EXHIBIT 10.41.3
SECOND AMENDMENT TO AMENDED AND RESTATED
MASTER LEASE AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
("Second Amendment") is dated as of December 21, 2001 (the "Effective Date")
among HEALTH CARE REIT, INC., a corporation organized under the laws of the
State of Delaware ("HCRI" and a "Landlord"), HCRI INDIANA PROPERTIES, LLC, a
limited liability company organized under the laws of the State of Indiana
("HCRI-IN" and a "Landlord"), HCRI NORTH CAROLINA PROPERTIES, LLC, a limited
liability company organized under the laws of the State of Delaware ("HCRI-NC"
and a "Landlord"), HCRI TENNESSEE PROPERTIES, INC., a corporation organized
under the laws of the State of Delaware ("HCRI-TN" and a "Landlord"), HCRI TEXAS
PROPERTIES, LTD., a limited partnership organized under the laws of the State of
Texas ("HCRI-TX" and a "Landlord"), and HCRI WISCONSIN PROPERTIES, LLC, a
limited liability company organized under the laws of the State of Wisconsin
("HCRI-WI" and a "Landlord"), each Landlord having its principal office located
at Xxx XxxXxxx, Xxxxx 0000, X.X. Xxx 0000, Xxxxxx, Xxxx 00000-0000, and ALTERRA
HEALTHCARE CORPORATION, a corporation organized under the laws of the State of
Delaware ("Tenant"), having its chief executive office located at 00000
Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
RECITALS
A. HCRI, HCRI-NC, HCRI-TN and HCRI-TX, as Landlord, and Tenant
entered into an Amended and Restated Master Lease Agreement dated effective as
of July 1, 2001 ("Master Lease") as amended pursuant to a certain First
Amendment to Amended and Restated Master Lease Agreement dated as of July 16,
2001 ("First Amendment") (the Master Lease together with the First Amendment
hereinafter referred to as "Lease").
B. On July 19, 2001, the Limited Warranty Deed transferring the real
property located in Xxxxxx County, Indiana, commonly known as Alterra Clare
Bridge Cottage of Valparaiso and Alterra Sterling House of Valparaiso, from HCRI
to HCRI-IN was filed of record.
C. Landlord and Tenant desire to amend the Lease to include three
additional Facilities located in Xxxxxxxx Township, New Jersey; Fayetteville
(a/k/a Manlius), New York; and Middleton, Wisconsin (the "Second Amendment
Facilities") and as otherwise set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows.
1. Capitalized Terms. Any capitalized terms not defined in this
Second Amendment shall have the meaning set forth in the Lease.
2. Definitions. Section 1.4 of the Lease is hereby amended to add or
amend the following definitions:
"Affiliate" also means each Guarantor or Subtenant.
"Annual Financial Statements" means [i] for Tenant and Subtenant,
an audited balance sheet, statement of income, and statement of
cash flows for the most recent fiscal year on an individual
facility and consolidated basis; and [ii] for each Facility, an
unaudited Facility Financial Statement for the most recent fiscal
year.
"Guarantor" means Subtenant.
"HCRI-IN" means HCRI Indiana Properties, LLC, a limited liability
company organized under the laws of the State of Indiana.
"HCRI-WI" means HCRI Wisconsin Properties, LLC, a limited
liability company organized under the laws of the State of
Wisconsin.
"Indiana Facility" means each Facility located in the State of
Indiana.
"Landlord" means HCRI, HCRI-IN, HCRI-NC, HCRI-TN, HCRI-TX and
HCRI-WI, individually and collectively.
"Manlius Earnout Amount" means $500,000.00.
"Periodic Financial Statements" means [i] for Tenant and
Subtenant, the unaudited balance sheet and statement of income of
Tenant and Subtenant for the most recent quarter; and [ii] for
the Facility, the unaudited Facility Financial Statement for the
most recent month.
"Receivables" means [i] all of Tenant's or Subtenant's rights to
receive payment for providing resident care and services at the
Facility as set forth in any accounts, contract rights, and
instruments, and [ii] those documents, chattel paper, inventory
proceeds, provider agreements, participation agreements, ledger
sheets, files, records, computer programs, tapes, and agreements
relating to Tenant's or Subtenant's rights to receive payment for
providing resident care services at the Facility. References in
this Lease to the "Receivables" shall mean all Receivables unless
expressly stated otherwise.
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"Related Rights" means all easements, rights (including bed
operating rights) and appurtenances relating to the Land and
Improvements, and only with respect to the Facility located in
Fayetteville, New York, a certain Lease dated as of September 30,
1997 between Manlius Highbridge Street, LLC and Manlius Partners,
as amended and assigned from time to time.
"Subtenant" means Manlius Clare Bridge Operator, Inc., a New York
corporation. Each Subtenant will be the licensed operator of its
respective Facility as shown on Exhibit C. References in this
Lease to Subtenant shall relate to such Subtenant's Facility
unless expressly stated otherwise.
"Wisconsin Facility" means each Facility located in the State of
Wisconsin.
3. Lease Advance. The definition of Lease Advance in Section 1.4 of
the Lease is hereby amended in its entirety as follows:
"Lease Advance" means [i] the Initial Lease Advance; [ii] the
Lease Advance by Landlord to Tenant of $12,750,000.00 pursuant to
the First Amendment; [iii] the advance (if any) of the Earnout
Amount made pursuant to Section 2.8; [iv] the Lease Advance by
Landlord to Tenant of $13,708,200.00 of even date herewith; [v]
the advance (if any) of the Manlius Earnout Amount made pursuant
to Section 2.9; and [vi] any other advance of funds by Landlord
to Tenant pursuant to the term of this Lease.
4. Lease Rate. The definition of Lease Rate in Section 1.4 of the
Lease is hereby amended in its entirety as follows:
Notwithstanding anything to the contrary set forth in this
definition of Lease Rate, commencing on the Effective Date of
this Second Amendment, the Lease Rate is 10.72% to be increased
as set forth in the Lease.
5. Landlord As Agent. Section 1.5 of the Lease is hereby amended in
its entirety as follows:
1.5 Landlord As Agent. With respect to each Indiana Facility,
Wisconsin Facility, North Carolina Facility, Tennessee Facility
and Texas Facility, each of HCRI-IN, HCRI-WI, HCRI-NC, HCRI-TN
and HCRI-TX, respectively, appoints HCRI as its agent and lawful
attorney-in-fact to act for it for all purposes and actions of
Landlord under this Lease. All notices, consents, waivers and all
other documents and instruments executed by HCRI pursuant to this
Lease from time to time and
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all other actions of HCRI as Landlord under this Lease shall be
binding upon HCRI-IN, HCRI-WI, HCRI-NC, HCRI-TN and HCRI-TX, as
applicable. All Rent payable under this Lease shall be paid to
HCRI.
6. Place of Payment of Rent. Section 2.4 of the Lease is hereby
amended by adding the following sentence at the end of Section 2.4:
"As of the Effective Date hereof, Tenant shall make all payments
of Rent to Landlord by electronic wire transfer in accordance
with wiring instructions provided to Tenant by Landlord from time
to time."
7. Earnout Disbursement. Article 2 of the Lease is hereby amended to
add the following Section 2.9:
2.9 Manlius Earnout Disbursement. If either [i] Tenant achieves a
Portfolio Coverage Ratio (hereinafter defined) of not less than
1.35 to 1.00 for four consecutive quarters during the first 24
months after the Effective Date of this Second Amendment as
evidenced by financial statements satisfactory to Landlord or
[ii] a bankruptcy court approves the assumption of this Lease by
Tenant, as debtor-in-possession, without an appeal having been
taken, whichever of [i] or [ii] occurs first, and provided that
the Allocated Lease Amount for the Second Amendment Facilities
after payment of the Manlius Earnout Payment is less than 90% of
the appraisal value of the Second Amendment Facilities, Landlord
shall disburse the Manlius Earnout Amount to Tenant upon Tenant's
satisfaction of the following disbursement requirements: [a]
Tenant has provided an endorsement to the owner's policy of title
insurance issued to Landlord that brings forward the date of the
policy to the date of disbursement and that increases the policy
amount by the Manlius Earnout Amount; [b] Tenant has provided an
amendment to the Letter of Credit by which the amount of the
Letter of Credit is increased to equal 2.5% of the Allocated
Lease Amount for the Second Amendment Facilities, including the
Manlius Earnout Amount; [c] Tenant has paid all of Landlord's
reasonable out-of-pocket expenses, including, without limitation,
attorneys' fees and expenses, incurred in connection with the
Manlius Earnout Amount; [d] no uncured Event of Default exists
under this Lease and no event has occurred which, with the giving
of notice, the passage of time or both, would constitute an Event
of Default; and [e] no material adverse change in the condition
of Landlord or the Leased Property exists. For purposes of this
Section 2.9, the calculation of the Portfolio Coverage Ratio
shall be made as if
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the Manlius Earnout Amount was included in the Lease Amount at
the commencement of the period of four consecutive quarters for
which the calculation is being made. Landlord shall not be
obligated to disburse the Manlius Earnout Amount if Tenant does
not satisfy the foregoing disbursement requirements within six
months after the Portfolio Coverage Ratio requirement has been
satisfied.
8. Events of Default. Section 8.1 of the Lease is hereby amended in
its entirety as follows:
8.1 Events of Default. The occurrence of any one or more of the
following shall be an event of default ("Event of Default")
hereunder:
(a) Tenant fails to pay in full any installment of Rent or any
other monetary obligation payable by Tenant under this Lease
(including the Option Price) within three business days after
Tenant is given written notice of such failure, which written
notice shall be given, at Landlord's option, at any time after
the expiration of 10 days from the date such payment is due;
provided, however, that, if Tenant receives two notices of
default during any one year period, regardless of any subsequent
cure of such default, thereafter Landlord shall not be obligated
to give Tenant written notice of any failure to make any such
payments, and it shall be an Event of Default if Tenant fails to
pay any installment of Rent or any other monetary obligation
payable by Tenant under this Lease (including the Option Price)
within 10 days after such payment is due.
(b) Tenant or Subtenant fails to comply with any covenant set
forth in Article 14, Section 15.6, Section 15.7, Section 15.8 or
Article 20 of this Lease, to the extent such covenant is
applicable to such entity.
(c) Tenant fails to observe and perform any other covenant,
condition or agreement under this Lease to be performed by Tenant
and [i] such failure continues for a period of 30 days after
written notice thereof is given to Tenant by Landlord; or [ii]
if, by reason of the nature of such default it cannot be remedied
within 30 days, Tenant fails to proceed with diligence reasonably
satisfactory to Landlord after receipt of the notice to cure the
default or, in any event, fails to cure such default within 90
days after receipt of the notice. The foregoing notice and cure
provisions do not apply to any Event of Default otherwise
specifically described in any other subsection of Section 8.1.
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(d) Tenant or Subtenant abandons or vacates any Facility Property
or any material part thereof or ceases to do business or ceases
to exist for any reason for any one or more days except as a
result of condemnation or casualty.
(e) [i] The filing by Tenant or Subtenant of a petition under the
Bankruptcy Code or the commencement of a bankruptcy or similar
proceeding by Tenant; [ii] the failure by Tenant or Subtenant
within 60 days to dismiss an involuntary bankruptcy petition or
other commencement of a bankruptcy, reorganization or similar
proceeding against Tenant, or to lift or stay any execution,
garnishment or attachment of such consequence as will impair its
ability to carry on its operation at the Leased Property; [iii]
the entry of an order for relief under the Bankruptcy Code in
respect of Tenant or Subtenant; [iv] any assignment by Tenant or
Subtenant for the benefit of its creditors; [v] the entry by
Tenant or Subtenant into an agreement of composition with its
creditors; [vi] the approval by a court of competent jurisdiction
of a petition applicable to Tenant or Subtenant in any proceeding
for its reorganization instituted under the provisions of any
state or federal bankruptcy, insolvency, or similar laws; [vii]
appointment by final order, judgment, or decree of a court of
competent jurisdiction of a receiver of a whole or any
substantial part of the properties of Tenant or Subtenant
(provided such receiver shall not have been removed or discharged
within 60 days of the date of his qualification). Notwithstanding
the foregoing, such an event shall not constitute an Event of
Default hereunder if (a) with respect to clauses [i] and [ii],
such event occurs on or prior to December 31, 2002 or (b) with
respect to clauses [iii], [iv], [v], [vi] or [vii] such event
occurs at any time in connection with a bankruptcy action filed
on or prior to December 31, 2002.
(f) [i] Any receiver, administrator, custodian or other person
takes possession or control of any of the Leased Property and
continues in possession for 60 days; [ii] any writ against any of
the Leased Property is not released within 60 days; [iii] any
judgment is rendered or proceedings are instituted against the
Leased Property or Tenant or Subtenant which affect the Leased
Property or any part thereof, which is not dismissed for 60 days
(except as otherwise provided in this section); [iv] all or a
substantial part of the assets of Tenant or Subtenant are
attached, seized, subjected to a writ or distress warrant, or are
levied upon, or come into the possession of any receiver,
trustee, custodian, or assignee for the benefit of creditors
occurring after December 31, 2002; [v] Tenant or Subtenant is
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enjoined, restrained, or in any way prevented by court order
(other than ex parte order) from conducting all or a substantial
part of its business or affairs at the Leased Property; or [vi]
except as otherwise permitted hereunder, a final notice of lien,
levy or assessment is filed of record with respect to all or any
part of the Leased Property or any property of Tenant or
Subtenant located at the Leased Property and is not dismissed,
discharged, or bonded-off within 30 days or is not otherwise
addressed pursuant to Section 7.3.
(g) Any material representation or warranty made by Tenant or
Subtenant in this Lease or any other document executed in
connection with this Lease, any guaranty of or other security for
this Lease, or any report, certificate, application, financial
statement or other material instrument furnished by Tenant or
Subtenant pursuant hereto or thereto shall prove to be false,
misleading or incorrect in any material respect as of the date
made.
(h) Tenant, Subtenant or any Affiliate defaults on any
indebtedness or obligation to Landlord or any Landlord Affiliate,
including, without limitation, any lease with Landlord or any
Landlord Affiliate, or Tenant or any Affiliate receives notice of
acceleration of payment in connection with a default under any
Material Obligation unless Tenant can demonstrate to Landlord
that such acceleration will not cause Tenant to be in violation
of Section 15.7, and any applicable grace or cure period with
respect to default under such indebtedness or obligation expires
without such default having been cured. This provision applies to
all such indebtedness and obligations as they may be amended,
modified, extended, or renewed from time to time. Notwithstanding
the foregoing, such an event shall not constitute an Event of
Default hereunder if the event occurs on or prior to December 31,
2002.
(i) Except as otherwise specifically permitted herein, the
assignment, sublease or the occurrence of any other change in
Tenant's leasehold interest in any of the Leased Property, which
shall not include any change in Tenant's stock ownership.
(j) The license to operate any Facility for the applicable
Facility Use, for the Facility or any other Government
Authorization which is material to the operation of such
Facility, is canceled, suspended or otherwise invalidated after
expiration of any cure or appeal period, notice of impending
revocation proceedings is received and Tenant or Subtenant
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fails to diligently contest such proceeding, or any reduction
occurs in the number of licensed beds or units at any Facility in
excess of 3%.
(k) Notwithstanding anything in this Section 8.1 to the contrary,
an Event of Default under [i] Section 8.1(b) (but only with
respect to Section 15.7); [ii] Section 8.1(c); [iii] Section
8.1(d); [iv] Section 8.1(f) (but only with respect to [v]
thereof); or [v] Section 8.1(j) (each a "Potential Event of
Default") shall not constitute an Event of Default hereunder
unless such Potential Event of Default negatively effects 5% or
more of the total beds at the Leased Property. If the Potential
Event of Default negatively effects less than 5% of the total
beds at the Leased Property, then Tenant shall have 90 days (in
addition to any cure period set forth above) after the occurrence
of the Potential Event of Default to cure such Potential Event of
Default. If such Potential Event of Default is not cured within
said 90-day period, then Tenant shall be obligated within 12
months thereafter to either [i] provide a substitute property for
that portion of the Leased Property that caused the Potential
Event of Default, which substitute property shall satisfy all of
the Landlord's underwriting requirements, in Landlord's sole
discretion, or [ii] acquire that portion of the Leased Property
which caused the Potential Event of Default at a price equal to
the greater of Fair Market Value, as determined pursuant to
Section 13.3 hereof or the Allocated Lease Amount for the
Facility plus 10% of the Allocated Lease Amount. The terms and
conditions set forth in Section 13.4 hereof shall apply to any
closing.
9. Remedies. Section 8.2(g) and (h) of the Lease are hereby amended
in their entirety as follows:
(g) With respect to the Collateral or any portion thereof and
Landlord's security interest therein, Landlord may exercise all
of its rights as secured party under Article 9 of the Uniform
Commercial Code as adopted in the State. Landlord may sell the
Collateral by public or private sale upon 10 days notice to
Tenant or Subtenant. Tenant and Subtenant agree that a
commercially reasonable manner of disposition of the Collateral
shall include, without limitation and at the option of Landlord,
a sale of the Collateral, in whole or in part, concurrently with
the sale of the Leased Property.
(h) Landlord may obtain control over and collect the Receivables
and apply the proceeds of the collections to satisfaction of the
Secured Obligations unless prohibited by law. Tenant and
Subtenant appoint Landlord or its designee as
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attorney for Tenant and Subtenant with power [i] to receive, to
endorse, to sign and/or to deliver, in Tenant's or Subtenant's
name or Landlord's name, any and all checks, drafts, and other
instruments for the payment of money relating to the Receivables,
and to waive demand, presentment, notice of dishonor, protest,
and any other notice with respect to any such instrument; [ii] to
sign Tenant's or Subtenant's name on any invoice or xxxx of
lading relating to any Receivable, drafts against account
debtors, assignments and verifications of Receivables, and
notices to account debtors; [iii] to send verifications of
Receivables to any account debtor; and [iv] to do all other acts
and things necessary to carry out this Lease. Landlord shall not
be liable for any omissions, commissions, errors of judgment, or
mistakes in fact or law made in the exercise of any such powers
provided Landlord's exercise of such power is commercially
reasonable. At Landlord's option, Tenant and Subtenant shall [i]
provide Landlord a full accounting of all amounts received on
account of Receivables with such frequency and in such form as
Landlord may require, either with or without applying all
collections on Receivables in payment of the Secured Obligations
or [ii] deliver to Landlord on the day of receipt all such
collections in the form received and duly endorsed by Tenant or
Subtenant, as applicable. At Landlord's request, Tenant and
Subtenant shall institute any action or enter into any settlement
determined by Landlord to be necessary to obtain recovery or
redress from any account debtor in default of Receivables.
Landlord may give notice of its security interest in the
Receivables to any or all account debtors with instructions to
make all payments on Receivables directly to Landlord, thereby
terminating Tenant's and Subtenant's authority to collect
Receivables. After terminating Tenant's and Subtenant's authority
to enforce or collect Receivables, Landlord shall have the right
to take possession of any or all Receivables and records thereof
and is hereby authorized to do so, and only Landlord shall have
the right to collect and enforce the Receivables. Prior to the
occurrence of an Event of Default, at Tenant's and Subtenant's
cost and expense, but on behalf of Landlord and for Landlord's
account, Tenant and Subtenant shall collect or otherwise enforce
all amounts unpaid on Receivables and hold all such collections
in trust for Landlord, but Tenant and Subtenant may commingle
such collections with Tenant's and Subtenant's own funds, until
Tenant's authority to do so has been terminated, which may be
done only after an Event of Default. Notwithstanding any other
provision hereof, Landlord does not assume any of Tenant's or
Subtenant's obligations under any
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Receivable, and Landlord shall not be responsible in any way for
the performance of any of the terms and conditions thereof by
Tenant or Subtenant.
10. Negative Covenants. Article 14 of the Lease is hereby amended to
provide that each reference to "Tenant" in Article 14 shall be deemed to read
"Tenant and/or Subtenant".
11. Affirmative Covenants. Article 15 of the Lease is hereby amended
to provide that each reference to "Tenant" in Article 15 shall be deemed to read
"Tenant and/or Subtenant".
12. Sale of Leased Property. Section 18.4 of the Lease is hereby
amended to provide that each reference to "Tenant" in Section 18.4 shall be
deemed to read "Tenant and/or Subtenant".
13. Representations and Warranties. Article 22 of the Lease is
hereby amended to make all representations and warranties effective as of the
Effective Date and to provide that each reference to "Tenant" in Article 22
shall be deemed to read "Tenant and/or Subtenant".
14. Security Interest. Article 24 of the Lease is hereby amended to
provide that each reference to "Tenant" in Article 24 shall be deemed to read
"Tenant and/or Subtenant".
15. Notices. Section 25.1 of the Lease is hereby amended to add the
following sentence:
"All notices to Subtenant shall be deemed delivered if they
are sent to the address set forth in the Lease for Tenant in
accordance with the provisions of Section 25.1.
16. Waiver. Section 25.8 of the Lease is hereby amended to provide
that each reference to "Tenant" in Section 25.8 shall be deemed to read "Tenant
and/or Subtenant".
17. Binding Effect. Section 25.9 of the Lease is hereby amended to
provide that each reference to "Tenant" in Section 25.9 shall be deemed to read
"Tenant and/or Subtenant".
18. Waiver of Jury Trial. Section 25.22 of the Lease is hereby
amended to provide that each reference to "Tenant" in Section 25.22 shall be
deemed to read "Tenant and/or Subtenant".
19. Consent to Jurisdiction. Section 25.23 of the Lease is hereby
amended to provide that each reference to "Tenant" in Section 25.23 shall be
deemed to read "Tenant and/or Subtenant".
20. Subtenant. Section 25.26 is hereby added to the Lease:
"Subtenant has joined in the execution of this Lease to
acknowledge that Subtenant is subject to and bound by the
terms of the Lease applicable to Subtenant including, without
limitation, the grant of the security interest under Article 24.
21. Legal Description. Exhibit A of the Lease is hereby amended by
the addition of Exhibit A-40 through Exhibit A-42 hereto.
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22. Permitted Exceptions. Exhibit B of the Lease is hereby amended
by the addition of Exhibit B-40 through Exhibit B-42 hereto.
23. Facility Information. Exhibit C of the Lease is hereby amended
to read in its entirety as set forth on Exhibit C hereto.
24. Government Authorizations; Zoning Permits. Exhibit G of the
Lease is hereby amended by the addition of those items set forth on Exhibit G
hereto.
25. Affirmation. Except as specifically modified by this Second
Amendment, the terms and provisions of the Lease are hereby affirmed and shall
remain in full force and effect.
26. Binding Effect. This Second Amendment will be binding upon and
inure to the benefit of the successors and permitted assigns of Landlord and
Tenant.
27. Further Modification. The Lease may be further modified only by
writing signed by Landlord and Tenant.
28. Counterparts. This Second Amendment may be executed in multiple
counterparts, each of which shall be deemed an original hereof, but all of which
will constitute one and the same document.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Second
Amendment as of the date first set forth above.
Signed and acknowledged in the presence of: HEALTH CARE REIT, INC.
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
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Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
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Signature /s/ Xxxxxxxx X. Xxxxxxxx
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Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
Signed and acknowledged in the presence of: HCRI INDIANA PROPERTIES, LLC
By: Health Care REIT, Inc.
Member
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
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Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
Signature /s/ Xxxxxxxx X. Xxxxxxxx ----------------------
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Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
Signed and acknowledged in the presence of: HCRI NORTH CAROLINA PROPERTIES,
LLC
By: Health Care REIT, Inc.
Member
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
---------------------------------- ----------------------------
Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
Signature /s/ Xxxxxxxx X. Xxxxxxxx ----------------------
----------------------------------
Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
Signed and acknowledged in the presence of: HCRI TENNESSEE PROPERTIES, INC.
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
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Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
Signature /s/ Xxxxxxxx X. Xxxxxxxx ----------------------
----------------------------------
Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
S-1
Signed and acknowledged in the presence of: HCRI TEXAS PROPERTIES, LTD.
By: Health Care REIT, Inc.
General Partner
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
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Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
Signature /s/ Xxxxxxxx X. Xxxxxxxx ----------------------
----------------------------------
Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
Signed and acknowledged in the presence of: HCRI WISCONSIN PROPERTIES, LLC
By: Health Care REIT, Inc.
Member
Signature /s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
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Print Name Xxxx X. Xxxxx
---------------------------------
Title: VP & Corp. Secretary
Signature /s/ Xxxxxxxx X. Xxxxxxxx ----------------------
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Print Name Xxxxxxxx X. Xxxxxxxx
---------------------------------
Signed and acknowledged in the presence of: ALTERRA HEALTHCARE CORPORATION
Signature /s/ Xxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxx
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Print Name Xxxx Xxxxx
---------------------------------
Title: VP
Signature /s/ Xxxx X. Xxxxxx ----------------------
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Print Name Xxxx X. Xxxxxx
---------------------------------
Tax I.D. No.: 00-0000000
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Signed and acknowledged in the presence of: MANLIUS CLARE BRIDGE OPERATOR,
INC.
Signature /s/ XX Xxxxxx By:/s/ Xxxxxxx Xxxxxxx
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Print Name XX Xxxxxx
---------------------------------
Title: President
Signature /s/ Xxxx X. Xxxxxx ----------------------
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Print Name Xxxx X. Xxxxxx
---------------------------------
Tax I.D. No.: 00-0000000
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S-2
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
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of Health Care REIT, Inc., a Delaware corporation, on behalf of the corporation.
/s/ Xxxx X. Xxxxx
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Notary Public
My Commission Expires: 8/26/05
--------------------- [SEAL]
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
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of Health Care REIT, Inc., a Delaware corporation and the sole member of HCRI
Indiana Properties, LLC, a limited liability company organized under the laws of
the State of Indiana on behalf of the limited liability company.
/s/ Xxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires: 8/26/05 [SEAL]
---------------------
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
--------------- ---------------------- -------------------------
of Health Care REIT, Inc., a Delaware corporation and the sole member of HCRI
North Carolina Properties, LLC, a limited liability company organized under the
laws of the State of Delaware on behalf of the limited liability company.
/s/ Xxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires:8/26/05 [SEAL]
---------------------
S-3
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
of HCRI Tennessee Properties, Inc., a corporation organized under the laws of
the State of Delaware on behalf of the corporation.
/s/ Xxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires: 8/26/05 [SEAL]
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
of Health Care REIT, Inc., a Delaware corporation and the general partner of
HCRI Texas Properties, Ltd., a limited liability partnership organized under the
laws of the State of Texas on behalf of the limited partnership.
/s/ Xxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires: 8/26/05 [SEAL]
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 24 day of
January, 2002 by Xxxx X. Xxxxx, the VP & Corp. Secretary
of Health Care REIT, Inc., a Delaware corporation and the sole member of HCRI
Wisconsin Properties, LLC, a limited liability company organized under the laws
of the State of Delaware on behalf of the limited liability company.
/s/ Xxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires: 8/26/05 [SEAL]
X-0
XXXXX XX Xxxxxxxxx )
) SS:
COUNTY OF Milwaukee )
The foregoing instrument was acknowledged before me this 19 day of
December, 2001 by Xxxxxxx X. Xxxxx, the VP
of Alterra Healthcare Corporation, a Delaware corporation, on behalf of the
corporation.
/s/ XX Xxxxxx
----------------------------------
Notary Public
My Commission Expires: 5/26/02 [SEAL]
--------------------
STATE OF Wisconsin )
) SS:
COUNTY OF Milwaukee )
The foregoing instrument was acknowledged before me this ___ day of
December, 2001 by Xxxxxxx Xxxxxxx, the President
of Manlius Clare Bridge Operator, Inc., a New York corporation, on behalf of the
corporation.
/s/ Xxxx Xxxxx-Xxxxxx
----------------------------------
Notary Public
My Commission Expires: Permanent [SEAL]
--------------------
THIS INSTRUMENT PREPARED BY:
XXXXXX X. XXXX, ESQ.
XXXXXXXX, LOOP & XXXXXXXX, LLP
0000 XXXXXXX
XXXXXX, XXXX 00000
S-5
EXHIBIT A-40: LEGAL DESCRIPTION
Clare Bridge of Xxxxxxxx
All the real property located in the Township of Xxxxxxxx, County of Xxxxxx,
State of New Jersey and more particularly described as follows:
Beginning at a point in the easterly line of Whitehorse-Mercerville Road
(variable width right-of-way), said point being distant 40.00 feet eastwardly as
measured radially to the centerline thereof, said point of beginning being
distant 917.90 feet as measured in a northerly direction along the said easterly
line of Whitehorse-Mercerville Road from the point of intersection of the
westerly prolongation of the northerly line of Cypress Lane (60 foot
right-of-way) with the southerly prolongation of the easterly line of
Whitehorse-Mercerville Road, said point being marked by a concrete monument and
running; thence
(1) Northeastwardly, along the easterly line of Whitehorse-Mercerville Road,
parallel with and distant 40.00 feet eastwardly as measured radially to
the centerline thereof, along an arc having a radius of 1,472.69 feet and
curving to the left a distance of 137.08 feet, the chord of said curve
bearing North 15 degrees 28 minutes 36 seconds East, 137.04 feet to a
point of tangency therein, said point of tangency being marked by an iron
pin; thence
(2) North 12 degrees 48 minutes 30 seconds East, 330.76 feet still along the
easterly line of Whitehorse-Mercerville Road, parallel with and distant
40.00 feet eastwardly as measured at right angles to the centerline
thereof, to a point in the southerly line of lands now or formerly of P A
C T (Tax Atlas Lot 1255 Block 2167) said point being marked by a concrete
monument; thence
(3) South 55 degrees 05 minutes 57 seconds East, 314.71 feet along the
southerly line of lands of the said P A C T to a point, said point being
the southeasterly corner thereof; thence
(4) North 37 degrees 28 minutes 10 seconds East, 161.32 feet along the
easterly line of lands of the said P A C T to a point in the southerly
line of lands now or formerly of Xxxxx Gold and of Xxxxx Xxxxxxxxxx (Tax
Atlas Xxx 0000, Xxxxx 0000), xxxx xxxxx being marked by a concrete
monument; thence
(5) South 52 degrees 31 minutes 50 seconds East, 283.58 feet along the
southerly line of lands of the said Xxxxx Gold and Xxxxx Xxxxxxxxxx (Tax
Atlas Lot 1256, Block 2167) to a point in the westerly line of lands now
or formerly of Bouquet Xxxxxxxx Associates (Tax Xxxxx Xxx 0, Xxxxx 2167)
said point being marked by an iron pin; thence
(6) South 33 degrees 44 minutes 44 seconds West, 440.71 feet along the
westerly line of lands of the said Bouquet Hamilton Associates to a point,
said point being the northwesterly corner of lands nor or formerly of
Society Hill at Xxxxxxxx Condominium Association (Tax Atlas Xxx 000, Xxxxx
0000, xxxx xxxxx being marked by an iron pin; thence)
(7) South 28 degrees 41 minutes 30 seconds West, 9.53 feet along the westerly
line of lands of the said Society Hill at Xxxxxxxx Condominium Association
to a point therein, said point
being the northeasterly corner of lands now or formerly of the aforesaid
Xxxxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxx, husband and wife (Tax Atlas
Xxx 0000, Xxxxx 0000), xxxx xxxxx being marked by an iron pin; thence
(8) North 71 degrees 51 minutes 31 seconds West, 464.93 feet along the
northerly line of lands of the said Xxxxxxx X. Xxxxxxx and Xxxxxxxx X.
Xxxxxxx (Tax Atlas Lot 1252, Block 2167) and beyond to the point and place
of Beginning.
NOTE FOR INFORMATION: The land is commonly known as Lot(s) 1253 & 1254 in Block
2167 on the Tax Map of the Township of Xxxxxxxx, County of Xxxxxx.
- 2 -
EXHIBIT A-41: LEGAL DESCRIPTION
Clare Bridge of Manlius
ALL THAT TRACT OR PARCEL OF LAND, in the Town of Manlius, County of Onondaga and
State of New York being part of Farm Lot No. 75 in said Town, being part of
lands conveyed by Garden Park Associates to Turnwood Development Corp. by deed
dated November 16, 1995 and recorded in Onondaga County Clerk's Office November
17, 1995 in Book 4041 of Deeds at Page 302, and being more particularly
described as follows:
Beginning at a point of intersection of the southwesterly boundary of Highbridge
Street with the southerly boundary of Dartmoor Crossing, said point also being
S. 35 degrees 34' 10" E. a distance of 62.75 feet along said southwesterly
boundary of Highbridge Street from its intersection of the southerly boundary of
lands conveyed by Xxxxxxxx X. and Xxxx X. Xxxxxx to Xxxx X. Xxxxxx by deed dated
June 8, 1973 and recorded in Onondaga County Clerk's Office June 20, 1973 in
Book 2504 of Deeds at Page 693, running thence S. 35 degrees 34' 10" E along
said southwesterly boundary of Highbridge Street, a distance of 48.05 feet to an
angle point therein; thence S. 39 degrees 02' 00" E continuing along said
southwesterly boundary of Highbridge Street, a distance of 292.91 feet to a
point therein; thence through said lands conveyed to Turnwood Development Corp.
the following courses and distances: 1) northwesterly, westerly and
southwesterly following a small curve to the left, having a radius of 25.00
feet, an arc distance of 39.27 feet to a point of tangency; 2) S 50 degrees 58'
00" W. 24.77 feet to a point of curvature; 3) southwesterly and southerly
following a curve to the left, having a radius of 120.00 feet, an arc distance
of 62.83 feet to a point of tangency; 4) S 20 degrees 58' 00" W, 67.53 feet to a
point of curvature; 5) southerly and southeasterly following a small curve to
the left, having a radius of 25.00 feet, an arc distance of 22.83 feet to a
point of reverse curvature; 6) southeasterly, southerly, southwesterly, westerly
and northwesterly following a curve to the right, having a radius of 65.00 feet,
an arc distance of 225.68 feet to a point; 7) S. 77 degrees 33' 50" W, 70.00
feet; 8) N 68 degrees 36' 30" W, 294.80 feet to a point in a westerly boundary
of said lands conveyed to Turnwood Development Corp.; thence N 06 degrees 31'
55" E along said westerly boundary of lands conveyed to Turnwood Development
Corp., a distance of 133.00 feet to a Power Pole No. 909 at the northeasterly
corner of lands conveyed by Xxxxx X. Xxxxxx to M. Xxxxxx Xxxxxx, by deed dated
July 11, 1956 and recorded in Onondaga County Clerk's Office July 31, 1956 in
Book 1819 of Deeds at Page 211; thence N 06 degrees 46' 01" E continuing along
said westerly boundary of lands conveyed to Turnwood Development Corp., a
distance of 127.32 feet to a point in the aforementioned southerly boundary of
Dartmoor Crossing; thence easterly along said southerly boundary of Dartmoor
Crossing, following a curve to the left, having a radius of 507.60 feet, an arc
distance of 28.02 feet to a point of tangency therein; thence N. 71 degrees 27'
40" E continuing along said southerly boundary of Dartmoor Crossing, a distance
of 322.26 feet to the point of beginning.
EXHIBIT A-42: LEGAL DESCRIPTION
Clare Bridge of Middleton
LOT ONE (1), CERTIFIED SURVEY MAP NO. 6238 RECORDED IN VOLUME 30 OF CERTIFIED
SURVEY MAPS OF DANE COUNTY, WISCONSIN, PAGE 106, AS DOCUMENT NUMBER 2229621,
CITY OF XXXXXXXXX, XXXX COUNTY, WISCONSIN, BEING A PART OF A RE-DIVISION OF LOT
164, WYDOWN ADDITION TO STONEFIELD VILLAGE, PART OF THE NORTHWEST 1/4 OF SECTION
13, TOWNSHIP 7 NORTH, RANGE 8 EAST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHERLY MOST XXXXXX XX XXX 000, XXXXXX ADDITION TO
STONEFIELD VILLAGE, RECORDED IN VOLUME 56-66A, PAGES 000 & 000 XX XXXXX, XXXX
XXXXXX REGISTRY; THENCE SOUTH 60 degrees 59' 56" WEST, 161.10 FEET; THENCE SOUTH
52 degrees 22' 23" WEST, 214.98 FEET; THENCE SOUTH 43 degrees 42' 00" WEST,
87.18 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 46 degrees 17' 21" EAST,
192.14 FEET; THENCE SOUTH 00 degrees 06' 42" WEST, 145.02 FEET; THENCE NORTH
89 degrees 52' 22" WEST, 264.65 FEET; THENCE NORTH 00 degrees 06' 42" EAST,
150.00 FEET; THENCE ON A CURVE TO THE LEFT, HAVING A RADIUS OF 495.00 FEET, A
BEARING OF NORTH 46 degrees 52' 15" EAST AND A CHORD OF 54.74 FEET; THENCE NORTH
43 degrees 42' 00" EAST, 124.19 FEET TO THE POINT OF BEGINNING.
PARCEL NO. 255-0708-132-6924-2
EXHIBIT B-40: PERMITTED EXCEPTIONS
Clare Bridge of Xxxxxxxx
1. Easements, encroachments, overlaps, boundary line disputes or other
matters affecting title which a survey would disclose, and which are not
shown by the public record.
2. Subsurface conditions and/or encroachments not disclosed by an instrument
of record.
3. Possible additional taxes assessed and/or levied under N.J.S.A. 54:4-63.1,
et seq.
4. Lien for taxes not yet due and payable.
5. Servitude to the public in and to so much of the subject lands that lie
within the documented right of way of the public road known as
Whitehorse-Mercerville Road.
6. Ordinance No. 81-051, adopted July 28, 2001, providing the future
assessment of the subject lands for Pond Run Sewer.
7. Twenty foot wide easement in Deed Book 2216, page 910 and Deed Book 2258,
page 362 as modified by Deed Book 3209, page 268.
8. Rights of tenants in possession, as tenants only, if any.
EXHIBIT B-41: PERMITTED EXCEPTIONS
Clare Bridge of Manlius
1. Taxes and assessments not yet due and payable.
2. Easement granted to Central New York Power Corporation and recorded in
Book 1407 of Deeds at page 194 on September 29, 1949.
3. Underground line easement granted to Niagara Mohawk Power Corporation, New
York Telephone Co. and Syracuse New Channels TV Corp. and recorded in Book
3833 of Deeds at page 311 on March 24, 1993.
4. Easement granted to New York Telephone Company and recorded in Book 3847
of Deeds at page 39 on May 26, 1993.
5. Survey of land including the premises made by Xxxxxx X. Xxxxxx, Xx.,
Licensed Xxxxxxxx Xx. 00000, dated February 25, 1997 with the most recent
revision dated December 5, 2001, showing the improvements within the lines
of the premises. Said survey also shows the location of the easements
affecting the premises.
6. Utility easement granted to Niagara Mohawk Power Corporation and New York
Telephone Company d/b/a Nynex and recorded in Book 4196 of Deeds at page
287 on November 7, 1997.
7. Right of way granted to Town of Manlius and recorded in Book 4206 of Deeds
at page 165 on December 23, 1997.
8. Right of way granted to Town of Manlius, the Midtown Water District and
the Onondaga County Water Authority and recorded in Book 4186 of Deeds at
page 78 on September 24, 1997.
9. Right of way and easement granted to Town of Manlius and recorded in Book
4190 of Deeds at page 177 on October 14, 1997.
10. Easement granted to Onondaga County Water Authority and recorded in Book
4186 of Deeds at page 73 on September 24, 1997.
EXHIBIT B-42: PERMITTED EXCEPTIONS
Clare Bridge of Middleton
1. Taxes for the year 2001 and subsequent years, not now due and payable.
2. Special taxes or assessments, if any, none now due and payable.
3. Rights or claims, if any, of tenant(s) in possession under unrecorded
lease(s).
4. Title to any equipment, fixtures, appliances, tanks, machinery or
installations, except such as is finally determined to be part of the
insured premises.
5. Rights of the public in that portion of the insured premises which may be
laid out or used for roadway purposes.
6. Utility Easements as set forth on the recorded plat of Wydown Addition to
Stonefield Village.
7. Notations and restrictions as set forth on the recorded plat of Wydown
Addition to Stonefield Village and recorded Certified Survey Map No. 5575,
said certified survey map being recorded as Document Number 2089703.
8. Notations as set forth on recorded Certified Survey Map No. 6238, stating:
a. Arrows indicated the direction of drainage during grading. Drainage
patterns shall be maintained by lot owner unless modified with the
approval of the city engineer.
b. Thirty (30) foot Storm Sewer Easement.
c. Twelve (12) foot Utility Easement.
9. Agreement contained in instrument recorded June 27, 1988 in the Office of
the Register of Deeds for Dane County, Wisconsin in Volume 11612 of
Records, Page 83 as Document Number 2089350.
10. Affidavit contained in instrument recorded December 11, 1989 in the Office
of the Register of Deeds for Dane County, Wisconsin in Volume 13635 of
Records, Page 87 as Document Number 2176023.
11. Right of Way granted to Madison Gas and Electric Company and conditions as
set forth in instrument recorded January 29, 1991 in the Office of the
Register of Deeds for Dane County, Wisconsin as Document Number 2244016.
12. All matters shown, including the encroachment (1.3 feet) of building into
building setback area, on Plat of Survey by Xxxxxx X. Xxxxxxxxxx, dated
December 4, 2001 and bearing Job No. 001030A.
EXHIBIT C: FACILITY INFORMATION
FACILITY TYPE (PER LICENSE)
FACILITY NAME/ADDRESS ALLOCATED LEASE AMOUNT BEDS/UNITS
------------------------------------------ ---------------------- ---------------------------
1. Clare Bridge of Asheville $3,692,675 Assisted Living
0 Xxxxxx Xxxxx Xxxxx 00 beds
Xxxxxxxxx, XX 00000 34 units
Buncombe County
2. Sterling House of Bartlesville $1,480,000 Assisted Living
0000 X.X. Xxxxx Xxxx. 39 beds
Xxxxxxxxxxxx, XX 00000 39 units
Washington County
3. Clare Bridge of Bradenton $3,550,000 Assisted Living
0000 Xxxxxx X Xxxx. 00 xxxx
Xxxxxxxxx, XX 00000 34 units
Manatee County
4. Sterling House of Canton $2,398,100 Assisted Living
0000 Xxxxx Xxxxx X.X. 00 xxxx
Xxxxxx, XX 00000 42 units
Xxxxx County
5. Sterling House of Cedar Hill $1,661,000 Assisted Living
000 X. Xxxxxxxx Xxxx 60 beds
Xxxxx Xxxx, XX 00000 50 units
Dallas County
6. Sterling House of Chickasha $1,480,000 Assisted Living
000 Xxxxxxx Xxxx Xxxx 39 beds
Xxxxxxxxx, XX 00000 39 units
Xxxxx County
7. Sterling House of Claremore $1,582,500 Assisted Living
0000 X. Xxxxxxx 00 43 beds
Xxxxxxxxx, XX 00000 43 units
Xxxxxx County
8. Sterling House of Clarksville $2,622,279 Assisted Living
0000 Xxxxxxxx Xxxxx 00 xxxx
Xxxxxxxxxxx, XX 00000 49 units
Xxxxxxxxxx County
9. Sterling House of Columbia $2,635,620 Assisted Living
0000 Xxxxxxxx Xxxxxx 00 xxxx
Xxxxxxxx, XX 00000 49 units
Maury County
10. Sterling House of Desoto $1,595,000 Assisted Living
000 X. Xxxxxxxx Xxx 60 beds
Xxxxxx, XX 00000 50 units
Dallas County
11. Sterling House of Duncan $1,450,000 Assisted Living
000 Xxxxx Xxxx 00 beds
Xxxxxx, XX 00000 39 units
Xxxxxxxx County
12. Sterling House of Edmond $1,739,000 Assisted Living
000 X. Xxxxxxxx Xxxx 43 beds
Xxxxxx, XX 00000 43 units
Oklahoma County
FACILITY TYPE (PER LICENSE)
FACILITY NAME/ADDRESS ALLOCATED LEASE AMOUNT BEDS/UNITS
------------------------------------------- ---------------------- ---------------------------
13. Sterling House of Xxxx $1,480,000 Assisted Living
0000 X. Xxxxxx Xxxx 00 xxxx
Xxxx, XX 00000 39 units
Garfield County
14. Clare Bridge of Everett $6,876,202 Assisted Living
0000 Xxxx Xxxxxxx Xxxxx 52 beds
Xxxxxxx, XX 00000 46 units
Snohomish County
15. Clare Bridge of Manlius $4,372,100 Private Proprietary Adult Home
0000 Xxxxxxxxxx Xxxxxx 52 beds
Xxxxxxxxxxxx, XX 00000 46 units
Onondaga County
16. Sterling House of Findlay $2,000,000 Assisted Living
000 Xxx Xxx Xxxx 37 beds
Xxxxxxx, XX 00000 37 units
Xxxxxxx County
17. Sterling House of Georgetown $2,300,000 Assisted Living
0000 Xxxxxxxxxx Xxxxx X 54 beds
Xxxxxxxxxx, XX 00000 54 units
Xxxxxxxxxx County
18. Clare Bridge of Xxxxxxxx $4,909,400 Assisted Living
0000 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx 50 beds
Xxxxxxxx Xxxxxxxx, XX 00000 44 units
Xxxxxx County
19. Sterling House of Lawton $1,600,000 Assisted Living
0000 X. Xxx Xxxx 42 beds
Xxxxxx, XX 00000 42 units
Comanchie County
20. Clare Bridge of Middleton $4,426,700 Community Based Residential
0000 Xxxxxxxxxx Xxxx 28 beds
Xxxxxxxxx, XX 00000 28 units
Xxxx Xxxxxx
00. Xxxxxxxx Xxxxx xx Xxxxxxx Xxxx $1,480,000 Assisted Living
000 X. Xxxx Xxxxx Xxxxx 39 beds
Xxxxxxx Xxxx, XX 00000 39 units
Oklahoma County
22. Sterling House of Muskogee $1,582,500 Assisted Living
0000 X. Xxxxxxxx Xxxx 43 beds
Xxxxxxxx, XX 00000 43 units
Muskogee County
23. Sterling House of Norman $1,539,000 Assisted Living
0000 Xxxxxxx Xxxxxx 00 xxxx
Xxxxxx, XX 00000 39 units
Cleveland County
24. Sterling House of N. Augusta $2,890,000 Assisted Living
000 X. Xxxxx Xxxxx 00 xxxx
X. Xxxxxxx, XX 00000 52 units
Aiken County
25. Sterling House of N. Oklahoma City $1,595,000 Assisted Living
0000 X.X. 000xx Xxxxxx 43 beds
N. Xxxxxxxx Xxxx, XX 00000 43 units
Oklahoma County
- 2 -
FACILITY TYPE (PER LICENSE)
FACILITY NAME/ADDRESS ALLOCATED LEASE AMOUNT BEDS/UNITS
------------------------------------------ ---------------------- ---------------------------
26. Clare Bridge of Oklahoma City $3,200,000 Assisted Living
00000 Xxxxxx Xxxxx 38 beds
Xxxxxxxx Xxxx, XX 00000 34 units
Oklahoma County
(Still in retainage)
27. Sterling House of Oklahoma City $1,480,000 Assisted Living
0000 X.X. 00xx Xxxxxx 39 beds
Xxxxxxxx Xxxx, XX 00000 39 units
Oklahoma County
28. Sterling House of Owasso $1,595,000 Assisted Living
00000 X. 00xx Xxxxx N. 43 beds
Xxxxxx, XX 00000 43 units
Tulsa County
29. Sterling House of Palestine $1,582,500 Assisted Living
000 Xxxxxxx Xxxxx 00 xxxx
Xxxxxxxxx, XX 00000 43 units
Xxxxxxxx County
30. Sterling House of Piqua $2,120,000 Assisted Living
0000 X. Xxxx Xxxxxx 00 xxxx
Xxxxx, XX 00000 37 units
Miami County
31. Sterling House of Ponca City $1,650,000 Assisted Living
0000 X. Xxxxxxx Xxxxxx 39 beds
Xxxxx Xxxx, XX 00000 39 units
Xxx County
32. Clare Bridge of Salem $5,620,298 Assisted Living
0000 Xxxxx Xxxx S.E. 60 beds
Xxxxx, XX 00000 60 units
Xxxxxx County
33. Clare Bridge of Sarasota $3,650,000 Assisted Living
0000 XxXxxxxx Xxxx 00 xxxx
Xxxxxxxx, XX 00000 34 units
Sarasota County
34. Sterling House of Shawnee $1,480,000 Assisted Living
3947 Kickapoo 39 beds
Xxxxxxx, XX 00000 39 units
Pottowatomie County
35. Sterling House of Stillwater $1,480,000 Assisted Living
0000 XxXxxxx Xxxx 39 beds
Xxxxxxxxxx, XX 00000 39 units
Xxxxx County
36. Sterling House of Texarkana $1,595,000 Assisted Living
0000 Xxxxxx Xxxx 00 xxxx
Xxxxxxxxx, XX 00000 50 units
Bowie County
37. Sterling House of Troy $2,200,000 Assisted Living
00 X. Xxxxxxxxx Xxxx 00 beds
Xxxx, XX 00000 37 units
Miami County
38. Alterra Clare Bridge Cottage of Valparaiso $3,070,000 Residential Care
0000 Xxxxxxxxxx Xx. 36 beds
Xxxxxxxxxx, XX 00000 32 units
Xxxxxx County
- 3 -
FACILITY TYPE (PER LICENSE)
FACILITY NAME/ADDRESS ALLOCATED LEASE AMOUNT BEDS/UNITS
--------------------------------------------------- ---------------------- ---------------------------
39. Alterra Sterling House of Valparaiso $ 2,670,000 Residential Care
0000 Xxxxxxxxxx Xx. 42 beds
Xxxxxxxxxx, XX 00000 42 units
Xxxxxx County
40. Alterra Clare Bridge Cottage of Vero Beach $ 3,450,000 Residential Care
000 0xx Xxxxx 36 beds
Xxxx Xxxxx, XX 00000 32 units
Indian River County
41. Alterra Sterling House of Vero Beach $ 3,560,000 Residential Care
000 0xx Xxxxx 42 beds
Xxxx Xxxxx, XX 00000 42 units
Indian River County
42. Sterling House of Waxahachie $ 1,582,500 Assisted Living
0000 Xxxxx Xxxxxx 60 beds
Xxxxxxxxxx, XX 00000 50 units
Xxxxx County
43. Clare Bridge of Wilmington $ 3,200,939 Assisted Living
0000 Xxxxxxxx Xxxxx 38 beds
Xxxxxxxxxx, XX 00000 34 units
New Hanover County
------------
TOTAL $108,123,313
============
- 4 -
EXHIBIT G: GOVERNMENT AUTHORIZATIONS
TO BE OBTAINED; ZONING PERMITS
Government Authorizations:
Zoning: