GUARANTY OF AGREEMENT REGARDING LEASES
Exhibit 10.3
THIS GUARANTY OF AGREEMENT REGARDING LEASES (this “Guaranty”) is made and entered into
to be effective as of November 7, 2006 (the “Effective Date”), by SENIOR CARE, INC., a
Delaware corporation (“Guarantor”) in favor of VENTAS REALTY, LIMITED PARTNERSHIP, a
Delaware limited partnership (“VRLP”).
R E C I T A L S :
WHEREAS, as of the Effective Date, VRLP and Senior Care Operations Holdings, LLC, a Delaware
limited liability company (“SCT Holdings”), have executed and delivered that certain
Agreement Regarding Leases (as the same may be renewed, extended, amended or modified from time to
time, with or without notice to Guarantor, the “Agreement Regarding Leases”), pertaining to
the Facilities referred to therein;
WHEREAS, Guarantor is a direct or indirect owner of 100% of the beneficial ownership interest
in SCT Holdings, and Guarantor will derive substantial direct and indirect benefits from the
transactions contemplated by the Agreement Regarding Leases; and
WHEREAS, it is a condition to the entering into of the Agreement Regarding Leases by VRLP that
Guarantor shall have executed and delivered this Guaranty.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by Guarantor, and in
order to induce VRLP to enter into the Agreement Regarding Leases, Guarantor hereby agrees as
follows:
SECTION 1 DEFINITIONS. For purposes of this Guaranty, any capitalized terms used and
not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement
Regarding Leases. In addition, as used herein the following capitalized terms shall have the
following meanings:
“Acquisition” by any Person, shall mean the purchase or acquisition by such Person of
any Capital Stock in another Person or any asset of another Person, whether or not involving a
merger or consolidation with such other Person.
“Action” means any civil, criminal or administrative action, suit, demand, claim,
arbitration, hearing, litigation, dispute or other proceeding or investigation by or before any
Governmental Authority or arbitrator.
“Actual Balanced Care EBITDAR” means, for any period for Balanced Care Tenant,
Consolidated Net Income for such period calculated solely with respect to Balanced Care Tenant,
plus without duplication, to the extent deducted or otherwise not included in determining
such Consolidated Net Income, the sum for such period of the following items, in each case
determined solely with respect to Balanced Care Tenant: (i) amortization and depreciation expense,
(ii) provision for income taxes (including provision for deferred taxes not payable currently),
(iii) Consolidated Interest Expense, (iv) Rent Expense, and (v) non-cash charges as are reasonably
acceptable to VRLP, but, excluding, for purposes hereof to the extent included in
determining Consolidated Net Income for such period the following items, in each case
determined solely with respect to Balanced Care Tenant: (A) extraordinary gains and losses and
related tax effects thereon, and (B) other non-cash gains and losses thereon as are reasonably
acceptable to VRLP.
“Actual Monthly Consolidated EBITDAR” means, for any calendar month for Guarantor and
its Consolidated Subsidiaries determined on a consolidated basis, Consolidated Net Income for such
period, plus without duplication, to the extent deducted or otherwise not included in
determining Consolidated Net Income, the sum for such period of (i) amortization and depreciation
expense, (ii) provision for income taxes (including provision for deferred taxes not payable
currently), (iii) Consolidated Interest Expense, (iv) Rent Expense, and (v) non-cash charges as are
reasonably acceptable to VRLP, but, excluding, for purposes hereof to the extent
included in determining Consolidated Net Income for such period (A) extraordinary gains and losses
and related tax effects thereon, and (B) other non-cash gains and losses thereon as are reasonably
acceptable to VRLP.
“Agreement Regarding Leases” has the meaning set forth in the Recitals.
“Asset Disposition” by any Person shall mean and include (i) the sale, lease or other
disposition of any property by such Person (including the Capital Stock of a Subsidiary of such
Person), but for purposes hereof shall not include, in any event, (A) the sale of inventory in the
ordinary course of business, (B) the sale, lease or other disposition of machinery and equipment no
longer used or useful in the conduct of business and (C) a sale, lease, transfer or disposition of
property to another Consolidated Subsidiary, and (ii) receipt by such Person of any cash insurance
proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage,
taking or similar event with respect to any of its property.
“Average Debt” means, as of any date, for any Person, the average Debt balance for the
immediately preceding calendar month.
“Balanced Care Guaranty” shall mean that certain Guaranty of Balanced Care Rent and
Rent Payment Agreement made by IPC Equity Holdings Limited and SCRE Investments, Inc. in favor of
VRLP and the Ventas Lessors listed thereunder (collectively, the “Balanced Care Landlord”)
in respect of certain rent required to be paid pursuant to the Master Lease, as the same may be
amended, renewed, supplemented, extended or modified from time to time.
“Balanced Care Landlord” shall have the meaning set forth in the definition of
Balanced Care Guaranty, set forth herein.
“Balanced Care Tenant” shall mean collectively, jointly and severally, the entities
listed on Schedule 1 attached hereto, together with their permitted successors and assigns.
“BR Trust” shall mean BR Trust, a trust organized under the laws of the Bailiwick of
Guernsey.
“Capital Lease” as applied to any Person, shall mean any lease of any property
(whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP and in
the
reasonable judgment of such Person, is required to be accounted for as a capital lease on the
balance sheet of that Person.
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“Capital Stock” shall mean, with respect to any entity, any capital stock (including
preferred stock), shares, interests, participation or other ownership interests (however
designated) of such entity and any rights (other than debt securities convertible into or
exchangeable for capital stock), warrants or options to purchase any thereof; provided,
however, that leases of real property that provide for contingent rent based on the
financial performance of the tenant shall not be deemed to be Capital Stock.
“Cash Interest Expense” shall mean, for any period, for Guarantor and its Consolidated
Subsidiaries determined on a consolidated basis without duplication in accordance with GAAP, all
interest payable in cash in respect of Debt during such period (whether or not actually paid during
such period) and all payments due under Interest Rate Protection Agreements by Guarantor and its
Consolidated Subsidiaries determined on a consolidated basis (net of payments to such parties by
any counter party thereunder).
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Consolidated Adjusted Leverage Ratio” shall mean, at any date, for Guarantor and its
Consolidated Subsidiaries determined on a consolidated basis, the ratio of:
(a) the sum of:
(i) Average Debt, net of cash and restricted cash shown on the balance sheet, and
(ii) Rent Expense, as of such date, for the Trailing Four Quarter Period ending on
such date multiplied by eight (8), to:
(b) Consolidated EBITDAR for the Trailing Four Quarter Period ending on such date.
“Consolidated EBITDAR” shall mean, for any period, for Guarantor and its Consolidated
Subsidiaries determined on a consolidated basis, Consolidated Net Income for such period,
plus without duplication, to the extent deducted in determining Consolidated Net Income,
the sum for such period of (i) amortization and depreciation expense, (ii) provision for income
taxes (including provision for deferred taxes not payable currently), (iii) Consolidated Interest
Expense, (iv) Rent Expense, and (v) non-cash charges as are reasonably acceptable to the Landlord
but, excluding, for purposes hereof to the extent included in determining
Consolidated Net Income for such period (A) extraordinary gains and losses and related tax effects
thereon, and (B) other non-cash gains and losses thereon as are reasonably acceptable to the
Landlord, provided, that during the First Lease Year, Consolidated EBITDAR with
respect to Guarantor and its Consolidated Subsidiaries other than Balanced Care Tenant shall equal
the First Year Consolidated EBITDAR, and provided further that for the
period beginning on the date hereof and ending on the last day prior to the third anniversary of
the date hereof, Consolidated EBITDAR for Balanced Care Tenant shall mean, for any period, the
greater of (a) Actual Balanced Care EBITDAR for such period, and (b) the aggregate sum of each
Guarantor Rent Payment actually paid to Balanced Care Landlord during such period.
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“Consolidated Interest Expense” shall mean, for any period, all interest expense for
Guarantor and its Consolidated Subsidiaries during such period determined on a consolidated basis
for such period taken as a single accounting period in accordance with GAAP, including amortization
of debt discount and premium, the interest component under Capital Leases (and also including, to
the extent required under GAAP, the implied interest component under a Securitization) and all
payments due under Interest Rate Protection Agreements by Guarantor and its Consolidated
Subsidiaries determined on a consolidated basis (net of payments to such parties by any counter
party thereunder), but excluding the amortization of any deferred financing fees. The applicable
period of determination shall be the Trailing Four Quarter Period.
“Consolidated Net Income” shall mean, for any period, the net income or loss of
Guarantor and its Consolidated Subsidiaries during such period determined on a consolidated basis
for such period taken as a single accounting period in accordance with GAAP. The applicable period
of determination shall be the Trailing Four Quarter Period.
“Consolidated Net Worth” shall mean, as of any date, for Guarantor and its
Consolidated Subsidiaries on a consolidated basis, consolidated shareholders’ equity or net worth
(including preferred and common equity) less goodwill and other intangible assets as of such date
as determined in accordance with GAAP.
“Consolidated Subsidiary” shall mean, as to any Person, at any date, any Subsidiary or
other entity the accounts of which would be consolidated with those of such Person in its
consolidated financial statements if such statements were prepared as of such date.
“Control”, with respect to any Person, shall mean the legal right or power, directly
or indirectly, to direct or cause the direction of the management and policies of such Person, by
contract or through the ownership of voting securities, partnership interests or other equity
interests, or otherwise. “Controlled” and “Controlling” shall have the correlative
meanings thereto.
“Debt” of Guarantor or any of its Consolidated Subsidiaries shall mean, without
duplication, any indebtedness of Guarantor or any of its Consolidated Subsidiaries, whether or not
contingent, in respect of:
(i) borrowed money or evidenced by bonds, notes, debentures or similar
instruments;
(ii) indebtedness for borrowed money secured by any encumbrance existing on
property owned by Guarantor or its Consolidated Subsidiaries, to the extent of the
lesser of (x) the amount of indebtedness so secured or (y) the fair market value of
the property subject to such encumbrance;
(iii) all reimbursement obligations in connection with any letters of credit or
amounts representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued expense,
trade payable, conditional sale obligation or obligation under any title retention
agreement;
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(iv) all net obligations of such Person under any Interest Rate Protection
Agreement valued in accordance with GAAP;
(v) all obligations in respect of any preferred equity to the extent payments
are being made thereon;
(vi) indebtedness of any partnership or joint venture or other similar entity
in which such Person is a general partner or joint venturer and, as such, has
personal liability for such obligations, but only if and to the extent there is
recourse to such Person for payment thereof,
(vii) any obligations of Guarantor and its Consolidated Subsidiaries with
respect to redemption, repayment or other repurchase of any Equity Interest or the
principal amount of any Subordinated Debt (regardless of whether interest or
principal is then-currently payable with respect thereto);
(viii) any lease of property by Guarantor or any of its Consolidated
Subsidiaries as lessee which is reflected as a capital lease obligation on the
consolidated balance sheet of Guarantor or its Consolidated Subsidiaries;
to the extent, in the case of items of indebtedness under clauses (i) through (viii)
above, that any such items would appear as a liability on Guarantor’s or its
Consolidated Subsidiaries’ consolidated balance sheet in accordance with GAAP; or
(ix) the liquidation preference of any Equity Interest of Guarantor or any
shares of preferred stock of any of its Consolidated Subsidiaries to the extent
payments are being made thereon.
Debt also includes, to the extent not otherwise included, any obligations by Guarantor and its
Consolidated Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other
than for purposes of collection in the ordinary course of business), Debt of another Person (other
than Guarantor or any other Guarantor) including Debt secured by a Lien on any assets of such
Person, whether or not such Person shall have assumed such indebtedness.
Debt shall not include endorsements of instruments for deposit or collection in the ordinary
course of business. In the case of Debt as of any date issued with original issue discount, the
amount of such Debt shall be the accreted value thereof as of such date.
“Equity Interest” shall mean Capital Stock and all warrants, options or other rights
to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).
“First Lease Year” shall mean the period beginning on the date hereof and ending on
the last day prior to the first anniversary of the date hereof.
“First Year Consolidated EBITDAR” shall mean
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(i) as of the date hereof and the first day of the next following calendar month, Pro Forma
Consolidated EBITDAR, and
(ii) as of the first day of each following calendar month thereafter, an amount equal to: (A)
the First Year Consolidated EBITDAR as of the first day of the preceding calendar month
less (B) 1/12 of the Pro Forma Consolidated EBITDAR plus (C) Actual Monthly
Consolidated EBITDAR with respect to the preceding calendar month.
“Fiscal Quarter” shall mean a fiscal quarter of any Guarantor or any of their
Consolidated Subsidiaries, as the context may require.
“Fiscal Year” shall mean a fiscal year of any Guarantor or any of their Consolidated
Subsidiaries, as the context may require.
“Fixed Charge Coverage Ratio” shall mean, for Guarantor and its Consolidated
Subsidiaries on a consolidated basis, Consolidated EBITDAR for such period divided by the sum of
(i) scheduled principal payments on Debt of Guarantor and its Consolidated Subsidiaries required to
be made during such period (regardless of whether actually paid) and amortization of discount or
premium related to any such Debt for such period, whether expensed or capitalized, (ii) Cash
Interest Expense for such period, (iii) Rent Expense for such period and (iv) dividends or
distributions to the extent paid on or in respect of any preferred equity of Guarantor for such
period notwithstanding the prohibition on payment of same. The applicable period of determination
shall be the Trailing Four Quarter Period.
“GAAP” shall mean generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board
(or agencies with similar functions of comparable stature and authority within the accounting
profession), or in such other statements by such entity as may be in general use by significant
segments of the U.S. accounting profession.
“Governmental Authority” means any United States federal, state or local or any
supra-national or non-U.S. government, political subdivision, governmental, regulatory or
administrative authority, instrumentality, agency, body or Commission, self-regulatory organization
or any court, tribunal, or judicial or arbitral body.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.
“Guarantor Rent Payment” has the meaning set forth in the Balanced Care Guaranty.
“Indemnified Party” has the meaning set forth in Section 10.
“Interest Rate Protection Agreements” shall mean any interest rate swap agreement,
interest rate cap agreement, synthetic cap, collar or floor or other financial agreement or
arrangement designed to protect Guarantor or any Consolidated Subsidiary against fluctuations in
interest rates or to reduce the effect of any such fluctuations.
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“Lien” shall mean with respect to any asset or property, any mortgage, deed of trust,
lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or
transfer of, on or affecting such asset or property or any portion thereof or any tenant or any
interest therein, including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the
foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar
liens and encumbrances.
“Losses” means, without duplication, all losses, damages, costs, expenses,
liabilities, obligations and claims of any kind (including any Action brought by any Governmental
Authority or Person), including reasonable attorneys’ fees and costs of investigation.
“Master Lease” shall mean that certain Master Lease Agreement, dated as of the date
hereof, as the same may be amended, modified, or supplemented, including, without limitation
pursuant to the “Combination Lease” and the “New Lease” provisions set forth in Section 39 and
Section 40 thereof.
“Parents” means with respect to any Person, the entity or entities Controlling such
Person.
“Person” shall mean any individual or entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person where the context so
requires.
“Pro Forma Basis” shall mean, for purposes of determining compliance with any
financial covenant hereunder, that the subject transaction shall be deemed to have occurred as of
the first day of the applicable period ending on a Quarterly Measurement Date for which annual or
quarterly financial statements shall have been delivered in accordance with the provisions of this
Guaranty. Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (i) in
the case of an Asset Disposition, (A) income statement items (whether positive or negative)
attributable to the property, entities or business units that are the subject of such Asset
Disposition shall be excluded to the extent relating to any period prior to the actual date of the
subject transaction, and (B) Debt paid or retired in connection with the subject transaction shall
be deemed to have been paid and retired as of the first day of the applicable period; and (ii) in
the case of an Acquisition, (A) income statement items (whether positive or negative) attributable
to the property, entities or business units that are the subject of such Acquisition shall be
included to the extent relating to any period prior to the actual date of the subject transaction,
and (B) Debt incurred in connection with the subject transaction shall be deemed to have been
incurred as of the first day of the applicable period (and interest expense shall be imputed for
the applicable period utilizing the actual interest rates thereunder or, if actual rates are not
ascertainable, assuming prevailing interest rates hereunder).
“Pro Forma Consolidated EBITDAR” means Fifty-Nine Million Eight Hundred and Four
Thousand Six Hundred and Sixty-Three Dollars ($59,804,663).
“Property Lease” and “Property Leases” have the meanings set forth in the
Agreement Regarding Leases.
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“Quarterly Measurement Date” shall mean the last Business Day of March, June,
September and December in each year, commencing on or after the date hereof.
“Rent Expense” shall mean, for any period for Guarantor and its Consolidated
Subsidiaries, rent expense computed under and in accordance with GAAP.
“SCT Holdings” has the meaning set forth in the Recitals.
“SCT Lessees” has the meaning set forth in the Agreement Regarding Leases.
“SCT Parent” shall mean SC Operations Holdings Inc., an Ontario corporation.
“SCT Rent Payments” has the meaning set forth in the Agreement Regarding Leases.
“SEC” shall mean the Securities and Exchange Commission.
“Securities Purchase Agreement” shall mean that certain Securities Purchase Agreement,
dated as of September 6, 2006 among SCRE Investments, Inc., IPC Equity Holdings Limited, Ventas
Holdings, and Ventas, Inc.
“Securitization” shall mean a securitization of any assets in a single asset
securitization or a pooled loan securitization.
“Subordinated Debt” shall mean Debt which by the terms of such Debt is subordinated in
right of payment to the principal of and interest and premium, if any, on the loans and obligations
owing hereunder and the guaranties thereof.
“Third Party Claim” shall mean a pending or threatened claim or demand asserted by a
third party, including any Governmental Authority, against an Indemnified Party.
“Trailing Four Quarter Period” shall mean with respect to a date, (i) if such date is
between the date hereof and June 30, 2006 inclusive, the second calendar quarter of 2006, (ii) if
such date is between July 1, 2006 and September 30, 2006 inclusive, the second and third calendar
quarters of 2006, (iii) if such date is between October 1, 2006 and December 31, 2006 inclusive,
the second, third and fourth calendar quarters of 2006, and (iv) on or after January 1, 2007, the
period of four consecutive full fiscal quarters of the Guarantor and its Consolidated Subsidiaries
ended on such date. Any amount measured with respect to a Trailing Four Quarter Period that is less
than one year, shall be annualized by multiplying such amount by a fraction, the numerator of which
is four and the denominator of which is the number of calendar quarters in such Trailing Four
Quarter Period.
“Ventas Holdings” shall mean VSCRE Holdings, LLC, a Delaware limited liability
company.
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SECTION 2 GUARANTY. Guarantor hereby jointly and severally, unconditionally and
irrevocably guarantees (i) the full and prompt payment of all SCT Rent Payments and other sums
required to be paid by SCT Holdings under the Agreement Regarding Leases, (ii) the full and timely
performance of all other terms, conditions, covenants and obligations, of SCT
Holdings under the Agreement Regarding Leases, and (iii) any and all expenses (including
reasonable attorneys’ fees and expenses) incurred by VRLP in enforcing any rights under the
Agreement Regarding Leases or this Guaranty (all such obligations in clauses (i)-(iii),
collectively, are referred to as the “Guaranteed Obligations”). Guarantor agrees that this
Guaranty is a guarantee of payment and performance, not collection, and that Guarantor is primarily
liable and responsible for the payment and performance of the Guaranteed Obligations. It is not
necessary for VRLP, in order to enforce payment and performance by Guarantor under this Guaranty,
first or contemporaneously to institute suit or exhaust remedies against SCT Holdings or others
liable for any of the Guaranteed Obligations or to enforce rights against any collateral securing
any of it. With the exception of the defense of prior payment, performance, or compliance by SCT
Holdings or Guarantor of the Guaranteed Obligations which Guarantor is called upon to pay, or the
defense that VRLP’s claim against Guarantor hereunder is barred by the applicable statute of
limitations, all defenses of the law of guaranty or suretyship, including, without limitation,
substantive defenses and procedural defenses, are waived and released by Guarantor to the extent
permitted by law. Except as provided in the preceding sentence, under no circumstances will the
liability of Guarantor under this Guaranty be terminated either with respect to any period of time
when the liability of SCT Holdings under the Agreement Regarding Leases continues, or with respect
to any circumstances as to which the Guaranteed Obligations have not been fully discharged by
payment, performance or compliance.
SECTION 3 GUARANTY ABSOLUTE. The liability and responsibilities of Guarantor under
this Guaranty shall be absolute and unconditional, shall not be subject to any counterclaim,
setoff, or deduction and shall not be released, discharged, affected or impaired by (i) any change
in the time, manner, or place of payment or performance of any of the Guaranteed Obligations, or
any other amendment or waiver of, or any consent to or departure from, or termination of, the
Agreement Regarding Leases or any of the Property Leases, (ii) any release or discharge of SCT
Holdings or any SCT Lessee in any bankruptcy, receivership or other similar proceedings, (iii) the
impairment, limitation or modification of the liability of SCT Holdings or the estate of SCT
Holdings in bankruptcy or any SCT Lessee or the estate of any SCT Lessee in bankruptcy, or of any
remedy for the enforcement of SCT Holdings’s liability under the Agreement Regarding Leases,
resulting from the operation of any present or future provisions of any bankruptcy code or other
statute or from the decision in any court, the rejection or disaffirmance of the Agreement
Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding
Leases by SCT Holdings, (iv) any failure, omission or delay on the part of VRLP to enforce, assert
or exercise any right, power or remedy conferred on or available to VRLP in or by the Agreement
Regarding Leases or this Guaranty, or any action on the part of VRLP granting indulgence or
extension in any form whatsoever or any invalidity, irregularity or unenforceability as to SCT
Holdings of all or any part of the Guaranteed Obligations or any security therefor, (v) the waiver
by VRLP of the performance or observance by SCT Holdings or Guarantor of any of the agreements,
covenants, terms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi)
any merger, consolidation, reorganization or similar transaction involving SCT Holdings even if SCT
Holdings ceases to exist as a result of (and is not the surviving party in) such transaction, (vii)
the inability of VRLP or SCT Holdings to enforce any provision of the Agreement Regarding Leases
for any reason, (viii) any change in the corporate relationship between SCT Holdings and Guarantor
or any termination of such relationship, (ix) any change in the ownership of all or any part of the
membership interests in SCT Holdings, (x) the inability of
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SCT Holdings to perform, or the
release of SCT Holdings or Guarantor from the performance of, any obligation, agreement,
covenant, term or condition under the Agreement Regarding Leases or this Guaranty by reason of any
law, regulation or decree, now or hereafter in effect, (xi) any merger of the leasehold estate of
any SCT Lessee with the fee estate or any other estate in any facility or (xii) any disability or
other defense of SCT Holdings. VRLP and SCT Holdings, without notice to or consent by Guarantor,
may at any time or times enter into such modifications, extensions, amendments, or other covenants
with respect to the Agreement Regarding Leases as they may deem appropriate and Guarantor shall not
be released thereby, but shall continue to be fully liable for the payment and performance of all
liabilities, obligations and duties of SCT Holdings under the Agreement Regarding Leases as so
modified, extended or amended.
SECTION 4 REINSTATEMENT. Guarantor further agrees that, if at any time all or any
part of any payment applied to any of the Guaranteed Obligations is or must be rescinded or
returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of Guarantor), such Guaranteed Obligations shall, for the purposes of this Guaranty,
to the extent that such payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Guaranteed Obligations, all as though such application
had not been made.
SECTION 5 CERTAIN ACTIONS. VRLP may, from time to time, at its discretion and without
notice to Guarantor, take any or all of the following actions: (a) retain or obtain the primary or
secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of
the Guaranteed Obligations; (b) extend or renew for one or more periods (regardless of whether
longer than the original period), or release or compromise any obligation of Guarantor hereunder or
any obligation of any nature of any other obligor (including, without limitation, SCT Holdings)
with respect to any of the Guaranteed Obligations; or (c) release or fail to perfect any lien upon
or security interest in, or impair, surrender, release or permit any substitution or exchange for,
all or any part of any property securing any of the Guaranteed Obligations or any obligation
hereunder, or extend or renew for one or more periods (regardless of whether longer than the
original period) or release or compromise any obligations of any nature of any obligor with respect
to any such property.
SECTION 6 WAIVER. To the extent permitted by applicable law, Guarantor hereby
expressly waives: (i) notice of the acceptance of this Guaranty, (ii) except as otherwise provided
in the Agreement Regarding Leases or this Guaranty, notice of the existence or creation or
non-payment of all or any of the Guaranteed Obligations, (iii) presentment, demand, notice of
dishonor, protest and all other notices whatsoever except as otherwise provided in the Agreement
Regarding Leases or this Guaranty, and (iv) all diligence in collection or protection of or
realization upon the Guaranteed Obligations or any part thereof, any obligation hereunder, or any
security for or guaranty of any of the foregoing.
SECTION 7 WAIVER OF SUBROGATION. Guarantor hereby waives all rights of subrogation
which it may at any time otherwise have as a result of this Guaranty to the claims of VRLP against
SCT Holdings and all contractual, statutory or common law rights of reimbursement, contribution or
indemnity from SCT Holdings which it may at any time
otherwise have as a result of this Guaranty prior to final payment and satisfaction of the
Guaranteed Obligations.
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SECTION 8 DELIVERY OF FINANCIAL INFORMATION.
8.1. Financial Statements, Etc. Guarantor shall deliver the following information to
VRLP:
(a) as soon as available, and in any event within fifty (50) days (or ninety (90) days in the
event that VRLP notifies Guarantor in writing that VRLP and its Parents are not required, pursuant
to the rules and regulations of the SEC, to include such statements in their filings with the SEC)
after the close of each Fiscal Year, in hard copy and electronic format, in form satisfactory to
VRLP and accompanied by a checklist in the form attached hereto as Exhibit A completed by
Guarantor, and presented on a consolidated as well as a property-by-property basis, complete
financial statements prepared for such year with respect to Guarantor and its Consolidated
Subsidiaries, including a balance sheet as of the end of such year, together with related
statements of operations, cash flows and changes in equity for such Fiscal Year, audited by a “Big
Four” accounting firm or a nationally recognized, independent certified public accounting firm
reasonably satisfactory to VRLP whose opinion shall be to the effect that such financial statements
have been prepared in accordance with GAAP applied on a consistent basis and shall not be qualified
as to the scope of the audit or as to the status of Guarantor as a going concern or any other
material qualification. Together with Guarantor’s audited financial statements, Guarantor shall
furnish to Landlord an Officer’s Certificate (i) certifying as of the date thereof whether to the
best of such Guarantor’s knowledge there exists an event or circumstance which constitutes a
default or Event of Default under the Agreement Regarding Leases or under the Property Leases and
if such default or Event of Default exists, the nature thereof, the period of time it has existed
and the action then being taken to remedy the same, (ii) certifying that the information contained
in such financial statements is true and correct in all material respects, and (iii) demonstrating
in reasonable detail compliance with the provisions of Sections 9.1, 9.2, 9.3, and 9.5 hereof
(including in detail all calculations necessary therein).
(b) as soon as available and in any event within thirty (30) days (or forty-five (45) days in
the event that VRLP notifies Guarantor in writing that VRLP and its Parents are not required,
pursuant to the rules and regulations of the SEC, to include such statements in their filings with
the SEC) after the close of each Fiscal Year, in form satisfactory to VRLP and accompanied by a
checklist in the form attached hereto as Exhibit A completed by the applicable Guarantor,
unaudited financial statements prepared for such year with respect to Guarantor and its
Consolidated Subsidiaries including a balance sheet as of the end of such year, together with
related statements of operations and cash flows for such Fiscal Year. Together with Guarantor’s
unaudited financial statements, Guarantor shall furnish to Landlord an Officer’s Certificate (i)
certifying as of the date thereof whether to the best of such Guarantor’s knowledge there exists an
event or circumstance which constitutes a default or Event of Default under the Agreement Regarding
Leases or under the Property Leases and if such default or Event of Default exists, the nature
thereof, the period of time it has existed and the action then being taken to remedy the same, (ii)
certifying that the information contained in such financial statements is true and correct in all
material respects, and (iii) demonstrating in reasonable detail compliance with the
provisions of Sections 9.1, 9.2, 9.3, and 9.5 hereof (including in detail all calculations
necessary therein).
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(c) as soon as available and in any event within thirty (30) days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of Guarantor and its Consolidated Subsidiaries, in
form satisfactory to VRLP and accompanied by a checklist in the form attached hereto as Exhibit
A completed by Guarantor, (i) an unaudited consolidated balance sheet of Guarantor and its
Consolidated Subsidiaries, together with the related consolidated and consolidating statements of
operations for such Fiscal Quarter and for the portion of the Fiscal Year ended at such Fiscal
Quarter and a consolidated statement of cash flows for the portion of the Fiscal Year ended at the
end of such Fiscal Quarter, all of which shall be prepared on a comparative basis with the same
periods of the previous year (to the extent available) in accordance with GAAP. Together with
Guarantor’s interim financial statements, Guarantor shall furnish to Landlord an Officer’s
Certificate (i) certifying as of the date thereof whether to the best of such Guarantor’s knowledge
there exists an event or circumstance which constitutes a default or Event of Default under the
Agreement Regarding Leases or under the Property Leases and if such default or Event of Default
exists, the nature thereof, the period of time it has existed and the action then being taken to
remedy the same, (ii) certifying that the information contained in such financial statements is
true and correct in all material respects, and (iii) demonstrating in reasonable detail compliance
with the provisions of Sections 9.1, 9.2, 9.3, and 9.5 hereof (including in detail all calculations
necessary therein).
(d) as soon as available and in any event within thirty (30) days after the end of each month
of each Fiscal Year of Guarantor and its Consolidated Subsidiaries (and, with respect to the
calendar month immediately preceding the month in which the Effective Date occurs, thirty (30) days
following the end of such calendar month), (i) an unaudited consolidated balance sheet of Guarantor
and its Consolidated Subsidiaries, together with the related consolidated and consolidating
statements of operations for such month and for the portion of the Fiscal Year ended at such month
and a consolidated statement of cash flows for the portion of the Fiscal Year ended at the end of
such month, all of which shall be prepared on a comparative basis with the same periods of the
previous year (to the extent available) and in accordance with GAAP.
8.2. Guarantor agrees that any financial statements of Guarantor and its Consolidated
Subsidiaries required to be delivered to VRLP hereunder and under the Lease Documents may, without
the prior consent of, or notice to, Guarantor, be included and disclosed in offering memoranda or
prospectuses, or similar publications in connection with syndications, private placements or public
offerings of VRLP’s (or VRLP’s direct or indirect Parent’s) securities or interests, and in any
registration statement, report or other document permitted or required to be filed under applicable
federal and state laws, including those of any successor to VRLP. Guarantor agrees to provide such
other reasonable financial and other information necessary to facilitate a private placement or a
public offering or to satisfy the SEC or regulatory disclosure requirements. Guarantor agrees to
cause its independent auditors, at VRLP’s cost, to consent, in a timely manner, to the inclusion of
their audit report issued with respect to such financial statements in any registration statement
or other filing under federal and state laws and to provide the underwriters participating in any
offering of securities or interests of VRLP (or VRLP’s direct or indirect Parent) with a standard
accountant’s “comfort” letter with regard to the financial information of Guarantor and its
Consolidated Subsidiaries included or incorporated
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by reference into any prospectus or other offering document. Guarantor also agrees to make
available to any underwriter participating in an offering of Ventas (or VRLP’s direct or indirect
Parent’s) securities or interests, and any attorney, accountant or other agent or representative
retained by an underwriter (an “Inspector”), all financial and other records and pertinent
corporate documents of Guarantor as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause Guarantor’s directors, officers and employees to supply all
information requested by any such Inspector in connection with such offering. Upon request of
VRLP, Guarantor shall notify VRLP of any necessary corrections to information VRLP proposes to
publish within a reasonable period of time (not to exceed three (3) Business Days) after being
informed thereof by VRLP. Without limiting the foregoing, Guarantor shall provide or cause to be
provided to VRLP and take such actions, in each case, as required under this Section 8.2 promptly
and in any event within such time periods to permit VRLP to make all filings required by the SEC or
any other Governmental Authority in a timely fashion under applicable laws. All reasonable costs
and expenses incurred by Guarantor and/or Guarantor’s directors, officers, and employees solely
with respect to this Section 8.2 shall be the sole responsibility of VRLP.
SECTION 9 FINANCIAL COVENANTS.
9.1. Fixed Charge Coverage Ratio.
(a) Guarantor covenants and agrees with VRLP that at each Quarterly Measurement Date the Fixed
Charge Coverage Ratio will not be less than 1.10 to 1.00.
(b) For purposes of calculating the foregoing ratio, Asset Dispositions or Acquisitions which
have occurred during such period shall be included on a Pro Forma Basis.
9.2. Consolidated Adjusted Leverage Ratio.
(a) Guarantor covenants and agrees with VRLP that at each Quarterly Measurement Date the
Consolidated Adjusted Leverage Ratio will not exceed 8.00:1.00.
(b) For purposes of calculating the foregoing ratio, Asset Dispositions or Acquisitions which
have occurred during such period shall be included on a Pro Forma Basis.
9.3. Minimum Consolidated Net Worth.
(a) Guarantor covenants and agrees with VRLP that for each Fiscal Quarter, the Consolidated
Net Worth of Guarantor will not be less than the sum of (a) Forty Million Dollars ($40,000,000.00)
plus (b) 90% of any proceeds (without duplication) received by Guarantor or any of its Consolidated
Subsidiaries pursuant to the issuance of any equity securities of such entities following the
Effective Date.
9.4. INTENTIONALLY OMITTED.
9.5. Distributions. Following the occurrence and during the continuance of a default
hereunder or an Event of Default under the Agreement Regarding Leases or the Property Leases,
Guarantor shall not make any distributions to any partners, parent entities, or affiliates.
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9.6. Default. If, at any time during the term of the Agreement Regarding Leases,
Guarantor fails to comply with any of the covenants set forth in this Section 9, Guarantor shall be
deemed to be in default hereunder, beyond any applicable notice and/or cure periods.
Notwithstanding the foregoing, following the occurrence and during the continuance of a default
under Section 9.1(a) hereof or an Event of Default resulting from a breach of the covenant
relating to the Portfolio Coverage Ratio pursuant to Paragraph 6(a)(xviii) of the Agreement
Regarding Leases, in each case, within the first twelve (12) months following the date of this
Guaranty only, neither VRLP nor any Ventas Lessor (as such term is defined under the Agreement
Regarding Leases) shall exercise any of the rights and remedies set forth in Paragraph 6(b)
of the Agreement Regarding Leases or in Section 17.2, Section 17.3, or Section 17.4 of the Property
Leases during such twelve (12) month period, provided, that during such twelve (12)
month period, VRLP and each Ventas Lessor shall have all other rights and remedies available to
them under the other provisions of the Transaction Documents with respect to any such default.
SECTION 10 INDEMNITY.
10.1. INTENTIONALLY OMITTED.
10.2. Guarantor shall indemnify and save VRLP, its Affiliates, its direct and indirect
Parents, directors, employees, agents and each Person, if any, who controls VRLP or any such
Affiliate within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20
of the Securities Exchange Act of 1934, as amended, (each such party, an “Indemnified
Party” and collectively, the “Indemnified Parties”) harmless from and against (i) any
and all claims against any of them of whatever nature arising from any act, omission or negligence
of Guarantor, its contractors, licensees, subtenants, agents, servants, employees, invitees or
visitors, (ii) all claims against any Indemnified Party arising from any accident, injury or damage
whatsoever caused to any person or to the property of any person and occurring during the term of
this Lease in or about the Facilities or in connection with the Lease Documents, and (iii) all
damages resulting from any breach, violation or non-performance of any covenant, condition or
agreement in this Guaranty, the Agreement Regarding Leases, or the Property Leases set forth and
contained on the part of Guarantor, SCT Holdings or the SCT Lessees to be fulfilled, kept, observed
and performed. This indemnity and hold harmless agreement shall include indemnity from and against
any and all liability, consequential damages, fines, suits, demands, costs and expenses of any kind
or nature incurred in or in connection with any such claim or proceeding brought thereon
(including, without limitation, reasonable attorneys’ fees), and the defense thereof.
SECTION 11 DEFAULTS. In addition to any default or breach of any representation, warranty,
agreement, covenant or other undertaking by Guarantor hereunder, the following shall also
constitutes defaults hereunder: (i) any default under the Agreement Regarding Lease or under any
Property Lease, beyond applicable notice and cure periods, (ii) if at any time during the term of
the Agreement Regarding Leases, any audit or financial statement of Guarantor contains a qualified
opinion regarding Guarantor’s ability to continue its operations as a “going concern”, or (iii) the
insolvency of Guarantor or its inability to pay any of its obligations when due.
- 14 -
SECTION 12 REPRESENTATIONS AND WARRANTIES. To induce VRLP and the Ventas Lessors to enter
into the Transaction Documents, Guarantor represents and warrants to VRLP as follows:
(a) Status and Authority of Guarantor. Guarantor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. Guarantor has all
requisite power and authority to enter into and perform its obligations under this Guaranty and to
consummate the transactions contemplated hereby. Guarantor is duly qualified and is in good
standing, to transact business in each jurisdiction in which the nature of the business conducted
by it requires such qualification.
(b) Action of Guarantor. Guarantor has taken all necessary action to authorize the
execution, delivery and performance of this Guaranty, and this Guaranty constitutes the valid and
binding obligation and agreement of Guarantor, enforceable against Guarantor in accordance with its
terms.
(c) No Violations of Agreements. Neither the execution, delivery or performance of
this Guaranty by Guarantor, nor compliance with the terms and provisions hereof, will result in any
breach of the terms, conditions or provisions of, or conflict with or constitute a default under,
or result in any breach of the terms, conditions or provisions of, or conflict with or constitute a
default under, or result in the creation of any lien, charge or encumbrance upon any Facility or
any property or assets of Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, evidence of indebtedness or any other material agreement or instrument by which
Guarantor is bound.
(d) Litigation. Guarantor has received no written notice and, to Guarantor’s
knowledge, no action or proceeding is pending or threatened which questions the validity of this
Agreement or any action taken or to be taken pursuant hereto.
(e) Ownership Structure. Attached here to as Exhibit B (and Schedule
A attached thereto) is a true and correct structure chart depicting and describing the direct
and indirect ownership interests in the SCT Lessees, SCT Holdings, and Guarantor.
SECTION 13 MISCELLANEOUS.
13.1. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor
consent to any departure by Guarantor therefrom shall be effective unless the same shall be in
writing and signed by VRLP.
- 15 -
13.2. Addresses for Notices. All notices hereunder shall be in writing, personally
delivered, delivered by overnight courier service, sent by facsimile transmission (with
confirmation of receipt), or sent by certified mail, return receipt requested, addressed as
follows, or to such other address as shall be designated by Guarantor or VRLP in written notice to
the other party:
If to Guarantor:
|
Senior Care, Inc. Xxxxx XX Xxxxxx Xxxxxxxx 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: President Facsimile: (000) 000-0000 |
|
with a copy to: |
||
| Senior Care, Inc. Plaza II Office Building 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000 |
||
If to VRLP:
|
Ventas Realty Limited Partnership c/o Ventas, Inc. 000 Xxxxx Xxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Lease Administration Facsimile: (000) 000-0000 |
|
with a copy to:
|
Ventas, Inc. 00000 Xxxxxx Xxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000 |
13.3. No Waiver; Remedies. No failure on the part of VRLP to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
other remedies available at law or equity.
13.4. Continuing Guaranty; Transfer of Interest. This Guaranty shall create a
continuing guaranty and will (i) remain in full force and effect until payment and performance in
full and satisfaction of the Guaranteed Obligations, (ii) be binding upon Guarantor and its
successors and assigns, and (iii) inure, together with the rights and remedies of VRLP hereunder,
to the benefit of VRLP and its successors, as permitted under the Agreement Regarding Leases.
Without limiting the generality of the foregoing clause, if and when VRLP assigns or otherwise
transfers any interest held by it under the Agreement Regarding Leases to any other person, that
other person shall thereupon become vested with all the benefits held by VRLP under this
Guaranty.
- 16 -
13.5. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
13.6. INDUCEMENT TO LANDLORD. Guarantor acknowledges and agrees that the execution
and delivery of this Guaranty by Guarantor to VRLP has served as a material inducement to VRLP to
execute and deliver the Agreement Regarding Leases, and Guarantor further acknowledges and agrees
that but for the execution and delivery of this Guaranty by Guarantor, VRLP would not have executed
and delivered the Agreement Regarding Leases.
13.7. SUBMISSION TO JURISDICTION. Guarantor hereby irrevocably submits to the
non-exclusive jurisdiction of any State or Federal court located in New York County, New York State
over any action, suit or proceeding to enforce or defend any right under this Guaranty or otherwise
arising from or relating to this Guaranty, and Guarantor irrevocably agrees that all claims in
respect of any such action, suit or proceeding may be heard and determined in such court.
Guarantor hereby irrevocably waives, to the fullest extent that it may effectively do so, the
defense of an inconvenient forum or venue to the maintenance of any such action, suit or
proceeding. Guarantor hereby agrees that a final, non-appealable judgment in, any such action,
suit or proceeding shall be, conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
13.8. WAIVER OF JURY TRIAL. Guarantor hereby waives, to the fullest extent permitted
by applicable law, any right to a trial by jury in any action, suit or proceeding to enforce or
defend any rights under this Guaranty or any other transaction document or any amendment,
instrument, document or agreement delivered or which may in the future be delivered in connection
herewith or arising from or relating to any relationship existing in connection with this guaranty,
and agrees, to the fullest extent permitted by applicable law, that any such action, suit or
proceeding shall be tried before a court and not before a jury.
13.9. COOPERATION, FURTHER ASSURANCES. Guarantor covenants, and agrees to sign,
execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to
be done or make, upon the written request of VRLP, any and all agreements, instruments, papers,
deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by VRLP
for the purpose of, or in connection with, the transaction contemplated hereby, including, without
limitation, a reaffirmation of this Guaranty upon the execution of any Other Leases. Upon full and
final payment and performance of the Guaranteed Obligations, VRLP agrees to execute a release for
the benefit of Guarantor, in form and content reasonably satisfactory to VRLP. Notwithstanding
anything to the contrary contained herein, this Guaranty shall survive for a period of twelve (12)
months after the expiration or earlier termination of the Agreement Regarding Leases, and Guarantor
shall be liable to VRLP hereunder for any Guaranteed Obligations which arise during such period and
relate to matters which (i) occurred during the term of the Agreement Regarding Leases or (ii) SCT
Holdings is otherwise required to indemnify VRLP against pursuant to the terms of the Agreement
Regarding Leases.
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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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Guarantor has caused this Guaranty to be effective as of the Effective Date.
| GUARANTOR: SENIOR CARE, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Secretary | |||
ACKNOWLEDGMENT
On the 1st day of November, 2006 before me, the undersigned, personally appeared
Xxxxx X. Xxxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument on behalf of SENIOR
CARE, INC. and acknowledged to me that he/she executed the same in his/her capacity and that by
his/her signatures on the instrument, such entity upon behalf of which the individual acted,
executed the instrument.
| /s/ illegible | ||||
(Notary Seal)
|
Signature and Office of Individual Taking | |||
| Acknowledgement |
EXHIBIT A
Checklist
ARL Guaranty
Financial Reporting Checklist
Financial Reporting Checklist
| Quarterly Reporting | ||||||
| Section 8.1(c) | Unaudited financial statements of Guarantor with Officer’s Certificate 30 Days after the end of first three Fiscal Quarters |
o | ||||
| Section 8.1(c) | Unaudited financial statements of Consolidated Subsidiaries 30 Days after the end of first three Fiscal Quarters |
o | ||||
| Annual Reporting | ||||||
| Section 8.1(a) | Audited financial statements of Guarantor with Officer’s Certificate 50 Days after the end of each Fiscal Year |
o | ||||
| Section 8.1(a) | Audited financial statements of Consolidated Subsidiaries 50 Days after the end of each Fiscal Year |
o | ||||
| Section 8.1(b) | Unaudited financial statements of Guarantor with Officer’s Certificate 30 Days after the end of each Fiscal Year |
o | ||||
| Section 8.1(b) | Unaudited financial statements of Consolidated Subsidiaries 30 Days after the end of each Fiscal Year |
o |
By: |
||||||
| Name: | ||||||
| Title: | ||||||
EXHIBIT B
Ownership Chart
Schedule A to Exhibit B
Ownership of Senior Care, Inc.
The total number of shares of all classes of stock which the Senior Care, Inc. shall have authority
to issue is (i) 200,000 shares of Class A Common Stock, $.01 par value per share (“Class A Common
Stock”), (ii) 20,000 shares of Class B Common Stock, $.01 par value per share, (“Class B Common
Stock,” and together with the Class A Common Stock, “Common Stock”) and (ii) 100,000 shares of
Preferred Stock (“Preferred Stock”), $.01 par value per share, of which 25,000 shall be designated
“Series A Preferred Stock,” of which 1000 shall be designated “Series B Preferred Stock,” of which
39,000 shall be designated “Series C Preferred Stock,” and of which 35,000 shares shall be
designated “Series D Convertible Preferred Stock. On the date hereof, the Common Stock and the
Preferred Stock are owned as follows:
| Number of Shares | ||||||
| Issued and | ||||||
| Holder | Class | Outstanding | ||||
SC Operations Holdings, Inc. |
Class A Common | 88,000 | ||||
Calindas, LLC |
Class B Common | 12,000 | ||||
SC Operations Holdings, Inc. |
Series A Preferred | 25,000 | ||||
SC Operations Holdings, Inc. |
Series B Preferred | 1,000 | ||||
SC Operations Holdings, Inc. |
Series C Preferred | 4,748 | ||||
Management |
Series D Convertible Preferred | 25,000 | ||||
Schedule 1
Balanced Care Tenant
BCC Xxxxxx Operations, LLC
|
||
AL Sagamore Hills Operations, LLC |
||
BCC Washington Township Operations, LLC |
||
BCC Ontario Operations, LLC |
||
AL Kingsport Operations, LLC |
||
BCC Shippensburg Operations, LLC |
||
AL Dillsburg Operations, LLC |
||
AL Lebanon Operations, LLC |
