEMENT"), with interest on the unpaid
principal sum owing hereunder at the rate or rates or in the amounts designated
for this Note and computed in accordance with the Loan Agreement, together with
other amounts due Lender under the Loan Agreement, all payable in the manner
and at the time or times provided in the Loan Agreement. Capitalized terms used
herein, but not defined, shall have the meanings assigned to them in the Loan
Agreement.
This Note is the Junior Note as identified and defined in the Loan
Agreement. This Note is executed and delivered in conjunction with Borrower's
execution and delivery of the Senior Promissory Note of even date herewith, in
the stated principal amount of $37,000,000 bearing interest and being payable
to the order of Lender as provided therein and in the Loan Agreement (the
"SENIOR NOTE").
If not sooner due and payable in accordance with the Loan Agreement,
Borrower shall pay to Lender all amounts due and unpaid under the Loan
Agreement on April 30, 2003, or on any earlier Maturity Date as set forth in
the Loan Agreement. Unless otherwise specified in writing by Lender, all
payments hereunder shall be paid to Lender at GECC Commercial Real Estate,
GECC/CRE Depository, P.O. Box 910361, Dallas, Texas 75391-0361. Lender reserves
the right to require any payment on this Note, whether such payment is a
regular installment, prepayment or final payment, to be by wired federal funds
or other immediately available funds.
Borrower, co-makers, sureties, endorsers and guarantors, and each of
them, expressly waive demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of intent to accelerate
the maturity hereof, notice of the acceleration of the maturity hereof,
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and in the handling of securities at any time existing in
connection herewith; such parties are and shall be jointly, severally, directly
and primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder or in connection
with any right, lien, interest or property at any and all times had or existing
as security for any amount called for hereunder.
This Note evidences advances made, interest due and all amounts
otherwise owed to Lender under the Loan Agreement. This Note is executed in
conjunction with the Loan Agreement and is secured by the liens and security
interests created under the Loan Documents (including those arising under the
Junior Mortgage). Reference is made to the Loan Agreement for provisions
relating to repayment of the indebtedness evidenced by this Note, including
mandatory repayment, acceleration following default, late charges, default rate
of interest, limitations on interest, restrictions on prepayment, and
participation interest (if any).
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Borrower's liability hereunder is subject to the limitation on
liability provisions of Article 12 of the Loan Agreement. This Note has been
executed and delivered in and shall be construed in accordance with and
governed by the laws of the State of Texas and of the United States of America.
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Executed as of the date first written above.
ARCLP - CHARLOTTE, LLC,
a Tennessee limited liability company
By: /s/ H. Todd Kaestner
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H. Todd Kaestner
Executive Vice President-Corporate Development
AMERICAN RETIREMENT COMMUNITIES, L.P.,
a Tennessee limited partnership
By: American Retirement Communities, LLC,
a Tennessee limited liability company, its
sole general partner
By: /s/ H. Todd Kaestner
------------------------------------------
H. Todd Kaestner
Executive Vice President-
Corporate Development
FLORIDA DOCUMENTARY STAMP TAXES DUE ON THE INDEBTEDNESS EVIDENCED HEREBY HAVE
BEEN PAID UPON RECORDATION OF THE JUNIOR MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING OF EVEN DATE HEREWITH, RECORDED IN THE PUBLIC RECORDS OF DUVAL
COUNTY, FLORIDA, ON OR ABOUT THE DATE HEREOF.
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EXHIBIT 10.21
SENIOR PROMISSORY NOTE
$37,000,000 May 7, 1996
For value received, ARCLP-CHARLOTTE, LLC, a Tennessee limited
liability company, and AMERICAN RETIREMENT COMMUNITIES, L.P., a Tennessee
limited partnership (individually and collectively, "Borrower"), jointly and
severally promise and agree to pay to the order of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("Lender"), in lawful money of the United
States of America, the principal sum of $37,000,000 or so much thereof as shall
be advanced and remain outstanding under this Note and the Loan Agreement of
even date herewith between Borrower and Lender (the "Loan Agreement"), with
interest on the unpaid principal sum owing hereunder at the rate or rates or in
the amounts designated for this Note and computed in accordance with the Loan
Agreement, together with other amounts due Lender under the Loan Agreement, all
payable in the manner and at the time or times provided in the Loan Agreement.
Capitalized terms used herein, but not defined, shall have the meanings
assigned to them in the Loan Agreement.
This Note is the Senior Note as identified and defined in the Loan
Agreement. This Note is executed and delivered in conjunction with Borrower's
execution and delivery of the Junior Promissory Note of even date herewith, in
the stated principal amount of $14,750,000, bearing interest and being payable
to the order of Lender as provided therein and in the Loan Agreement (the
"Junior Note").
If not sooner due and payable in accordance with the Loan Agreement,
Borrower shall pay to Lender all amounts due and unpaid under the Loan
Agreement on April 30, 2003, or on any earlier Maturity Date as set forth in
the Loan Agreement. Unless otherwise specified in writing by Lender, all
payments hereunder shall be paid to Lender at GECC Commercial Real Estate,
GECC/CRE Depository, P.O. Box 910361, Dallas, Texas 75391-0361. Lender reserves
the right to require any payment on this Note, whether such payment is a
regular installment, prepayment or final payment, to be by wired federal funds
or other immediately available funds.
Borrower, co-makers, sureties, endorsers and guarantors, and each of
them, expressly waive demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of intent to accelerate
the maturity hereof, notice of the acceleration of the maturity hereof,
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and in the handling of securities at any time existing in
connection herewith; such parties are and shall be jointly, severally, directly
and primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder or in connection
with any right, lien, interest or property at any and all times had or existing
as security for any amount called for hereunder.
This Note evidences advances made, interest due and all amounts
otherwise owed to Lender under the Loan Agreement. This Note is executed in
conjunction with the Loan Agreement and is secured by liens and security
interests created under the Loan Documents (including those arising under the
Senior Mortgage). Reference is made to the Loan Agreement for provisions
relating to repayment of the indebtedness evidenced by this Note, including
mandatory repayment, acceleration following default, late charges, default rate
of interest, limitations on interest, restrictions on prepayment, and
participation interest (if any).
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Borrower's liability hereunder is subject to the limitation on
liability provisions of Article 12 of the Loan Agreement. This Note has been
executed and delivered in and shall be construed in accordance with and
governed by the laws of the State of Texas and of the United States of America.
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Executed as of the date first written above.
ARCLP - CHARLOTTE, LLC,
a Tennessee limited liability company
By: /s/ H. Todd Kaestner
------------------------------------------------
H. Todd Kaestner
Executive Vice President-Corporate Development
AMERICAN RETIREMENT COMMUNITIES, L.P.,
a Tennessee limited partnership
By: American Retirement Communities, LLC,
a Tennessee limited liability company, its
sole general partner
By: /s/ H. Todd Kaestner
-------------------------------------
H. Todd Kaestner
Executive Vice President-
Corporate Development
FLORIDA DOCUMENTARY STAMP TAXES DUE ON THE INDEBTEDNESS EVIDENCED HEREBY HAVE
BEEN PAID UPON RECORDATION OF THE SENIOR MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING OF EVEN DATE HEREWITH, RECORDED IN THE PUBLIC RECORDS OF DUVAL
COUNTY, FLORIDA, ON OR ABOUT THE DATE HEREOF.