Exhibit 10.12 E X E C U T E D Brier Oak Convalescent Lease LEASE AGREEMENT by and among BERNARD BUBMAN, ARNOLD & ELAINE FRIEDMAN AS TRUSTEES FOR THE ARNOLD & ELAINE FRIEDMAN FAMILY TRUST OF SEPTEMBER 7TH, 1993, IRENE WEISS AND SUNSET MOTEL AND...Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
Contract Type FiledAugust 25th, 1998 Company Industry Jurisdiction
EXHIBIT 10.49 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is dated as of April 16, 1998, by and among Fountain View, Inc., a Delaware corporation (the "Borrower"), and the other parties executing this Agreement under the heading...Pledge Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
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LEASE AGREEMENT ---------------Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
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EXHIBIT 10.50 SECURITY AGREEMENT This Security Agreement (the "Agreement") is dated as of April 16, 1998, by and among Fountain View, Inc., a Delaware corporation (the "Borrower"), and the other parties executing this Agreement under the heading...Security Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
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LEASE forLease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 25th, 1998 Company Industry
EXHIBIT 1.1 FOUNTAIN VIEW, INC. 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENT ------------------Purchase Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • New York
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Recitals --------Sublease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Arizona
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EXHIBIT 10.44 AMENDMENT NO. 1 TO FOUNTAIN VIEW, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
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LEASE -----Lease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 25th, 1998 Company Industry
Investor Securities Purchased Consideration -------- -------------------- ------------- Baylor 9,873 shares of Series A $10,000,000 Preferred Stock and Warrants to purchase 54,999 shares of Series C Common Stock Buckner 2,469 shares of Series A $...Investment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 5th, 1998 Company Industry
EXHIBIT 10.39 EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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EXHIBIT 10.40 EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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WITNESSETH:Guaranty Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
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LEASE FORLease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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EXHIBIT 10.45 AMENDMENT NO. 1 TO FOUNTAIN VIEW, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 5th, 1998 Company Industry
BY - LAWS --------- OF --By-Laws • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 5th, 1998 Company Industry
EXHIBIT 10.47 CREDIT AGREEMENT DATED AS OF APRIL 16, 1998,Credit Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
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EXHIBIT 10.51 REVOLVING NOTE U.S. $30,000,000.00 April 16, 1998 For Value Received, the undersigned, Fountain View, Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Bank of Montreal (the "Bank") on the Revolving...Revolving Note • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 5th, 1998 Company Industry
LEASE LEASE AGREEMENT ---------------Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
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INDENTUREIndenture • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • New York
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EXHIBIT 10.25 ORIGINAL 3 OF 3 FRESNO-BROWNING OFFICE CENTRE OFFICE BUILDING LEASE (Excludes Utilities and Janitorial) LEASE AGREEMENT 1. PARTIES AND BASIC LEASE PROVISIONS. This lease, dated for reference purposes only December 18 1996, is made by and...Office Building Lease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 25th, 1998 Company Industry
GROUND LEASE ------------Assignment of Lease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 25th, 1998 Company Industry
EXHIBIT 10.38 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
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EXHIBIT 10.42 PROMISSORY NOTE AND PLEDGE AGREEMENT ------------------------------------Promissory Note and Pledge Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
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RECITALS --------Agreement of Purchase and Sale of Assets • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
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AGREEMENT OFLimited Liability Company Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Delaware
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Recording Requested by ) Law Offices of Gary W. Sanders ) 500 North State College Boulevard ) Suite 1220 ) Orange, California 92668 ) (714) 634-4211 ) __ ______________________________________________________________________________ Space above line...Assignment and Assumption of Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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Between DOUGLAS EMMETT JOINT VENTURE, a California general partnership as Landlord and THE FOUNTAIN VIEW MANAGEMENT GROUP, a California corporation as Tenant Dated February 1, 1995 OFFICE LEASE BASIC LEASE INFORMATION Date: February 1, 1995Office Lease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860Legal Opinion • September 4th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledSeptember 4th, 1998 Company IndustryYou have requested our opinion regarding the discussion of the material United States federal income tax considerations under the heading "Material Federal Income Tax Consequences" in the Prospectus (the "Prospectus") included in the Registration Statement on Form S-4, File No. 333-57279, originally filed by Fountain View, Inc., a Delaware corporation (the "Company") on June 19, 1998 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus relates to the offer made by the Company to exchange an aggregate amount at maturity of up to $120,000,000 of the 11 1/4% Senior Subordinated Notes Due 2008 of the Company (the "Exchange Notes") for a like principal amount of the Company's issued and outstanding 11 1/4% Senior Subordinated Notes Due 2008, previously sold pursuant to Rule 144A (the "Outstanding Notes"). This opinion is delivered in accordance with the re
TERM NOTETerm Note • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledAugust 5th, 1998 Company Industry
CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860 September 4, 1998Registration Opinion • September 4th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
Contract Type FiledSeptember 4th, 1998 Company Industry
LEASELease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
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EXHIBIT 10.30 AGREEMENT FOR DEVELOPMENT AND OPERATION OF SKILLED NURSING FACILITIES BY AND AMONG FOUNTAIN VIEW, INC., A DELAWARE CORPORATIONDevelopment and Operation Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
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MONUMENT HILL GENERAL WARRANTY DEEDGeneral Warranty Deed • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
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Warrant -------Warrant Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Delaware
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