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EXHIBIT 99.5
AGREEMENT REGARDING
RELATED LEASE TRANSACTIONS
MEDITRUST ACQUISITION CORPORATION III/ALS LEASING, INC.
($150,000,000 MEDITRUST INVESTMENT)
THIS AGREEMENT is made as of the 21st day of November, 1997 by and
among (I) ALS LEASING, INC., a Delaware corporation, having its principal place
of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Lessee"); (II) ALTERNATIVE LIVING SERVICES, INC., a Delaware corporation,
having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ALS"); and (III) MEDITRUST ACQUISITION CORPORATION
III, a Delaware corporation, having its principal place of business at c/o
Meditrust Mortgage Investments, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Meditrust").
W I T N E S S E T H:
WHEREAS, ALS is in the business of operating assisted living
facilities;
WHEREAS, Meditrust is in the business of providing for the acquisition,
development and operation of such facilities;
WHEREAS, in connection with transactions between ALS and Meditrust
which have been consummated concurrently with the effectiveness of this
Agreement and also in connection with transactions between ALS or its Affiliates
(hereinafter defined) and Meditrust or its Affiliates which are contemplated to
occur in the future, ALS, for itself and its Affiliates, and Meditrust, for
itself and its Affiliates, desire to establish certain arrangements to govern
the relationship of present and future transactions between them, including,
without limitation, the following, all as more particularly set forth in the
operative provisions of this Agreement:
(A) the requirement that particular rights available to ALS with
respect to different facilities be exercised simultaneously
with each other;
(B) the cross-defaulting of all transactions between ALS and its
Affiliates and Meditrust and its Affiliates;
(C) the reduction of cash collateral held by Meditrust in the
event certain transactions with ALS and its Affiliates satisfy
specified financial tests;
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(D) the cross collateralization of any security given to any of
the Meditrust Parties (hereinafter defined) by any of the ALS
Parties (hereinafter defined) for performance of Lessee's
obligations under the respective Acquisition Facility Leases
(hereinafter defined);
(E) the combination of the results of certain financial tests with
respect to the performance of various facilities for purposes
of ascertaining their compliance with Meditrust's or its
Affiliates' expectations of financial performance;
(F) the joining of Affiliates of ALS and of Meditrust in the
agreements reflected herein upon the occurrence of future
transactions; and
(G) the other matters as are hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto act and agree
as follows:
1. DEFINITIONS. All capitalized terms used herein not expressly defined herein
shall have the same meanings ascribed to such terms in the Acquisition Facility
Leases. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following terms shall
have the following meanings and shall include the plural and the singular:
(A) ACQUISITION FACILITY: A Group One Acquisition Facility, a Group Two
Acquisition Facility or a Group Three Acquisition Facility, as the context
permits.
(B) ACQUISITION FACILITY LEASE: A Group One Acquisition Facility Lease,
a Group Two Acquisition Facility Lease or a Group Three Acquisition Facility
Lease, as the context permits.
(C) ACQUISITION GROUP: The ALS Parties which are parties to the Group
One Acquisition Transaction Documents (other than this Agreement), the Group Two
Acquisition Transaction Documents (other than this Agreement) or the Group Three
Acquisition Transaction Documents (other than this Agreement), as the case may
be.
(D) AFFILIATE: With respect to any Person (I) any other Person which,
directly or indirectly, controls or is controlled by or is under common control
with such Person, (II) any other Person that owns, beneficially, directly or
indirectly, five percent (5%) or more of the outstanding capital stock, shares
or equity interests of such Person or (III) any officer, director, employee,
general partner or trustee of such Person, or any other Person controlling,
controlled by, or under common control with, such Person (excluding trustees and
Persons serving in a fiduciary or similar capacity who are not otherwise an
Affiliate of such Person), whether now or hereafter existing. For the purposes
of this definition, "control" (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession,
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directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, through the ownership of voting
securities, partnership interests or other equity interests.
(E) AGGREGATE MEDITRUST INVESTMENTS: The sum total of the Meditrust
Investments (as such term is defined in the applicable Acquisition Facility
Leases).
(F) AGGREGATE NET FAIR MARKET VALUE: The sum of the Fair Market Value
of the Leased Property minus the Fair Market Added Value (as such terms are
defined in the applicable Acquisition Facility Leases) under all of the
applicable Acquisition Facility Leases.
(G) ALS PARTIES: ALS, the Lessee and any other of ALS' Affiliates.
(H) FISCAL QUARTER: As defined in the applicable Acquisition Facility
Lease.
(I) GROUP ONE ACQUISITION FACILITIES: Those Acquisition Facilities
having an Original Meditrust Investment in the aggregate total of approximately
FIFTY MILLION DOLLARS ($50,000,000), as listed on EXHIBIT A attached hereto, as
such Exhibit may be amended or modified from time to time in order to reflect
the addition of new facilities or the removal of one or more facilities.
(J) GROUP ONE ACQUISITION FACILITY LEASES: The Acquisition Facility
Leases in effect from time to time in connection with the Group One Acquisition
Facilities, as any such Lease may be modified and amended from time to time.
(K) GROUP ONE ACQUISITION GROUP: The ALS Parties which are parties to
the Group One Acquisition Transaction Documents (other than this Agreement).
(L) GROUP ONE ACQUISITION TRANSACTION DOCUMENTS: The documents now or
hereafter entered into by and between ALS Parties and Meditrust Parties in
connection with the Group One Acquisition Facilities, as any such document may
be modified and amended from time to time, including, without limitation, the
Group One Acquisition Facility Leases and the "Lease Documents" referenced
therein.
(M) GROUP TWO ACQUISITION FACILITIES: Those Acquisition Facilities,
having an Original Meditrust Investment in the aggregate total of approximately
FIFTY MILLION DOLLARS ($50,000,000), as listed on EXHIBIT B attached hereto, as
such Exhibit may be amended or modified from time to time in order to reflect
the addition of new facilities or the removal of one or more facilities.
(N) GROUP TWO ACQUISITION FACILITY LEASES: The Acquisition Facility
Leases entered into now or in the future in connection with the Group Two
Acquisition Facilities, as any such Lease may be modified and amended from time
to time.
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(O) GROUP TWO ACQUISITION GROUP: The ALS Parties which are parties to
the Group Two Acquisition Transaction Documents (other than this Agreement).
(P) GROUP TWO ACQUISITION TRANSACTION DOCUMENTS: The documents
hereafter entered into by and between ALS Parties and Meditrust Parties in
connection with the Group Two Acquisition Facilities, as the same may be
modified and amended from time to time, including, without limitation, the Group
Two Acquisition Facility Leases and the "Lease Documents" referenced therein.
(Q) GROUP THREE ACQUISITION FACILITIES: Those Acquisition Facilities
having an Original Meditrust Investment in the aggregate total of approximately
FIFTY MILLION DOLLARS ($50,000,000), as listed on EXHIBIT C attached hereto, as
such Exhibit may be amended or modified from time to time in order to reflect
the addition of new facilities or the removal of one or more facilities.
(R) GROUP THREE ACQUISITION FACILITY LEASES: The Acquisition Facility
Leases in effect from time to time in connection with the Group Three
Acquisition Facilities, as any such Lease may be modified and amended from time
to time.
(S) GROUP THREE ACQUISITION GROUP: The ALS parties which are parties to
the Group Three Acquisition Transaction Documents (other than this Agreement).
(T) GROUP THREE ACQUISITION TRANSACTION DOCUMENTS: The documents now or
hereafter entered into by and between ALS Parties and Meditrust Parties in
connection with the Group Three Acquisition Facilities, as any such document may
be modified and amended from time to time, including, without limitation, the
Group Three Acquisition Facility Leases and the "Lease Documents" referenced
therein.
(U) MEDITRUST PARTIES: Meditrust and its Affiliates.
(V) MEDITRUST/ALS FACILITIES: The facilities listed on EXHIBIT D
attached hereto, as the same may be amended or modified from time to time in
order to reflect the addition of new facilities or the removal of one or more
facilities.
(W) MEDITRUST/ALS TRANSACTION DOCUMENTS: The documents now or hereafter
entered into by and between ALS Parties and Meditrust Parties in connection with
any transaction now or hereafter consummated between such parties regarding any
of the Meditrust/ALS Facilities, as any such Document may be amended or modified
from time to time, including, without limitation, the Group One Acquisition
Transaction Documents, the Group Two Acquisition Transaction Documents, and the
Group Three Acquisition Transaction Documents.
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(X) ORIGINAL MEDITRUST INVESTMENT: The Meditrust Investment paid by a
Meditrust Party pursuant to an Acquisition Facility Lease at the time of Closing
(as such term is defined in the applicable Acquisition Facility Lease).
(Y) PERSON: Any individual, corporation, general partnership, limited
partnership, joint venture, limited liability company, stock company or
association, company, bank, trust, trust company, land trust, business trust,
unincorporated organization, unincorporated association, Governmental Authority
or other entity of any kind or nature.
(Z) RENT COVERAGE RATIO: As defined in the applicable Acquisition
Facility Lease.
(AA) TERM: As defined in the applicable Acquisition Facility Lease.
2. PROVISIONS OF AGREEMENT PARAMOUNT. In the event and to the extent
any provision of a Meditrust/ALS Transaction Document is inconsistent or in
conflict with a provision of this Agreement, the provision of this Agreement
shall be considered paramount.
3. EXTENSION OPTION RIGHTS. No member of the Group One Acquisition
Group shall exercise the extension option right provided in Section 1.3 of any
Group One Acquisition Facility Lease, unless each and every other member of the
Group One Acquisition Group shall have the right to exercise, and shall have in
fact duly exercised, the same right under each Group One Acquisition Facility
Lease. No member of the Group Two Acquisition Group shall exercise the extension
option right provided in Section 1.3 of any Group Two Acquisition Facility
Lease, unless each and every other member of the Group Two Acquisition Group
shall have the right to exercise, and shall have in fact duly exercised, the
same right under each Group Two Acquisition Facility Lease. No member of the
Group Three Acquisition Group shall exercise the extension option right provided
in Section 1.3 of any Group Three Acquisition Facility Lease, unless each and
every other member of the Group Three Acquisition Group shall have the right to
exercise, and shall have in fact duly exercised, the same right under each Group
Three Acquisition Facility Lease.
4. [INTENTIONALLY OMITTED]
5. LEASE MODIFICATION AND AMENDMENT. None of the terms or provisions of
any Group One Acquisition Facility Lease or of any of the "Lease Documents"
referenced therein shall be modified or amended unless each and every other
Group One Acquisition Facility Lease and/or each and every other corresponding
"Lease Document" referenced therein, as applicable, shall be modified or amended
in a similar manner except to the extent any such modification or amendment
pertains only to the real estate comprising a part of the Group One Acquisition
Facility in which case a modification or amendment of every other such Group One
Acquisition Facility Lease shall not be required. None of the terms or
provisions of any Group Two Acquisition Facility Lease or of any of the "Lease
Documents" referenced therein shall be modified or amended, unless each and
every other Group Two Acquisition Facility Lease and/or each and every other
corresponding "Lease Document" referenced therein, as applicable, shall be
modified or amended in a similar manner
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except to the extent any such modification or amendment pertains only to the
real estate comprising a part of the Group Two Acquisition Facility in which
case a modification or amendment of every other such Group Two Acquisition
Facility Lease shall not be required. None of the terms or provisions of any
Group Three Acquisition Facility Lease or of any of the "Lease Documents"
referenced therein shall be modified or amended unless each and every other
Group Three Acquisition Facility Lease and/or each and every other corresponding
"Lease Document" referenced therein, as applicable, shall be modified or amended
in a similar manner except to the extent any such modification or amendment
pertains only to the real estate comprising a part of the Group Three
Acquisition Facility in which case a modification or amendment of every other
such Group Three Acquisition Facility Lease shall not be required.
6. CROSS-DEFAULT. The ALS Parties covenant and agree that an Event of
Default (as defined in each applicable Meditrust/ALS Transaction Document) on
the part of an ALS Party under any Meditrust/ALS Transaction Document which
remains uncured beyond applicable grace periods contained in such Meditrust/ALS
Transaction Document shall be deemed an Event of Default under all other
Meditrust/ALS Transaction Documents without the benefit of any notice or grace
periods contained in such other Meditrust/ALS Transaction Documents and without
regard to whether such other Meditrust/ALS Transaction Documents relate to the
same Meditrust/ALS Facility and each Meditrust Party shall have the benefit of
any and all of the rights and remedies granted by any of the Meditrust/ALS
Transaction Documents in the event of a default thereunder in connection with
such an Event of Default.
7. CROSS-COLLATERALIZATION. Each of the ALS Parties covenants and
agrees that any and all security or collateral granted by any of the ALS Parties
to any of the Meditrust Parties as security for performance of the Lessee's
obligations under any of the respective Meditrust/ALS Transaction Documents
shall constitute security and collateral for the performance of the Lessee's
obligations under each and every one of the Meditrust/ALS Transaction Documents
whether or not the particular security instrument granting such security or
collateral specifically states as much. Accordingly, upon the occurrence of any
Event of Default, the Meditrust Parties shall have recourse to all such
collateral and security for application as the Meditrust Parties see fit to the
respective Lessee obligations under the various Meditrust/ALS Transaction
Documents. Notwithstanding anything to the contrary in this Agreement, there
shall be no cross-collateralization with any Minnesota security, collateral,
indebtedness and obligations with any other security, collateral, indebtedness
and/or obligations.
8. RENT COVERAGE RATIO. The ALS Parties covenant and agree that,
throughout the Term and as long as the Lessee is in possession of any
Acquisition Facility in a particular Acquisition Group, (a) the Group One
Acquisition Facilities shall achieve an aggregate Rent Coverage Ratio equal to
or greater than 1.2 to 1 for each Fiscal Year, (b) the Group Two Acquisition
Facilities shall achieve an aggregate Rent Coverage Ratio equal to or greater
than 1.2 to 1 for each Fiscal Year, and (c) the Group Three Acquisition
Facilities shall achieve an aggregate Rent Coverage Ratio equal to or greater
than 1.2 to 1 for each Fiscal Year. Within ninety (90) days after the end of
each Fiscal Year, the Lessee shall furnish to the Lessor an express written
calculation showing the
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compliance or non-compliance, as the case may be, with the aforementioned Rent
Coverage Ratio in substantially the same form as the schedule attached as
EXHIBIT E. For the purposes of this Section 8 only, the term "Group One
Acquisition Facilities" shall include a given Group One Acquisition Facility as
soon as the second anniversary date of the opening of such Facility has been
reached.
9. CASH COLLATERAL REDUCTION. If, after the third (3rd) anniversary of
the Commencement Date of the first Acquisition Facility Lease to go into effect
in a particular Group of Acquisition Facilities (i.e., Group One Acquisition
Facilities, Group Two Acquisition Facilities, etc.), the Acquisition Facilities
constituting such Group of Acquisition Facilities achieve an aggregate Rent
Coverage Ratio of not less than 1.3 to 1 for four (4) consecutive Fiscal
Quarters, and provided that no Event of Default, or fact or circumstance which
with the passage of time or giving of notice or both would constitute an Event
of Default, exists hereunder or under any of the Meditrust/ALS Transaction
Documents, the Cash Collateral (as defined in the applicable Acquisition
Facility Leases) under each such Acquisition Facility Lease in such Group of
Acquisition Facilities shall be returned by the applicable Meditrust Party to
the applicable ALS Party. Notwithstanding the foregoing, if at any time and from
time to time during the Terms of the applicable Acquisition Facility Leases and
after the return of the Cash Collateral (pursuant to the conditions set forth in
the preceding sentence), the aggregate Rent Coverage Ratio of the Facilities
constituting a Group of Acquisition Facilities shall be less than 1.3 to 1 for
any one (1) Fiscal Quarter, the applicable ALS Party shall deliver to the
applicable Meditrust Party, within thirty (30) days after the expiration of such
Fiscal Quarter, cash in an amount which equals the Stated Amount to be held by
the applicable Meditrust Party as Cash Collateral under the applicable
Acquisition Facility Leases in the applicable Group of Acquisition Facilities.
Upon the replenishment of the Cash Collateral in the Stated Amount as described
in the preceding sentence, and notwithstanding any subsequent achievement of an
aggregate Rent Coverage Ratio of not less than 1.3 to 1 for four (4) consecutive
Fiscal Quarters, the Cash Collateral shall not be subject to further return. The
applicable ALS Party shall pay all costs and expenses incurred by the applicable
Meditrust Parties in connection with any return and/or replenishment in the
amount of the Cash Collateral, pursuant to the terms of this Section 9.
10. AMENDMENTS. The ALS Parties and the Meditrust Parties anticipate
that some or all of them will engage in financing or lease transactions in the
future ("Future Related Transactions"). The ALS Parties and the Meditrust
Parties acknowledge and agree that the parties to the Future Related
Transactions are to become parties to this Agreement and the documents and
facilities which relate to the Future Related Transactions shall be treated as
Group One Acquisition Transaction Documents, Group Two Acquisition Transaction
Documents, Group Three Acquisition Transaction Documents and/or Meditrust/ALS
Transaction Documents, as the case may be, and as Group One Acquisition
Facilities, Group Two Acquisition Facilities, Group Three Acquisition Facilities
and/or Meditrust/ALS Facilities, as the case may be. From time to time upon the
occurrence of a Future Related Transaction, the ALS Parties and the Meditrust
Parties agree that they shall enter into amendments of this Agreement and the
exhibits hereto which will reflect the foregoing.
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11. NOTICE. Any notice, request, demand, statement or consent made
hereunder shall be in writing and shall be deemed duly given if personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally recognized commercial overnight delivery service with provisions for
a receipt, postage or delivery charges prepaid, and shall be deemed given when
so personally delivered, three (3) business days following the date postmarked
or the next business day when placed in the possession of such mail delivery
service and addressed as follows:
If to the
ALS Parties: c/o Alternative Living Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
With a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇
Peachtree Center
229 Peachtree Street, N.E., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
If to the
Meditrust Parties: c/o Meditrust Mortgage Investments, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
With copies to: Meditrust Mortgage Investments Inc.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
and ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇
Exchange Place
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇ III, Esq.
or such other address as the ALS Parties or the Meditrust Parties shall
hereinafter from time to time designate by a written notice to the others given
in such manner. Any notice given to any of the ALS Parties by any of the
Meditrust Parties at any time shall not imply that such notice or any further or
similar notice was or is required.
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12. GOVERNING LAW. This Agreement shall in all respects be construed
and interpreted in accordance with and governed by the laws of the Commonwealth
of Massachusetts.
Each of the parties constituting the ALS Parties hereby consents to
personal jurisdiction in the courts of the Commonwealth of Massachusetts and the
United States District Court for the District of Massachusetts as well as to the
jurisdiction of all courts from which an appeal may be taken from the aforesaid
courts, for the purpose of any suit, action or other proceeding arising out of
or with respect to this Agreement or any of the other Meditrust/ALS Transaction
Documents and expressly waives any and all objections such party may have as to
venue in any of such courts.
13. GENERAL PROVISIONS. The provisions set forth in Article 23 and
Sections 2.2, 16.8, 16.9, 16.10, 24.3 through 24.10, inclusive, and 24.12 of the
respective Acquisition Facility Leases are hereby incorporated herein by
reference, mutatis, mutandis and shall be applicable to this Agreement as if set
forth herein in full.
The ALS Parties waive all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
and notices of acceptance and waives all notices of the existence, creation, or
incurring of new or additional obligations, except as to all of the foregoing as
expressly provided for herein or in the Meditrust/ALS Documents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the day and year above written.
WITNESSES: LESSEE:
ALS LEASING, INC.
By: /s/
------------------------------- -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Vice President
-------------------------------
Name:
WITNESSES: MEDITRUST:
MEDITRUST ACQUISITION CORPORATION III
By: /s/
----------------------- ----------------------------------------
Name: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
-------------------------------
Name:
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JOINDER AND CONSENT
Alternative Living Services, Inc., being a guarantor of the various
obligations of ALS Leasing, Inc. under guaranties delivered to the Meditrust
Parties in connection with the Meditrust/ALS Transaction Documents, hereby (A)
joins in this Agreement and consents to the provisions hereof, (B) except as
required in the Lease Documents, waives protest, notice of nonpayment, notice of
dishonor, protest of any dishonor, suretyship defenses, notice of protest and
protest of this Agreement and all other notices in connection with (I) the
delivery or the acceptance of this Agreement and any amendment hereto and any
reliance thereon and/or (II) the performance, default or enforcement of any
obligation under this Agreement, (C) waives notice of, or any right to consent
to, any modification or amendment of this Agreement and (D) agrees that this
joinder and consent shall be deemed to be a joinder and consent to this
Agreement as the same may be modified and amended from time to time.
EXECUTED under seal as of November 21, 1997.
WITNESS: ALTERNATIVE LIVING SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Vice President
-------------------------------
Name:
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EXHIBIT A
GROUP ONE ACQUISITION FACILITIES
1. WovenHearts of Faribault
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. WovenHearts of Mankato
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▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3. WovenHearts of Owatonna
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. WovenHearts of Sauk Rapids
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5. WovenHearts of Willmar
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
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6. WovenHearts of Winona
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▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7. WovenHearts of Eau Claire
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8. WovenHearts of Manitowoc
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9. WovenHearts of Middleton
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. WovenHearts of Neenah
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11. WovenHearts of Oshkosh
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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12. WovenHearts of Sun Prairie
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
13. Clare Bridge of Jacksonville
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. Wynwood of Lansing
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15. Clare Bridge of Charlotte
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
16. Wynwood of Charlotte
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
17. Clare Bridge of Greensboro
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
18. Wynwood of Greensboro
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
19. Clare Bridge of Charleston
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20. Clare Bridge of Columbia
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[TO BE SUPPLEMENTED BY AMENDMENTS TO THIS AGREEMENT]
13
14
EXHIBIT B
GROUP TWO ACQUISITION FACILITIES
[TO BE SUPPLEMENTED BY AMENDMENTS TO THIS AGREEMENT]
14
15
EXHIBIT C
GROUP THREE ACQUISITION FACILITIES
[TO BE SUPPLEMENTED BY AMENDMENTS TO THIS AGREEMENT]
15
16
EXHIBIT D
MEDITRUST/ALS FACILITIES
KANSAS
1. Sterling House of Wichita, Wichita, Kansas
2. Sterling House of Derby, Derby, Kansas
3. Sterling House of Wellington, Wellington, Kansas
4. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇
5. Sterling House of Abilene II, Abilene, Kansas
OKLAHOMA
6. Sterling House of ▇▇▇▇▇▇▇, Bethany, Oklahoma
7. Sterling House of Bartlesville II, Bartlesville, Oklahoma
FLORIDA
8. Sterling House of Tequesta, Tequesta, Florida
9. Sterling House of West Melbourne, West Melbourne, Florida
10. Sterling House of Stuart, Stuart, Florida
11. Sterling House of Vero Beach, Vero Beach, Florida
12. Sterling House of Leesburg, Leesburg, Florida
13. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
14. Sterling House of Ocala, Ocala, Florida
15. Sterling House of Deland, Deland, Florida
16. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
17. Sterling House of West Melbourne II, West Melbourne, Florida
18. Clare Bridge of Fort ▇▇▇▇▇, Fort ▇▇▇▇▇, Florida
19. Clare Bridge of Tampa, Tampa, Florida
20. Clare Bridge of Jacksonville, Jacksonville, Florida
TEXAS
21. Sterling House of Temple, Temple, Texas
22. Sterling House of Carrollton, Carrollton, Texas
23. Sterling House of Kerrville, Kerrville, Texas
24. Sterling House of San Antonio-Whitby Road, San Antonio, Texas
25. Sterling House of New Braunfels, New Braunfels, Texas
26. Sterling House of Lancaster, Lancaster, Texas
OHIO
27. Sterling House of Bowling Green, Bowling Green, Ohio
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WISCONSIN
28. WovenHearts of ▇▇▇▇▇ Deer, ▇▇▇▇▇ Deer, Wisconsin
29. WovenHearts of Sussex, Sussex, Wisconsin
30. WovenHearts of Onalaska, Onalaska, Wisconsin
31. WovenHearts of Menomonie, Menomonie, Wisconsin
32. WovenHearts of New Richmond, New Richmond, Wisconsin
33. WovenHearts of Wisconsin Rapids, Wisconsin Rapids, Wisconsin
34. WovenHearts of Plymouth, Plymouth, Wisconsin
35. The Evergreens, Plover, Wisconsin
36. The Evergreens South, Plover, Wisconsin
37. StoneCroft Manor, Medford, Wisconsin
38. The Pines, Wausau, Wisconsin
39. The Pines North, Wausau, Wisconsin
40. The Oaks, Wisconsin Rapids, Wisconsin
41. WovenHearts of Eau Claire, Eau Claire, Wisconsin
42. WovenHearts of Manitowoc, Manitowoc, Wisconsin
43. WovenHearts of Middleton, Middleton, Wisconsin
44. WovenHearts of Neenah, Neenah, Wisconsin
45. WovenHearts of Oshkosh, Oshkosh, Wisconsin
46. WovenHearts of Sun Prairie, Sun Prairie, Wisconsin
MICHIGAN
47. ▇▇▇▇▇▇▇▇ House of Farmington Hills I, Farmington Hills, Michigan
48. ▇▇▇▇▇▇▇▇ House of Farmington Hills II, Farmington Hills, Michigan
49. ▇▇▇▇▇▇▇▇ House of ▇▇▇ Arbor, Ann Arbor, Michigan
50. ▇▇▇▇▇▇▇▇ House of Utica, Utica, Michigan
51. Wynwood of Lansing, Lansing, Michigan
PENNSYLVANIA
52. Northampton Manor, Richboro, Pennsylvania
53. Clare Bridge of Lower Makefield, Yardley, Pennsylvania
54. Clare Bridge of ▇▇▇▇▇▇▇▇▇▇ and Wynwood of ▇▇▇▇▇▇▇▇▇▇, North Wales,
Pennsylvania
NEW YORK
55. Liberty Commons, Manlius, New York
MINNESOTA
56. WovenHearts of Faribault, Faribault, Minnesota
57. WovenHearts of Mankato, Mankato, Minnesota
58. WovenHearts of Owatonna, Owatonna, Minnesota
59. WovenHearts of Sauk Rapids, Sauk Rapids, Minnesota
60. WovenHearts of Willmar, Willmar, Minnesota
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61. WovenHearts of Winona, Winona, Minnesota
NORTH CAROLINA
62. Clare Bridge of Charlotte, Charlotte, North Carolina
63. Wynwood of Charlotte, Charlotte, North Carolina
64. Clare Bridge of Greensboro, Greensboro, North Carolina
65. Wynwood of Greensboro, Greensboro, North Carolina
SOUTH CAROLINA
66. Clare Bridge of Charleston, Mt. Pleasant, South Carolina
67. Clare Bridge of Columbia, Irmo, South Carolina
[TO BE SUPPLEMENTED BY AMENDMENTS TO THIS AGREEMENT]
18
19
EXHIBIT E
RENT COVERAGE RATIO CALCULATION
19
20
EXHIBIT F
EXHIBIT A
TO
THE ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Site Assessment Reports
1. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates Inc. respecting the property known as
WovenHearts of Faribault and located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709006).
2. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Mankato and located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709007).
3. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Owatonna and located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709009).
4. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Sauk Rapids and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709058).
5. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Willmar and located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709063).
6. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Winona located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709010).
7. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Eau Claire and located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709059).
8. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Manitowoc and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709060).
20
21
9. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Middleton and located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709008).
10. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Neenah and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709061).
11. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Oshkosh and located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (Project No. 1E-9709062).
12. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
WovenHearts of Sun Prairie and located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (Project No. 5E-9709011).
13. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
Clare Bridge of Jacksonville and located at ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (Project No. 3E-9709018).
14. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
Wynwood of Lansing and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇),
Michigan (Project No. 3E-9709064).
15. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the properties known
as Clare Bridge of Charlotte and Wynwood of Charlotte and located,
respectively, at 11240 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Project No. 3E-9709016).
16. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the properties known
as Clare Bridge of Greensboro and Wynwood of Greensboro and located,
respectively, at 3898 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ (Project No. 3E-9709019).
17. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
Clare Bridge of Charleston and located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Project No. 3E-9709015).
18. Phase I Environmental Site Assessment dated November 11, 1997 prepared
by ▇▇▇▇▇ Engineering Associates, Inc. respecting the property known as
Clare Bridge of Columbia and located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Project No. 3E- 9709017).
21
22
[TO BE AMENDED FROM TIME TO TIME AS ADDITIONAL ASSISTED LIVING FACILITIES ARE
ADDED TO EXHIBITS A, B OR C OF THE AGREEMENT REGARDING RELATED LEASE
TRANSACTIONS]
22
23
EXHIBIT G
EXHIBIT B
TO
THE ENVIRONMENTAL INDEMNITY AGREEMENT
1. With respect to the Leased Property located in Florida, Chapters 376
and 403, Florida Statutes.
2. With respect to the Leased Property located in Michigan, the Michigan
Hazardous Waste Management Act, Act. No. 64 of the Michigan Public Acts
of 1979, as amended (MCLA 299.501, et seq.) and the Michigan Natural
Resources and Environmental Protection Act (MCLA 324.20101, et seq.),
as amended.
3. With respect to the Leased Property located in Minnesota, Minnesota
Statutes Section 115B.01-115B.24 and Minnesota Statutes Chapter 115C.
4. With respect to the Leased Property located in North Carolina, the Oil
Pollution and Hazardous Substances Control Act, N.C. Gen. Stat.
ss.143-215.75 et seq. and the Inactive Hazardous Sites Response Act,
N.C. Gen. Stat. ss.130A-310 et seq.
5. With respect to the Leased Property located in South Carolina, Title 48
and Title 44 of the South Carolina Code of Laws (1976) as amended.
6. With respect to the Leased Property located in Wisconsin, Chapter 144,
Wisconsin Statutes (1993-94).
[TO BE AMENDED FROM TIME TO TIME AS ADDITIONAL ASSISTED LIVING FACILITIES ARE
ADDED TO EXHIBITS A, B, OR C OF THE AGREEMENT REGARDING RELATED LEASE
TRANSACTIONS]
23
24
EXHIBIT H
SCHEDULE A
TO
THE AFFILIATED PARTY SUBORDINATION AGREEMENT
LIST OF MANAGERS
[TO BE SUPPLEMENTED FROM TIME TO TIME TO REFLECT THE ADDITION OF NEW PARTIES TO
THE AFFILIATED PARTY SUBORDINATION AGREEMENT]
24
25
EXHIBIT I
SCHEDULE B
TO
THE AFFILIATED PARTY SUBORDINATION AGREEMENT
LIST OF SUBLESSEES
[TO BE SUPPLEMENTED FROM TIME TO TIME TO REFLECT THE ADDITION OF NEW PARTIES TO
THE AFFILIATED PARTY SUBORDINATION AGREEMENT]
25
