EXHIBIT 10.13
SETTLEMENT AND AMENDMENT AGREEMENT
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THIS SETTLEMENT AND AMENDMENT AGREEMENT (the "Agreement") is made and
entered into and effective as of the first day of January, 2000, by and among
XXXXXXX HEALTH AND REHABILITATION SERVICES, INC., a California corporation
("BHRS"), the entities set forth on Exhibit A-1 hereto (each a "Facility Tenant"
and, collectively, the "Facility Tenants") (BHRS and the Facility Tenants are,
collectively, "Xxxxxxx"), Nationwide Health Properties, a Maryland corporation
("Nationwide"), and the entities set forth on Exhibit A-2 hereto (each a
"Facility Landlord" and, collectively, the "Facility Landlords") (Nationwide and
the Facility Landlords are, collectively, "NHP").
Recitals
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A. Beverly and NHP (as successor to Xxxxxxx Investment Properties,
Inc.) have entered into that certain Master Lease Document General Terms and
Conditions, dated December 30, 1985, for Leases to be Executed by Xxxxxxx
Investment Properties, Inc., as Lessor, and Various Subsidiaries of Xxxxxxx
Enterprises, as Lessees (the "Master Lease") and other leases (collectively,
and together with the Master Lease, the "Leases") with respect to the Facilities
set forth on Exhibits B, C, D and E hereto (each a "Leased Facility" and,
collectively, the "Leased Facilities").
B. Exhibits B, C, D and E set forth for each Leased Facility the
Facility Tenant that is the tenant under the Lease for such Facility, and
Exhibit A-2 sets forth the Facility Landlord that is the landlord under the
Lease for each Facility.
C. The parties hereto desire to make the agreements set forth herein
and take the actions described herein with respect to the Leased Facilities and
the Leases.
Agreement
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NOW, THEREFORE, in consideration of the foregoing, the covenants,
agreements, representations and warranties hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Restructure Payment. In partial consideration of this Agreement
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and the transactions contemplated hereby, Xxxxxxx shall pay to NHP the sum of
Sixteen Million Two Hundred Seven Thousand Eight Hundred Fifty Six Dollars
($16,207,856) (the "Restructure Payment"). The Restructure Payment shall be paid
as set forth on Exhibit F hereto.
2. Transfer Facilities. Fee title to the Facilities located in
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Riverside, Wisconsin, Central Minnesota, Osseo, Minnesota, Jacksonville,
Arkansas, and La Salle, Minnesota shall be transferred to Xxxxxxx (or its
designee) on substantially the terms outlined in Article 18 of the Master Lease
and such other terms and conditions as are customary in Beverly's acquisitions
of comparable facilities (including without limitation title insurance
policies); provided, that all transaction costs payable to third parties
(including without limitation all title insurance premiums and transfer taxes,
but excluding attorneys' fees) shall be paid one half by Xxxxxxx and one half by
NHP.
3. Termination Facilities. Those Facilities set forth on Exhibit B
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hereto are the "Termination Facilities."
3.1 Interim Operation. The appropriate Facility Tenant agrees to
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continue to operate the Termination Facilities (under the Leases for such
Facilities, as modified hereby) to and including the Assignment Date (as defined
below) with respect to such Termination Facility. Monthly rental for each
Termination Facility during such period shall be as set forth on Exhibit B
hereto opposite the name of each such Termination Facility. With respect to each
Termination Facility, during the period after the date hereof and ending on the
applicable Assignment Date, NHP shall use its commercially reasonable efforts to
identify and contract with suitable replacement operators for each of the
Termination Facilities. Xxxxxxx shall have no duties with respect to the
identification of, or negotiations with, replacement operators.
3.2 Transition of Operation. With respect to each Termination
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Facility, NHP shall deliver written notice to Xxxxxxx after a replacement
operator has been identified ("New Operator Notice"), and NHP shall use
commercially reasonable efforts to cause such replacement operator to enter into
a Transition Agreement with Xxxxxxx, and in form and substance acceptable to
Xxxxxxx (a "Transition Agreement"). Such Transition Agreement will provide for
an orderly transition of operations at the Facility to be concluded on or prior
to the Assignment Date. NHP shall provide in its lease with the new operator
that a default by the new operator under the relevant Transition Agreement is a
default under such lease, and shall assist Xxxxxxx in enforcing the Transition
Agreement. In the event that a designated replacement operator refuses to enter
into a Transition Agreement, NHP shall notify Xxxxxxx and (a) Xxxxxxx, its sole
discretion, may waive the requirement of a Transition Agreement, and (b) if
Xxxxxxx does not waive such requirement, NHP may withdraw the New Operator
Notice. Nothing herein shall prevent NHP from designating Nationwide as a
replacement operator pursuant to a New Operator Notice.
3.3 Termination. With respect to each Termination Facility, if no
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New Operator Notice has been issued with respect such Termination Facility (or
if a New Operator Notice has been withdrawn) prior to January 1, 2001 (and such
Lease has not otherwise been terminated), the appropriate Facility Tenant shall
have the right at any time thereafter, in its sole discretion, to take one or
both of the following actions: (i) consummate the shutdown process with respect
to such Termination Facility, and (ii) upon written notice to NHP, assign its
rights and interests under the Lease to the appropriate Facility Landlord with
respect to such Termination Facility (and have no further liability with respect
thereto), as of January 1, 2001 or such later date as the appropriate Facility
Tenant shall specify in such notice of termination (the "Shutdown Date"). The
appropriate Facility Tenant shall have the right to initiate the shutdown
process thirty (30) days following written notice to NHP, such notice to be
delivered no fewer than one hundred twenty (120) days prior to the consummation
of such shutdown (the "Shutdown Notice"). Such notice may be delivered by the
appropriate Facility Tenant at any time following August 31, 2000. NHP shall
reimburse Xxxxxxx for all losses and costs incurred by Xxxxxxx in connection
with all such shutdowns (collectively "Shutdown Costs") and hereby agrees to
indemnify and hold Xxxxxxx harmless for any such Shutdown Costs.
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3.4 Assignment Date; Assignment and Assumption. (a) The "Assignment
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Date" with respect to each Termination Facility shall be as follows with respect
to such Termination Facility:
(i) For each Termination Facility with respect to which a New
Operator Notice has been received by Xxxxxxx and has not been
withdrawn, the "Assignment Date" shall be the earlier of (x) the date
the new operator obtains a license to operate the Facility, and (y)
December 31, 2000; or
(ii) For any Termination Facility for which a Shutdown Notice
has been delivered pursuant to Section 3.3 hereof, the "Assignment
Date" shall be the Shutdown Date for such Termination Facility; or
(iii) For any Termination Facility for which neither a New
Operator Notice nor a Shutdown Notice has been delivered prior to
December 31, 2000 (or if a New Operator Notice has been withdrawn and
no new New Operator Notice delivered prior to December 31, 2000), the
"Assignment Date" shall be thirty (30) days following written notice
by Xxxxxxx of its desire to assign the Lease for such Facility to the
appropriate Facility Landlord.
(b) Effective as of the Assignment Date for each Termination
Facility, the appropriate Facility Tenant hereby sets over, transfers and
assigns unto the appropriate Facility Landlord, all of such Facility
Tenant's right, title and interest in and to the Lease for such Termination
Facility.
(c) The Facility Landlords hereby accept the assignment set forth in
Section 3.4(b) hereof, and agree to terminate and extinguish such Lease
upon such assignment.
3.5 Operating Costs. In consideration for the appropriate Facility
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Tenant's continued leasing and operation of one or more Termination Facilities
after June 30, 2000, beginning with the month of July, 2000, NHP hereby agrees
to pay to Xxxxxxx, within five (5) days following receipt from Xxxxxxx of an
invoice for such amount, the amount (if any) by which Beverly's aggregate net
income for such month or partial month from the operation of all Termination
Facilities is less than five percent (5%) of the aggregate gross revenues for
the same period of all Termination Facilities (such payment shall include
reimbursement for the amount of any aggregate operating loss, and could
therefore exceed 5% of the aggregate gross revenues). Calculation of net income,
gross revenues and operating loss for purposes of this section shall be
consistent with Beverly's historical accounting (including without limitation,
any rent payable hereunder for such periods shall be an expense), In addition to
the foregoing, NHP shall indemnify Xxxxxxx for all economic losses to Xxxxxxx
related to the operation and maintenance of any Termination Facilities for the
period commencing on July 1, 2000 with respect to such Termination Facility.
3.6 Release for Termination Facilities. Effective upon the
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Assignment Date for each Lease, Xxxxxxx shall be released from all liability and
obligation to NHP arising under such Lease for such Termination Facility, other
than unfulfilled obligations (a) of
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indemnification under Article 24 of the Lease for third party claims which arise
from the possession, operation or management of the Facility by any party during
the term of the Lease prior to the Assignment Date for each such Termination
Facility, and (b) to pay the rent amount set forth on Exhibit B hereto for each
Termination Facility, and Impositions (as defined in the Lease) that arise prior
to the Assignment Date for each such Termination Facility (such amounts relating
to periods after July 1, 2000 shall be expenses for the purposes of Section 3.5
hereof). Without limiting the generality of the foregoing, in no event shall
Xxxxxxx have any liability or obligation for deferred maintenance or other
expenses related to the physical plant of any Termination Facility.
3.7 Live Oak Facility. With respect to the Live Oak Facility in
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Suwanee, Florida (which Facility is a Termination Facility) (the "Live Oak
Facility"), the parties acknowledge that Xxxxxxx has paid for a sixty (60) bed
addition to the Live Oak Facility (the "Addition"), and has the rights to the
Certificate of Need with respect to the Live Oak Facility (collectively, the
"Live Oak Bed Rights"). In consideration for the transfer to NHP or its nominee
of the Addition and the Live Oak Bed Rights, NHP shall pay to Xxxxxxx the sum of
One Million Four Hundred Fifty Eight Thousand Dollars ($1,458,000). NHP shall
deliver to Xxxxxxx a promissory note, a portion of the principal amount of which
represents this payment, in form and substance reasonably acceptable to Xxxxxxx
providing for the payment of principal and interest as set forth on Exhibit F
hereto. Such promissory note shall be unsecured. Upon the assignment of the
Lease for the Live Oaks Facility and the concurrent purchase described above,
Xxxxxxx shall deliver a quitclaim deed (or the local equivalent) and a Xxxx of
Sale, if necessary, to NHP transferring all of Beverly's right, title and
interest in the Addition and the Live Oak Bed Rights.
3.8 Purchase of FF&E. In consideration of the transfer to NHP (or
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its nominee) of all of Beverly's moveable furniture, fixtures and equipment in
the Termination Facilities and the Subleased Facilities (as hereinafter
defined), to the extent Xxxxxxx owns any such items, NHP shall pay to Xxxxxxx
the sum of Two Million, Five Hundred Thousand Dollars ($2,500,000). NHP shall
deliver to Xxxxxxx a promissory note, a portion of the principal amount of which
represents this amount, in form and substance reasonably acceptable to Xxxxxxx
providing for the payment of principal and interest as set forth on Exhibit F
hereto. Such promissory note shall be unsecured. In addition, NHP or its nominee
(as shall be further set forth in the Transition Agreement) shall purchase from
Xxxxxxx at the time of assignment of the Lease for each Termination Facility,
all consumables and inventory at such Facility as reflected in an inventory at
the time of termination, and at Beverly's cost for such items.
3.9 Texarkana, Texas. With respect to the Facility in Texarkana,
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Texas (which is a Termination Facility), (a) the reference to "June 30, 2000" in
the first sentence of Section 3.5 shall be a reference to "December 31, 2000,"
(b) the reference to "July, 2000" in the first sentence of Section 3.5 shall be
a reference to "January 2001," and (c) the reference to "July 1, 2000" in the
last sentence of Section 3.5 shall be a reference to "January 1, 2001."
3.10 Xxxxxx Xxxxx. (a) With respect to the Xxxxxx Xxxxx Facility,
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none of the foregoing provisions shall be effective until such Facility has been
found by the relevant state survey agency to be in substantial compliance (the
"Compliance Date"). Prior to the Compliance Date, the relevant Facility Tenant
shall continue to pay the rent for such facility set forth on
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Exhibit B hereto. Upon notice by Xxxxxxx to NHP that the Compliance Date has
occurred, the foregoing provisions of this Agreement with respect to Termination
Facilities shall apply to Xxxxxx Xxxxx; provided, that with respect to Xxxxxx
Xxxxx, the date "January 1, 2001" in the lead-in phrase to Section 3.3 hereof
shall be replaced by the date that is thirty (30) days after the Compliance
Date.
(b) In the event that the Compliance Date has not occurred prior
to June 1, 2001, then the parties shall negotiate in good faith as to the
disposition of Xxxxxx Xxxxx.
(c) NHP hereby consents to Xxxxxxx entering into a management
agreement with a third party manager with respect to Xxxxxx Xxxxx.
4. Subleased and Assigned Facilities. Those Facilities set forth on
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Exhibit C hereto and designated thereon as "Subleased" are the "Subleased
Facilities." Those Facilities set forth on Exhibit C hereto and designated
thereon as "Assigned" are the "Assigned Facilities." With respect to each
Subleased Facility, Exhibit C also identifies the sublease applicable to such
Facility (each a "Sublease" and collectively the "Subleases"). With respect to
each Assigned Facility, Exhibit C also identifies the assignee of such Lease.
The parties acknowledge that there may be other subleased and assigned
facilities that have been omitted from Exhibit C In the event such omitted
facilities are identified and agreed to by the parties, such omitted facilities
shall be "Subleased Facilities" or "Assigned Facilities" hereunder, as
appropriate, and subject to the terms hereof.
4.1 Assignment of Leases and Subleases. The appropriate Facility
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Tenants hereby set over, transfer and assign unto the appropriate Facility
Landlords, effective as of the date hereof, all of such Facility Tenants' right,
title and interest in and to (a) the Leases for the Subleased Facilities and (b)
the Subleases, each for the balance of the term thereof.
4.2 Assumption of Leases and Subleases. The Facility Landlords
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hereby accept the assignment set forth in Section 4.1 hereof and assume all of
the duties and obligations under the Leases and Subleases, and agree to observe,
keep and perform all of the terms, covenants and conditions to be made observed,
kept and performed by each Facility Tenant, as lessee under the assigned Leases
and sublessor under the Subleases, as fully as though the appropriate Facility
Landlord were originally named in the Leases as lessee and the Subleases as
sublessor.
4.3 Summit, New Jersey. (a) With respect to the Subleased Facility
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in Summit, New Jersey, the following shall be additional exceptions to the
release of Beverly's liability set forth in Section 4.6 below:
(i) the amount of any lost rent accruing after the date
hereof until and including the earlier to occur of (x) the
execution and delivery of a new, direct lease for such Facility
by NHP, and (y) September 30, 2001 (the earlier of (x) and (y)
being the "Summit Expiration Date"), and
(ii) in the event of a loss of the subtenant's license to
operate such Subleased Facility, (x) the Facility Tenant's
obligation under the Lease for
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such Facility accruing after such loss of license and prior to
the Summit Expiration Date, and (y) losses resulting from the
gross negligence or willful misconduct of the operator in the
operation of the Facility accruing after such loss of licensure
and prior to the Summit Expiration Date.
(b) In the event that Xxxxxxx is required to make any payments
pursuant to paragraph (a) of this Section 4.3, NHP shall, at the request of
Xxxxxxx, re-assign to the appropriate Facility Tenant the interests under
the Lease and Sublease for such Facility that were assigned to NHP pursuant
to Section 4.1 hereof in order that the appropriate Facility Tenant shall
have the benefit of the rights and remedies of the landlord under the
Sublease for such Facility.
4.4 Security Deposits. Pursuant to agreements reasonably acceptable
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in form and substance to the parties, Xxxxxxx shall assign to NHP all letters of
credit or other security deposits held by Xxxxxxx and securing obligations under
the Subleases.
4.5 Memoranda of Assignment. The Facility Tenants and the NHP agree
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to execute, deliver and record appropriate memoranda of assignment reflecting
the assignments set forth herein with respect to the Leases for the Subleased
Facilities, and the Subleases.
4.6 Release for Subleased Facilities and Assigned Facilities. (a) As
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of the date hereof, Xxxxxxx is hereby released from, all liability and
obligation with respect to the Leases for the Subleased Facilities (except as
set forth in Section 4.3 above), other than unfulfilled obligations (a) of
indemnification under Article 24 of the Lease for third party claims which arise
from the possession, operation or management of the Facility by any party during
the term of the Lease for such Subleased Facility prior to the date hereof and
(b) Impositions that arise prior to the date hereof for each Subleased Facility.
Without limiting the generality of the foregoing, in no event shall Xxxxxxx have
any liability or obligation for deferred maintenance or other expenses related
to the physical plant of any Subleased Facility.
(b) As of the date hereof, Xxxxxxx is hereby released from, all
liability and obligation, if any, with respect to the Leases for the Assigned
Facilities, other than unfulfilled obligations (a) of indemnification under
Article 24 of the Lease for third party claims which arise from the possession,
operation or management of the Facility by any party during the term of the
Lease for such Assigned Facility prior to the date hereof and (b) Impositions
that arise prior to the date hereof for each Assigned Facility. Without
limiting the generality of the foregoing, in no event shall Xxxxxxx have any
liability or obligation for deferred maintenance or other expenses related to
the physical plant of any Assigned Facility It is agreed by the parties that
Xxxxxxx currently has no primary liability under the Leases for any Assigned
Facility, and nothing set forth herein is intended to increase any liability
that Xxxxxxx may have with respect to any Assigned Facility, or alter the
secondary or contingent nature of such liability. Further, nothing herein is
intended to create any liability for Xxxxxxx under any Assigned Facility to the
extent that Xxxxxxx has previously been released from such liability.
5. Other Facilities.
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5.1 Country House, Pomona, California.
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(a) With respect to the Country House Facility in Pomona, California
("Country House"), the parties agree that NHP shall file a claim against
Xxxxxxx, and Xxxxxxx shall pursue a claim against ResCare, pursuant to
Article 21 of the Lease for Country House. Expenses of counsel agreed by
the parties shall be split equally between the parties.
(b) In the event that Xxxxxxx, in its sole discretion, shall
determine that such claim shall no longer be pursued, but in any event no
later than January 1, 2002, then upon written notice to NHP, Xxxxxxx shall
purchase Country House from NHP pursuant to Article 21 of the Lease for
Country House, with an agreed purchase price of One Million Six Hundred
Thousand Dollars ($1,600,000). In such event Xxxxxxx shall deliver to NHP a
promissory note for such amount in form and substance reasonably acceptable
to Xxxxxxx providing for the payment of principal and interest at a rate of
nine percent (9%) per annum to be amortized over an eight (8) year period
and payable in 96 equal monthly installments on the first day of each
calendar month, commencing with the calendar month of the close of such
purchase. Such promissory note shall be unsecured.
5.2 West Haven, CT and Marquis, Oregon. The parties acknowledge that
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the West Haven facility was closed, and the CT facility and the Marquis, Oregon
facilities were sold to Marquis, and the leases with respect thereto were
terminated.
6. Renewal Facilities.
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6.1 Facilities and Rent. The Facilities set forth on Exhibit D
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hereto are the "Renewal Facilities," and the renewal rent for each Renewal
Facility is set forth opposite the name of such Renewal Facility.
6.2 New Lease. The parties shall negotiate in good faith a new lease
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form for the Renewal Facilities. At a minimum, the new leases shall provide for
a five year initial term, and four 5-year renewal terms, and a purchase option
upon expiration of the then-current term for a price equal to the fair market
value of such Facilities. It is currently contemplated that the parties shall
agree to assign each of the Facilities to a group (each a "Renewal Group") as
set forth on Exhibit D for purposes of cross-defaults, and exercise of all-or-
none renewal and all-or-none purchase options. Upon execution and delivery of
such new leases with respect to each Renewal Facility, all of Beverly's rights
and obligations under the existing Lease for such Renewal Facility (including,
without limitation, all of Beverly's rights of first refusal and options to
renew and purchase under such Leases for such Renewal Facilities) shall
terminate and be of no further force or effect.
6.3 Assignment. Effective as of the effectiveness of the new lease
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for each Renewal Facility as contemplated by Section 6.2, the appropriate
Facility Tenant hereby sets over, transfers and assigns unto the appropriate
Facility Landlord, all of such Facility Tenant's right, title and interest in
and to the Lease for such Renewal Facility.
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6.4 Assumption. The Facility Landlords hereby accept the assignment
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set forth in Section 6.3 hereof, and agree to terminate and extinguish such
Lease upon such assignment.
7. Amendments. To the extent the provisions hereof conflict with
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existing provisions of the Leases, the Leases are hereby modified and amended to
provide as set forth herein.
8. Representations and Warranties.
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8.1 Representations and Warranties of NHP.
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(a) Nationwide and each of the Facility Landlords is duly formed and
organized and validly existing under the laws of and in good standing in
the state of its formation, and is qualified to do business as a foreign
corporation in the States in which it is required to be so qualified.
(b) Nationwide and each of the Facility Landlords has full power and
authority to own and lease its properties and to carry on its business as
currently conducted. Nationwide and each of the Facility Landlords has the
complete and unrestricted corporate power and authority to enter into this
Agreement and the notes, documents and agreements contemplated hereby
(collectively, the "Closing Documents"), and perform its obligations
hereunder and thereunder.
(c) When executed and delivered, this Agreement and the Closing
Documents will constitute valid and binding obligations of NHP, enforceable
in accordance with their terms, except as limited by applicable laws
relating to bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application relating to or affecting
creditors' rights.
(d) The Facilities which NHP is transferring to Xxxxxxx are in "AS
IS, WHERE IS" condition with no warranties whatsoever, either express or
implied, whether of merchantability, of fitness for a particular purpose,
or otherwise.
8.2 Representations and Warranties of Xxxxxxx.
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(a) BHRS and each of the Facility Tenants are duly incorporated and
validly existing corporations organized under the laws of and in good
standing in the State of California, and is qualified to do business as a
foreign corporation in the States in which it is required to be so
qualified.
(b) BHRS and each of the Facility Tenants have full power and
authority to own and lease their properties and to carry on its business as
currently conducted. BHRS and each of the Facility Tenants have the
complete and unrestricted corporate power and authority to enter into this
Agreement and the Closing Documents and perform their obligations hereunder
and thereunder.
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(c) When executed and delivered, this Agreement and the Closing
Documents will constitute valid and binding obligations of Xxxxxxx,
enforceable in accordance with their terms, except as limited by applicable
laws relating to bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application relating to or
affecting creditors' rights.
(d) The Facilities to which Xxxxxxx is relinquishing its possessory
interests, together with all furniture, fixtures, equipment and personal
property the transfer of which is contemplated hereby, are in "AS IS, WHERE
IS" condition with no warranties whatsoever, either express or implied,
whether of merchantability, of fitness for a particular purpose, or
otherwise.
(e) With respect to each Subleased Facility, the relevant Facility
Tenant is not in material default in its obligations as sublandlord under
the sublease for any Subleased Facility.
9. Indemnity.
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9.1 Indemnity by NHP. NHP hereby agrees to indemnify, defend and
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hold Xxxxxxx and its affiliates, officers, directors, shareholders, employees,
partners, agents and representatives (collectively, "Xxxxxxx Indemnitees")
harmless from any and all claims, demands, obligations, losses, liabilities,
damages, recoveries and attorneys' fees, costs and expenses (collectively,
"Liabilities") suffered by any Xxxxxxx Indemnitee (a) arising under the Leases
for the Sublease Facilities, or the Subleases, after the date hereof, (b)
arising from the untruth of any of the warranties, representations or covenants
of NHP, or any entity constituting NHP, herein or given pursuant hereto (c)
Shutdown Costs as contemplated by Section 3.3(a) hereof, and (d) constituting
economic losses under the last sentence of Section 3.3(b) hereof.
9.2 Indemnity by Xxxxxxx. Xxxxxxx hereby agrees to indemnify, defend
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and hold NHP and its affiliates, officers, directors, shareholders, employees,
partners, agents and representatives (collectively, "NHP Indemnitees") harmless
from any and all Liabilities suffered by any NHP Indemnitee (a) arising from the
untruth of any of the warranties, representations or covenants of Xxxxxxx, or
any entity constituting Xxxxxxx, herein or given pursuant hereto, (b) arising
from Beverly's indemnification under Article 24 of the Leases for third party
claims which arise from the possession, operation or management of the Facility
by any party during the term of any Lease (prior to the effectiveness of the
assignment thereof to NHP), and (c) Impositions that arise during the term of
any Lease (prior to the effectiveness of the assignment of the Lease to NHP).
9.3 Survival of Indemnities. The provisions of this Section 9 shall
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survive any closing under this Agreement.
10. Miscellaneous.
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10.1 Further Assurances. Each of the parties hereto agrees to
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execute and deliver any and all further agreements, documents or instruments
reasonably necessary to effectuate this Agreement and the transactions
contemplated herein. All parties will make all
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reasonable efforts to effect an orderly transfer of control of the Facilities
from Xxxxxxx to NHP or its nominee, and to complete the transactions
contemplated by this Agreement as promptly as practicable.
10.2 Assignment. Neither party may make any assignment of this
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Agreement or any rights thereof without the prior written consent of the other
party in each instance.
10.3 Parties in Interest. Nothing in this Agreement, whether express
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or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than Xxxxxxx and NHP and their respective
permitted successors and assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provisions give any third person any
right or subrogation of action over or against any party to this Agreement.
10.4 Notices. Any notice, request, instruction or other document
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given hereunder by either party to the other shall be in writing and delivered
personally, by mail (certified mail, postage prepaid, return receipt requested,
such mailed notice to be effective three (3) days after deposit) by overnight
courier (to be effective the business day following deposit), by telex or
facsimile transmission (to be effective when receipt acknowledged unless sent
after 5:00 p.m. on any business day or on the weekend, in which event they will
be deemed received on the next business day), as follows:
If to Xxxxxxx:
[appropriate Xxxxxxx entity]
Xxx Xxxxxxxx Xxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Tel: (000) 000-0000
Fax:
With a copy to:
The same address, attention General Counsel
If to NHP:
[appropriate entity]
Nationwide Health Properties
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Tel:
Fax:
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With a copy to:
The same address, attention General Counsel
or at such other address as either party may by like notice designate to the
other in writing.
10.5 Counterparts. This Agreement may be executed simultaneously in
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one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10.6 Incorporation by Reference. All Exhibits hereto shall be deemed
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incorporated herein by reference.
10.7 Entire Agreement: Modification; Waiver. This Agreement and the
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Exhibits hereto constitute the entire agreement between Xxxxxxx and NHP
pertaining to the subject matter contained therein and supersedes all prior
agreements, representations and all understanding of the parties. No supplement,
modification or amendment of this Agreement shall be binding unless expressed as
such and executed in writing by Xxxxxxx and NHP. Except as set forth herein, no
waiver of any of the provisions of this Agreement shall be deemed to be or shall
constitute a waiver of any other provisions hereof, whether or not similar, nor
shall any such waiver constitute a continuing waiver. No waiver shall be binding
unless expressed as such in a document executed by the party making the waiver.
10.8 Guarantees. (a) BHRS hereby guarantees the obligations of each
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of the Facility Tenants hereunder, and each of the Facility Tenants hereby
guarantees the obligations of BHRS and each of the other Facility Tenants
hereunder. BHRS and each of the Facility Tenants hereby (i) agrees that the
obligations of BHRS and each of the Facility Tenants hereunder may be modified,
rescinded or compromised without the consent of BHRS or one or more of the
Facility Tenants without releasing or modifying the guaranty obligations of BHRS
and the Facility Tenants, (ii) waives all rights accorded by law to sureties and
guarantors, and (iii) agrees that this is a guarantee of payment and not of
collection.
(b) Nationwide hereby guarantees the obligations of each of the
Facility Landlords hereunder, and each of the Facility Landlords hereby
guarantees the obligations of Nationwide and each of the other Facility
Landlords hereunder. Nationwide and each of the Facility Landlords hereby
(i) agrees that the obligations of Nationwide and each of the Facility Landlords
hereunder may be modified, rescinded or compromised without the consent of
Nationwide or one or more of the Facility Landlords without releasing or
modifying the guaranty obligations of Nationwide and the Facility Landlords,
(ii) waives all rights accorded by law to sureties and guarantors, and
(iii) agrees that this is a guarantee of payment and not of collection.
10.9 Access to Records. At all times following the date hereof, and
----------------
upon reasonable notice, NHP shall allow (to the extent it is in possession of or
operating any Facility), or in the event NHP has leased any Facility to a third
party, NHP shall use reasonable efforts to cause such future lessee to allow
Xxxxxxx and its agents and representatives to have reasonable access to, and to
make copies of (at Beverly's expense), the books, records and supporting
material of the Facilities relating to the period of Beverly's leasing of the
Facility to
11
the extent reasonably necessary to enable Xxxxxxx to investigate and defend any
claims, to file or defend cost reports and tax returns, to verify accounts
receivable collections due Xxxxxxx, and to perform similar matters. Without
limiting the generality of the foregoing, in connection with any Medicare audit
relating to the period of Beverly's leasing of the Facility, NHP shall allow, or
shall use reasonable efforts to cause any future lessee to allow, Xxxxxxx, its
agents and representatives and any auditors and their agents and representatives
to have reasonable access to (i) any and all staff involved with payroll and
timekeeping functions at any of the Facilities, and (ii) subject to laws and
regulations regarding confidentiality, the materials listed on Exhibit I hereto.
In addition, Xxxxxxx shall be entitled to remove any such record for purposes of
litigation to which such record refers. Any record so removed shall be returned
promptly following its use. NHP agrees to, and agrees to use reasonable efforts
to cause any future lessee to (and agrees on its own behalf with respect to any
Facility not leased to a third party), maintain such books, records and other
material relating to each Facility's operation during the period of Beverly's
leasing of such Facility, including but not limited to, patient records and
records of patient funds, in the manner required by law, including, but not
limited to, patient records and records of patient funds in the manner required
by law and as set forth on Exhibit I hereto, said time period being seven (7)
years from filing of reimbursement claim, or as required by law, whichever time
period is longer.
12
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
XXXXXXX
-------
XXXXXXX HEALTH AND REHABILITATION SERVICES, INC.,
a California corporation
XXXXXXX ENTERPRISES -- CALIFORNIA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- FLORIDA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- OREGON, INC.,
a California corporation
XXXXXXX ENTERPRISES -- FLORIDA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- MICHIGAN, INC.,
a California corporation
XXXXXXX ENTERPRISES -- TEXAS, INC.,
a California corporation
XXXXXXX ENTERPRISES -- CONNECTICUT, INC.,
a California corporation
XXXXXXX ENTERPRISES -- OKLAHOMA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- WASHINGTON, INC.,
a California corporation
XXXXXXX ENTERPRISES -- IDAHO, INC.,
a California corporation
XXXXXXX ENTERPRISES -- NEW JERSEY, INC.,
a California corporation
XXXXXXX ENTERPRISES -- VIRGINIA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- MARYLAND, INC.,
a California corporation
XXXXXXX ENTERPRISES -- INDIANA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- NORTH CAROLINA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- WISCONSIN, INC.,
a California corporation
XXXXXXX ENTERPRISES -- MINNESOTA, INC.,
a California corporation
XXXXXXX ENTERPRISES -- MISSOURI, INC.,
a California corporation
S-1
XXXXXXX ENTERPRISES -- ARKANSAS, INC.,
a California corporation
By: __________________________________
Name: ________________________________
Title: _______________________________
S-2
NHP
---
NATIONWIDE HEALTH PROPERTIES, INC., a
Maryland corporation
By: _________________________
Name: _______________________
Title: ______________________
NATIONWIDE HEALTH PROPERTIES FINANCE
CORPORATION, a Delaware corporation
By: _________________________
Name: _______________________
Title: ______________________
NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a
Texas limited partnership
By: MLD Texas Corporation, a Texas
corporation, its general partner
By: _________________________
Name: _______________________
Title: ______________________
MLD PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership
By: MLD Properties II, Inc., a Delaware
corporation, its general partner
By: _________________________
Name: _______________________
Title: ______________________
S-3
MLD DELAWARE TRUST, a Delaware trust
By: __________________________________
Xxxx X. Xxxxxxx, as trustee and not
individually
MLD PROPERTIES LLC, a Delaware limited
liability company
By: MLD Properties, Inc., a Delaware
corporation, its sole member
By: ________________________
Name: ______________________
Title: _____________________
S-4
Exhibit A-1 - Facility Tenants
Exhibit A-1 - Facility Landlords
Exhibit B - Termination Facilities
Exhibit C - Subleased Facilities and Assigned Facilities
Exhibit D - Renewal Facilities
Exhibit E - Other Facilities
Exhibit F - Note Payment Schedules
Exhibit G - [Intentionally Deleted]
Exhibit H - [Intentionally Deleted]
Exhibit I - Books and Records
i
EXHIBIT A-1
-----------
FACILITY TENANTS
----------------
Xxxxxxx Health and Rehabilitation Services, Inc.
Xxxxxxx Enterprises -- California, Inc.
Xxxxxxx Enterprises -- Florida, Inc.
Xxxxxxx Enterprises -- Oregon, Inc.
Xxxxxxx Enterprises -- Florida, Inc.
Xxxxxxx Enterprises -- Michigan, Inc.
Xxxxxxx Enterprises -- Texas, Inc.
Xxxxxxx Enterprises -- Connecticut, Inc.
Xxxxxxx Enterprises -- Oklahoma, Inc.
Xxxxxxx Enterprises -- Washington, Inc.
Xxxxxxx Enterprises -- Idaho, Inc.
Xxxxxxx Enterprises -- New Jersey, Inc.
Xxxxxxx Enterprises -- Virginia, Inc.
Xxxxxxx Enterprises -- Maryland, Inc.
Xxxxxxx Enterprises -- Indiana, Inc.
Xxxxxxx Enterprises -- North Carolina, Inc.
Xxxxxxx Enterprises -- Wisconsin, Inc.
Xxxxxxx Enterprises -- Minnesota, Inc.
Xxxxxxx Enterprises -- Missouri, Inc.
Xxxxxxx Enterprises -- Arkansas, Inc.
Exhibit A
EXHIBIT A-2
-----------
FACILITY LANDLORDS
------------------
Nationwide Health Properties, Inc., a Maryland corporation
. Tomah Care Center, Tomah, WI
. Prairie Haven Nursing, Kensington, KS
. Suwannee Health Care, Live Oak, FL
. Xxxxxx Care Home, Minneapolis, MN
. Faribault Manor, Faribault, MN
. Ashwood Health Care CT, Willmar, MN
. Xxxxx Street Nursing Home, New Bedford, MA
. Cape Cod Nursing/Retirement, Buzzards Bay, MA
. Wellesley Health Rehab, Wellesley, MA
. Xxxxxxx Health & Rehab, Xxxxxxx, WI
. Shorewood, Heights, Shorewood, WE
. Clearview Manor, Tacoma, WA
. Lantern Park Manor, Colby, KS
. Oakley Manor, Oakley, KS
. Xxxxxxxxx Nursing Home, Xxxxxxxxx, MN
. Owatonna Health Care Center, Owatonna, MN
. Country House, Pomona, CA
. Pensacola Health Care Facility, Pensacola, FL
. Hawthorne Gardens (Laurelhurst C.C.), Portland, OR
. Jacksonville Convalescent Center, Jacksonville, FL
. Park Lake Nursing & Rehab, FL
. Provincial House -- Adrian, Adrian, MI
. Extend-A-Care Centre, Torrington, CT
. Pleasant Manor, Sapulpa, OK
. Sunset Estates, Maud, OK
. Meadow Glade Manor, Battleground, WA
. Snake River Rehab Center, Buhl, ID
. Willow Haven, Tonkawa, OK
. Summit Nursing Home, NJ
. Westminster Nursing, Westminster, MD
. Chowchilla, Chowchilla, CA
. Xxxxxxx XX, Hopkins, MN
. Florence Xxxxx, Xxxxxxxx, WI
. South Shore Manor, St. Xxxxxxx, WI
. Riverside, WI
. Xxxxxxx Xxxxxxxxx, XX
. Xxxxx, XX
. Country House, Pomona, CA
Nationwide Health Properties Finance Corporation, a Delaware corporation
. Xxxxxx Xxxxx, Hagerstown, MD
. Cumberland Villa, Cumberland, MD
. Xxxxxxx H&R -- Fort Xxxxxx, Fort Xxxxxx, FL
. Wisconsin Dells H&R, Wisconsin Dells, WI
. Western Village, Green Bay, WI
. Greendale Health & Rehab, Sheboygan, WI
. The Cedars, Charlottesville, VA
. Sleepy Hollow, Annandale, VA
. Walnut Hill, Petersburg, VA
. Battlefield Park, Petersburg, VA.
NH Texas Properties Limited Partnership, a Texas limited partnership
. Texarkana Nursing Center, Texarkana, TX
. El Paso Convalescent Center, El Paso, TX
. Leisure Lodge of Gilmer, Gilmer, TX
. Red River Haven Nursing Center, Bogata, TX
. Suburban Acres Nursing Center, Marshall, TX
. University Nursing Center, McKinney, TX
. Xxxxxx Healthcare Center, Waxachie, TX
MLD Properties Limited Partnership, a Delaware limited partnership
. Oakridge Rehab & Spclt, Richmond, IN
. Petersburg H&R Center, Petersburg, IN
MLD Delaware Trust, a Delaware trust; Xxxx X. Xxxxxxx, as trustee and not
individually
. Maryville Health Care, Maryville, MO
MLD Properties LLC, a Delaware limited liability company
. Lakewood Health & Rehab, Hendersonville, NC
. Arkansas Healthcare Nursing CT, Hot Springs, AR
. Jacksonville, AR
EXHIBIT B
---------
NHP TERMINATION FACILITIES
--------------------------
ANNUAL MONTHLY
FAC # FACILITY LOCATION STATE XXXXXXX ENTITY RENT RENT
----- -------- -------- ----- -------------- ---- ----
000 Xxxxxx Xxxxx Xxxxxxxxxx MD Xxxxxxx Enterprises - Maryland, Inc. $500,000 $41,667
000 Xxxxx Xxxx Xxxxxx Xxxxx XX Xxxxxxx Enterprises - Wisconsin, Inc. 296,107 24,676
000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx XX Xxxxxxx Enterprises - Kansas, Inc. 3,289 274
000 Xxxxxxxx Xxxxxx Xxxx Xxxx Xxx XX Xxxxxxx Enterprises - Florida, Inc. 538,551 44,879
000 Xxxxxx Xxxx Xxxx Xxxxxxxxxxx XX Xxxxxxx Enterprises - Minnesota, Inc. 800,000 66,667
000 Xxxxxxxxx Xxxxx Xxxxxxxxx MN Xxxxxxx Enterprises - Minnesota, Inc. 41,199 3,433
000 Xxxxxxx Xxxxxx Xxxx XX Xxxxxxx XX Xxxxxxx Enterprises - Minnesota, Inc. 356,401 29,700
000 Xxxxx Xxxxxx Nursing Home New Bedford MA Xxxxxxx Enterprises - Massachusetts, Inc. 324,117 27,010
000 Xxxx Xxx Xxxxxxx/Xxxxxxxxxx Xxxxxxxx Xxx XX Xxxxxxx Enterprises - Massachusetts, Inc. 475,883 39,657
0000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx XX Xxxxxxx Enterprises - Texas, Inc. 100,000 8,333
0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX Xxxxxxx Enterprises - Massachusetts, Inc. 100,000 8,333
2604 Chilton Health & Rehab Xxxxxxx WI Xxxxxxx Enterprises - Wisconsin, Inc. 184,994 15,416
0000 Xxxxxx Xxxxx Xxxxx XX Xxxxxxx Enterprises - Kansas, Inc. 58,555 4,880
0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx XX Xxxxxxx Enterprises - Wisconsin, Inc. 718,899 59,908
0000 Xxxxxxxxx Xxxxx Xxxxxx XX Xxxxxxx Enterprises - Washington, Inc. 150,000 12,500
0000 Xxxxxxx Xxxx Xxxxx Xxxxx XX Xxxxxxx Enterprises - Kansas, Inc. 86,956 7,246
0000 Xxxxxx Xxxxx Xxxxxx XX Xxxxxxx Enterprises - Kansas, Inc. 1,200 100
2895 Ostrander Nursing Home Ostrander MN Xxxxxxx Enterprises - Minnesota, Inc. 1,200 100
2923 Owatonna Health Care Center Owatonna MN Xxxxxxx Enterprises - Minnesota, Inc. 1,200 100
-----------
Total Termination Facilities 19 $4,738,551 $394,879
========== ========
===========
Exhibit B
EXHIBIT C
---------
NHP SUBLEASED FACILITIES
------------------------
FAC # FACILITY XXXXXXX ENTITY STATE ASSIGNED/ DATE SUBLEASE/SUBTENANT NAME AND NOTES
----- -------- -------------- ----- SUBLEASED ---- ---------------------------------
---------
000 Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxxxx-Xxxxxxxxxx, XX Subleased 4/30/95 Res-Care, Inc. (facility
Pomona Inc. now closed)
180 Pensacola Health Xxxxxxx Enterprises-Florida, FL Subleased 7/31/97 Chartwell Healthcare, Inc.
Care Facility, Inc. 9/30/98 - sublease terminated
Pensacola and subleased to Complete
Care Services, Inc.
000 Xxxxxxxxx Xxxxxxx Xxxxxxx Enterprises-Oregon, OR Subleased 2/28/94 2/2000 purchased by X. Xxxxx
(Laurelhurst Inc. and Xxxxxxx was released
C.C.), Portland Marquis Healthcare; 12/31/98
NHP Lease expired
753 Jacksonville Xxxxxxx Health and FL Assigned 11/1/90 Assignment of leasehold to
Convalescent Center, Rehabilitation Services, Inc. B.A.T. Management Foundation,
Jacksonville Inc.; Xxxxxxx released from
liability to NHP per
agreement dated 5/24/00
000 Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxx-Xxxxxxx, XX Assigned 12/31/98 Delta Health Group, Inc.;
& Rehab Inc. Xxxxxxx released from
liability 12/31/99
942 Provincial House - Xxxxxxx Enterprises-Michigan, MI Assigned 12/01/89 Assignment of Leasehold to
Xxxxxx, Xxxxxx Inc. Xxxxx Hospital of Adrian
0000 Xx Xxxx Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx-Xxxxx, XX Subleased 5/31/97 Complete Care Services
Center, El Paso Inc.
1331 Leisure Lodge of Xxxxxxx Enterprises-Texas, TX Subleased 12/15/94 Healthcare Centers of Texas,
Xxxxxx, Xxxxxx Inc. Inc. and National Medical
Care Associates, Inc. 2/6/98
subtenant assigned to Senior
Living Properties, LLC
0000 Xxx Xxxxx Xxxxx Xxxxxxx Xxxxxxxxxxx-Xxxxx, XX Subleased 1/1/94 Healthcare Centers of Texas,
Nursing Center, Inc. Inc. and National Medical
Bogata Care Associates, Inc. 2/6/98
subtenant assigned to Senior
Living Properties, LLC
2824 Extend-A-Care Xxxxxxx Enterprises-Connecticut, CT Assigned 9/15/90 Assignment to Xxxxxx
Centre, Torrington Inc. Enterprises, Inc. 11/13/98
Sun assigned to Lexington
Healthcare, Inc.
2852 Suburban Acres Nursing Xxxxxxx Enterprises-Texas, TX Subleased 12/31/93 Chartwell Healthcare, Inc.
Center, Xxxxxxxx Inc. 9/30/98 Chartwell sublease
terminated and subleased to
Complete Care Services
2856 Pleasant Manor, Sapulpa Xxxxxxx Enterprises-Oklahoma, OK Assigned 6/29/88 Assignment of leasehold
Inc. to Medi-plex II
2857 Sunset Estates, Xxxx Xxxxxxx Enterprises-Oklahoma, OK Assigned 6/29/88 Assignment of leasehold to
Inc. Medi-plex II
0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxx Xxxxxxxxxxx-Xxxxxxxxxx, XX Subleased 12/31/94 Eagle Healthcare, Inc.
Battleground Inc.
2934 Snake River Rehab Xxxxxxx Enterprises-Idaho, ID Subleased 12/31/93 Northwest BEC-CORP.
Center, Buhl Inc.
2947 Willow Haven, Tonkawa Xxxxxxx Enterprises-Oklahoma, OK Assigned 6/29/88 Assignment of leasehold to
Inc. Medi-plexII
2975 University Nursing Xxxxxxx Enterprises-Texas, TX Subleased 4/1/94 Healthcare Centers of Texas,
Center, McKinney Inc. Inc. and National Medical
Care Associates, Inc. 2/6/98
subtenant assigned to Senior
Living Properties, LLC
0000 Xxxxxx Healthcare Xxxxxxx Enterprises-Texas, TX Subleased 9/30/94 Healthcare Centers of Texas,
Center, Waxachie Inc. Inc. and National Medical
Care Associates, Inc. 2/6/98
subtenant assigned to Senior
Living Properties, LLC
3123 Summit Nursing Home Xxxxxxx Enterprises-New Jersey, NJ Subleased 3/1/91 000 Xxxxx Xxxxxx, Inc.,
Inc. Xxxxxxx Xxxxx and Xxxxxxxx
Xxxxxxxx
Exhibit C
EXHIBIT D
---------
NHP RENEWAL FACILITIES
----------------------
ANNUAL MONTHLY
FAC # FACILITY LOCATION STATE XXXXXXX ENTITY RENT RENT
----- -------- -------- ----- -------------- ---- ----
000 Xxx Xxxxxx Xxxxxxxxxxxxxxx XX Xxxxxxx Enterprises-Virginia, Inc. $ 578,197 $ 48,183
000 Xxxxxx Xxxxxx Xxxxxxxxx XX Xxxxxxx Enterprises-Virginia, Inc. 1,551,396 129,283
000 Xxxxxx Xxxx Xxxxxxxxxx XX Xxxxxxx Enterprises-Virginia, Inc. 347,031 28,919
000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx XX Xxxxxxx Enterprises-Virginia, Inc. 433,674 36,139
272 Cumberland Villa Cumberland MD Xxxxxxx Enterprises-Maryland, Inc. 943,226 78,602
274 Westminster Nursing Westminster MD Xxxxxxx Enterprises-Maryland, Inc. 908,027 75,669
2129 Xxxxxxx H&R - Fort Xxxxxx Fort Xxxxxx FL Xxxxxxx Enterprises-Florida, Inc. 350,000 29,167
0000 Xxxxxxxxxx Xxxxxxxxxx XX Xxxxxxx Healthcare-California, Inc. 212,065 17,672
--------------
SUBTOTAL RENEWAL GROUP 1 8 $5,323,615 $443,634
-------------- -------------------
96 Oakridge Rehab & Spclt Richmond IN Xxxxxxx Enterprises-Indiana, Inc. $ 505,875 $ 42,156
98 Petersburg H&R Center Petersburg IN Xxxxxxx Enterprises-Indiana, Inc. 294,312 24,526
000 Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxxxxxxxxx XX Xxxxxxx Enterprises-North Carolina,
Inc. 332,477 27,706
000 Xxxxxxxxx Xxxxx X & X Xxxxxxxxx Xxxxx XX Xxxxxxx Enterprises-Wisconsin, Inc. 514,550 42,879
000 Xxxxxxx XX Xxxxxxx XX Xxxxxxx Enterprises-Minnesota, Inc. 409,094 34,091
000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx XX Xxxxxxx Enterprises-Missouri, Inc. 517,450 43,121
0000 Xxxxxxxx Xxxxxxxxxx
Xxxxxxx XX Xxx Xxxxxxx XX Xxxxxxx Enterprises-Arkansas, Inc. 282,307 23,526
0000 Xxxxxxx Xxxxxxx Xxxxx Xxx XX Xxxxxxx Enterprises-Wisconsin, Inc. 639,811 53,318
0000 Xxxxxxxx Xxxxx Xxxxxxxx XX Xxxxxxx Enterprises-Wisconsin, Inc. 290,626 24,219
0000 Xxxxx Xxxxx Xxxxx Xx. Xxxxxxx XX Xxxxxxx Enterprises-Wisconsin, Inc. 141,936 11,828
0000 Xxxxxxxxx Xxxxxx & Xxxxx Xxxxxxxxx XX Xxxxxxx Enterprises-Wisconsin, Inc. 271,464 22,622
--------------
SUBTOTAL RENEWAL GROUP 2 11 $4,199,902 $349,992
-------------- -------------------
TOTAL NHP RENEWAL FACILITIES 19 $9,523,517 $793,626
============== ===================
Exhibit D
EXHIBIT E
---------
OTHER FACILITIES
----------------
Xxxxxxxxx, Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxxxx
Jacksonville, Arkansas
Country House, Pomona, California
Exhibit E
EXHIBIT F
---------
NOTE PAYMENT SCHEDULES
----------------------
Note Payable to NHP:
--------------------
Note $16,207,856
Term (years) 5
Rate 9.00%
Basis 30/360
Principal
Date Payment Principal Interest Balance
---- ------- --------- -------- ---------
12/31/99 $16,207,856
03/31/00 $2,854,677 $2,490,000 $364,677 13,717,856
06/30/00 1,908,652 1,600,000 308,652 12,117,856
09/30/00 2,272,652 2,000,000 272,652 10,117,856
12/31/00 1,827,652 1,600,000 227,652 8,517,856
03/31/01 996,652 805,000 191,652 7,712,856
06/30/01 1,073,539 900,000 173,539 6,812,856
09/30/01 1,178,289 1,025,000 153,289 5,787,856
12/31/01 1,430,227 1,300,000 130,227 4,487,856
03/31/02 850,977 750,000 100,977 3,737,856
06/30/02 834,102 750,000 84,102 2,987,856
09/30/02 817,227 750,000 67,227 2,237,856
12/31/02 800,352 750,000 50,352 1,487,856
3/31/03 233,477 200,000 33,477 1,287,856
6/30/03 228,977 200,000 28,977 1,087,856
9/30/03 224,477 200,000 24,477 887,856
12/31/03 219,977 200,000 19,977 687,856
3/31/04 187,441 171,964 15,477 515,892
6/30/04 183,572 171,964 11,608 343,928
9/30/04 179,702 171,964 7,738 171,964
12/31/04 175,833 171,964 3,869 0
----------------------------------------------------------------------
Total $18,478,454 $16,207,856 $2,270,598 0
======================================================================
Note Receivable from NHP:
-------------------------
Note $ 3,958,000
Term (years) 0.5
Rate 9.00%
Basis 30/360
Exhibit F
Principal
Date Payment Principal Interest Balance
---- ------- --------- -------- --------
12/31/99 $3,958,000
03/31/00 $2,068,055 $1,979,000 $89,055 1,979,000
06/30/00 2,023,528 1,979,000 44,528 0
-----------------------------------------------------------------------
Total $4,091,583 $3,958,000 $133,583 0
=======================================================================
EXHIBIT G
---------
[Intentionally Deleted]
Exhibit G
EXHIBIT H
---------
[Intentionally Deleted]
Exhibit H
EXHIBIT I
---------
BOOKS AND RECORDS
-----------------
I. RECORD RETENTION
----------------
A. Reimbursement Related Documents:
-------------------------------
Effective February 3, 2000, all reimbursement-related documents must be
maintained for seven (7) years. This includes:
. MDS files
. Medical records
. Supporting documentation
B. Compliance Documentation:
------------------------
Compliance documents must be maintained for four years. These include:
. Training attendance logs
. Material deficiency reports
C. Personnel Files:
---------------
All Personnel Files must be maintained for at least four years after the
date of an associate's termination, except for the personnel records of
salaried exempt associates, whose records must be retained for six years.
For more information on retaining personnel records, refer to policy HR-
211. These records retained in personnel files include, but are not
limited to:
. Employment prescreening, including Attestation of Exclusion and
Conviction, form HR-711
. Code of Conduct Commitment to Integrity (Recertification) and
Compliance and Disclosure forms
D. State and Local Laws:
--------------------
If local or state laws are more stringent about record retention, you must
meet the more stringent requirement.
E. Locked File Cabinet:
-------------------
All records, including confirmation notices from the corporate compliance
officer, training attendance logs, copies of reportable events and all
applicable logs, must be maintained in a locked file cabinet in the
executive director's office at all times.
Exhibit I-1
The executive director, business office manager and group vice president
should possess a key to this locked file cabinet. No other keys should be
provided to any personnel unless directed by the group vice president or
the corporate compliance officer.
II. AUDIT MATERIALS
---------------
Nursing sign-in sheets
Nursing assignment sheets
Floor plans identifying the distinct part rooms
Approval letters from the state or requests for changes in distinct part
rooms
Facility licenses
Nursing midnight census
Medical records
Therapy contracts
Therapy labor and service logs
Payroll records, e.g. punch detail
Pharmacy statements
Mileage logs for company vehicles
Exhibit I-2
