William J. Fleischaker and Donni L. Fleischaker - Page 14

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               Adult Living Centers negotiated to purchase Muskogee                    
          Convalescent, an existing licensed nursing home facility located             
          in Muskogee, Oklahoma.  To finance the purchase, Adult Living                
          Centers obtained an $855,000 loan from Phoenix Federal on                    
          September 11, 1985.  Petitioner signed a limited guaranty of                 
          payment for a portion of the new $855,000 Phoenix Federal loan               
          (Phoenix Federal loan guaranty) based on his proportionate stock             
          ownership in Adult Living Centers.                                           
               Despite the acquisition of Muskogee Convalescent, however,              
          Adult Living Centers continued to have financial difficulties and            
          defaulted on its various obligations to State Federal and Phoenix            
          Federal.  The lending institutions, or their respective                      
          successors in interest,5 commenced collection actions and                    
          foreclosure proceedings against Adult Living Centers to collect              
          the outstanding debts and against petitioner to enforce his                  
          obligations under the various guaranty agreements.6  Between 1988            
          and 1992, petitioner was a party to five separate lawsuits                   
          pertaining to the Phoenix Federal and State Federal loans and                
          commitments to Adult Living Centers.                                         

               5Cimarron Federal Savings & Loan Association (Cimarron                  
          Federal) was a successor in interest to Phoenix Federal.  The                
          Resolution Trust Corporation (RTC) was a successor in interest to            
          Cimarron Federal and to State Federal.                                       
               6In certain instances, the Federal Deposit Insurance                    
          Corporation (FDIC) supervised the collection of loans owned by               

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