EXHIBIT 10.3
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of September 3, 1998 by
ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership, having an address of 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000 ("Operating Partnership")
for the benefit of:
Those persons and entities listed on Exhibit B attached hereto and
hereby made a part hereof all having an address c/o Fairmount
Associates, Inc., 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000 (collectively "Beneficiaries").
RECITALS
A. The Beneficiaries are the ultimate principals of seven Maryland
limited partnerships (the "Limited Partnerships") which are the owners of real
property in Maryland and New Jersey on which are situate seven skilled care
nursing homes (the "Facilities") and the Limited Partnerships. The Facilities
are leased by the Limited Partnerships to Meridian Healthcare, Inc. ("MHI") a
subsidiary of Genesis Health Ventures, Inc., a Pennsylvania company, having an
address of 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
("Genesis").
B. Operating Partnership and MHI have requested that MHI be permitted
to assign the leases to ET Sub-Meridian Limited Partnership, L.L.P., an
affiliate of Operating Partnership, and sublease the Facilities back to MHI.
Operating Partnership has also requested that the Limited Partnerships enter
into a financing with German American Capital Corporation ("GACC") aggregating
$66,050,000 and involving six separate loans, enter into a $6,800,000 financing
with The First National Bank of Bank ("FNB"), and modify an arrangement under
which FNB provides credit support for a certain bond transaction. (GACC and FNB
are collectively called the "Lenders".) The loans from the Lenders and the
modifications of the bond related transaction are collectively called the
"Loans." All of the matters referred to in this recital are collectively called
the "1998 Transaction."
C. As part of the 1998 Transaction, the Limited Partnerships will
execute certain Promissory Notes, Loan Agreements, Mortgages, and Deeds of
Trusts with the Lenders.
D. Should any of the Loans be accelerated by one of the Lenders as a
result of a default or should there be any exercise of remedies (including
foreclosure) under any of the Mortgages, Deeds of Trust, or other loan
documents, the Beneficiaries may incur the loss of the deferral of substantial
Federal and State income tax liability.
E. It is a condition to the entering into of the 1998 Transaction by
the Beneficiaries that Operating Partnership enter into this Agreement.
AGREEMENT
NOW, THEREFORE, this Agreement witnesseth that, in consideration of the
aforesaid and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, Operating Partnership, for itself
and its successors and assigns, agrees as follows:
1. Indemnification.
A. Operating Partnership hereby indemnifies and holds harmless the
Beneficiaries and their successors, personal representatives, and assigns (all
hereinafter collectively referred to as the "Indemnitees") for (a) the present
value of the loss of the deferral of their Federal and State income tax
liabilities which they incur because of the Loans going into default and being
accelerated, or because of a foreclosure sale or deed in lieu of foreclosure or
other exercise of a remedy under any of the Loans by the Lenders or their
successors or assigns which may cause recognition of taxable income on the sale,
transfer, or disposition of property; (b) any prepayment penalty or premium or
any late charge or other fee under either of the Loans or the interest rate
"swap" which is a part of the Loans (any of the events described in Section
1A(a) or Section 1(b) is referred to as a "Triggering Event"); and (c) all of
Indemnitees' fees and expenses, including without limitation reasonable legal
fees in connection with the enforcement of this Agreement. Notwithstanding the
foregoing, Operating Partnership shall have any liability hereunder in
connection with an "Excluded Act," defined below.
B. When used herein, the term "Excluded Act" means a voluntary or
involuntary action or omission by one or more of the Beneficiaries; that is, as
between the Beneficiaries on the one hand and Operating Partnership and MHI on
the other, an action or omission in the sole control of the Beneficiaries and
not in the control of Operating Partnership or MHI that causes any of the Loans
to be in default; e.g., failure of the Limited Partnerships to maintain their
single purpose status as required by the Loans. Operating Partnership shall
notify Beneficiaries immediately upon the occurrence of any Triggering Event.
The parties have stipulated and agreed that the present value of the loss of the
deferral of their amount of Federal and State tax liabilities referred to in
Section 1A(a) are as set forth on Exhibit A attached hereto and hereby made a
part hereof, for the applicable periods of time shown thereon. The Exhibit A
amounts shall be binding whether or not the actual Federal and State tax
liabilities are higher or lower than the indicated amounts and shall be due and
payable whether or not Operating Partnership claims there may be defenses or
offsets to the tax liabilities. Notwithstanding anything to the contrary
contained herein, the amount set forth in Exhibit A shall be adjusted (i) if a
Triggering Event occurs with respect to one or more, but not all, of the Loans
so that fewer than all of the Facilities are affected thereby, the amount due by
Operating Partnership pursuant to Section 1A(a) shall be determined by
multiplying the Cash Amount for the applicable period, as shown on Exhibit A, by
the sum of the decimal equivalents of the percentages shown for the Facilities
affected, as shown on Exhibit A; (ii) in the event a reimbursement under Section
1C is required; or (iii) in the event of a credit pursuant to Section 2H hereof.
C. After payment to Beneficiaries of the amounts set forth in Exhibit
A, Beneficiaries' accountants shall provide letters (the "Letters") to Operating
Partnership that Beneficiaries have not reinvested proceeds of condemnation or
casualty which enables such Beneficiaries to avoid gain, within fifteen (15)
days after filing of the federal income tax returns of Beneficiaries with
respect to the year in which the Triggering Event occurs and annually thereafter
for two subsequent years. In the event that Operating Partnership does not
receive such Letters within such period of time, Operating Partnership may write
to Beneficiaries and request such Letters, and if Operating Partnership does not
receive such Letters within an additional period of fifteen (15) days, or in the
event that the Letters indicate that proceeds have been so reinvested in order
to continue the deferral of Federal and State taxes, Operating Partnership shall
be entitled to demand payment from such of the Beneficiaries who did not provide
such Letters (or who provided Letters indicating reinvestments) in the amount of
the portion of the amount paid by Operating Partnership hereunder as such
Beneficiaries had received (or the amount paid hereunder and reinvested by such
Beneficiaries).
2. Special Indemnification.
A. Operating Partnership hereby indemnifies and holds harmless the
Indemnitees for (i) the present value of the loss of the deferral of their
Federal and State income tax liabilities which they incur because of the
substitution of property permitted under the loan documents executed in
connection with the 1998 Transaction as a result of casualty, condemnation, or a
non-monetary default under the GACC loan documents (an "Exchange Event") that
causes the recognition of income (such as Exchange Event is called a "Payment
Event"); and (ii) all of Indemnitees' fees and expenses, including without
limitation reasonable legal fees in connection with the enforcement of this
Agreement. Operating Partnership shall notify Beneficiaries immediately upon the
occurrence of any Exchange Event. The parties have stipulated and agreed that
the present value of the loss of the deferral of their amount of Federal and
State tax liabilities referred to in Section 2A(i) are as set forth on Exhibit C
attached hereto and hereby made a part hereof, for the applicable periods of
time shown thereon. The Exhibit C amounts shall be binding whether or not the
actual Federal and State tax liabilities are higher or lower than the indicated
amounts and shall be due and payable upon the occurrence of a Payment Event
whether or not Operating Partnership claims there may be defenses or offsets to
the tax liabilities.
B. Upon the occurrence of an Exchange Event, Beneficiaries shall
determine whether they believe that they will recognize income as a result
thereof. If Beneficiaries believe that the applicable Limited Partnership is
likely to recognize income or gain for federal income tax purposes as a result
thereof ("Beneficiaries' Belief"), they shall so advise Operating Partnership.
Unless Operating Partnership advises Beneficiaries in writing within fifteen
(15) days after notice from Beneficiaries that Operating Partnership disagrees
with Beneficiaries' Belief, there shall thereupon be deemed to be a "Payment
Event."
C. If Operating Partnership advises Beneficiaries in writing within
fifteen (15) days after notice from Beneficiaries that Operating Partnership
disagrees with Beneficiaries' Belief, Beneficiaries shall engage a nationally
recognized accounting firm or a law firm to render an opinion as to whether the
applicable Limited Partnership is more likely than not to recognize income or
gain for federal income tax purposes as a result of the Exchange Event. If the
firm is not a "Big 5" accounting firm (or a successor thereto), Beneficiaries
shall so notify Operating Partnership, and Operating Partnership shall be
entitled to consent to the selection of such firm, and such consent shall not be
unreasonably withheld or delayed and shall be deemed given if Operating
Partnership does not notify Beneficiaries to the contrary within fifteen (15)
days of the notice from Beneficiaries. Operating Partnership shall pay the fees
of the firm.
D. In the event such firm renders an opinion that it is more likely
than not that the applicable Limited Partnership will not recognize income or
gain for federal income tax purposes, Beneficiaries shall file tax returns that
do not recognize income. In the event that it is later determined by the
Internal Revenue Service or a court of competent jurisdiction that
Beneficiaries' should have recognized income as a result of the Exchange Event,
there shall be deemed to be a Payment Event. Operating Partnership shall also be
liable for all interest and penalties imposed on Beneficiaries as a result of a
Payment Event.
E. In the event such firm renders an opinion that it is more likely
than not that the applicable Limited Partnership will recognize income or gain
for federal income tax purposes, Beneficiaries shall file tax returns that
recognizes income, and a Payment Event shall be deemed to have occurred.
F. Operating Partnership shall be entitled to engage counsel and
accountants, who must be approved by Beneficiaries, which approval shall not be
unreasonably withheld or delayed, at the expense of Operating Partnership, to
defend the position that the occurrence of an Exchange Event is not a Payment
Event.
G. Notwithstanding anything to the contrary contained herein, if a
Payment Event occurs with respect to one or more, but not all, of the Loans so
that fewer than all of the Facilities are affected thereby, the amount due by
Operating Partnership pursuant to Section 2(a) shall be determined by
multiplying the Cash Amount for the applicable period, as shown on Exhibit C, by
the sum of the decimal equivalents of the percentages shown for the Facilities
affected, as shown on Exhibit C.
H. Any amount paid pursuant to Exhibit C shall reduce the amount
payable under Exhibit A on a dollar for dollar basis.
3. Timing. The amounts due by Operating Partnership pursuant to Section
1 shall be due and payable thirty (30) days after the occurrence of any
Triggering Event, subject to the provisions of Section 17.
4. No Duty to Mitigate. Operating Partnership agrees that Indemnitees
shall have no duty to mitigate damages associated with the matters set forth in
Sections 1 or 2, including without limitation any duty to expend any funds or to
take any action to prevent or defer a default or acceleration under the Loans,
other than in connection with an Excluded Act; provided, however, that nothing
herein contained shall alter any obligations of the Limited Partnerships under
any other documents between or among the Limited Partnerships, MHI, and
Operating Partnership.
5. Maryland Law. Operating Partnership agrees that this Agreement and
the rights and obligations of Indemnitees and Operating Partnership hereunder
shall in all respects be governed by, and construed in accordance with, the laws
of the State of Maryland (excluding Maryland conflicts of laws).
6. Confession of Judgment. IF THE AMOUNTS DUE UNDER THIS AGREEMENT ARE
NOT PAID WHEN DUE, OR ANY OTHER DEFAULT SHALL OCCUR HEREUNDER, OPERATING
PARTNERSHIP DOES HEREBY AUTHORIZE ANY CLERK OF ANY COURT OF RECORD OR ANY
ATTORNEY TO ENTER IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
MARYLAND OR ANY OTHER STATE OR TERRITORY OF THE UNITED STATES JUDGMENT BY
CONFESSION AGAINST OPERATING PARTNERSHIP AND IN FAVOR OF BENEFICIARIES FOR THE
ENTIRE AMOUNT DUE UNDER THIS AGREEMENT, TOGETHER WITH ATTORNEY'S FEES OF FIFTEEN
PERCENT (15%) AND COURT COSTS, WITHOUT STAY OF EXECUTION OR RIGHT OF APPEAL.
OPERATING PARTNERSHIP EXPRESSLY WAIVES THE BENEFIT OF ALL EXEMPTION LAWS AND ALL
IRREGULARITY OR ERROR IN ENTERING SAID JUDGMENT OR THE EXECUTION THEREON, AND
FOR SO DOING, THIS AGREEMENT OR A COPY OF IT VERIFIED BY AFFIDAVIT SHALL BE
SUFFICIENT WARRANT. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS
JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE
SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE OR VOID, BUT THE POWER SHALL
CONTINUE UNDIMINISHED, AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS
BENEFICIARIES SHALL ELECT, UNTIL SUCH TIME AS BENEFICIARIES SHALL HAVE RECEIVED
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT BY OPERATING PARTNERSHIP
TO BENEFICIARIES.
7. Invalidity of Any Part. If any provision or part of any provision of
this Agreement shall for any reason be held invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provisions or the remaining part of any effective provisions of
this Agreement, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision or part thereof had never been contained
herein, but only to the extent of its invalidity, illegality, or
unenforceability.
8. Amendment or Waiver. This Agreement may be amended only by a writing
duly executed by Operating Partnership and the Indemnitees. No waiver by the
Indemnitees of any of the provisions of this Agreement or any of the rights or
remedies of the Indemnitees with respect hereto shall be considered effective or
enforceable unless in writing, duly executed by Indemnitees. Such waiver or
consent shall be effective only in the specific instance and for the purpose for
which it was given.
9. Notices. Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by facsimile or by hand
delivery, by overnight delivery service, or by certified mail, unrestricted
delivery, return receipt requested, postage prepaid, addressed to the
Beneficiaries or Operating Partnership at the appropriate address set forth
above or to such other address as may be hereafter specified by written notice
by the Indemnitees or Operating Partnership. Notice shall be considered given as
of the date of the facsimile or the hand delivery, one (1) calendar day after
delivery to the overnight delivery service, or three (3) calendar days after the
date of mailing, independent of the date of actual delivery or whether delivery
is ever in fact made, as the case may be, provided the giver of notice can
establish that notice was given as provided herein. Notwithstanding the
foregoing, any notice in fact received shall be effective as of the time of
receipt.
10. Binding Nature. This Agreement shall inure to the benefit of and be
enforceable by the Indemnitees and the Indemnitees's successors and assigns and
any other person to whom the Indemnitees may grant an interest in the
obligations of Operating Partnership to the Indemnitees, and shall be binding
upon and enforceable against Operating Partnership and their successors and
assigns.
11. Final Agreement. This Agreement contains the final and entire
agreement between the Indemnitees and Operating Partnership with respect to the
obligations of OPERATING PARTNERSHIP described above to the Indemnitees. There
is no separate oral or written understanding between the Indemnitees and
Operating Partnership with respect thereto. Beneficiaries and Operating
Partnership recognize that Genesis has executed a certain Secondary
Indemnification Agreement on even date herewith in favor of Beneficiaries.
Nothing contained in such Secondary Indemnification Agreement shall on any way
affect the provisions hereof, the rights of Beneficiaries, or the obligations of
Operating Partnership hereunder.
12. No Third Party Benefit. The terms and provisions of this Agreement
are for the benefit of the Indemnitees and no other person shall have any right
or cause of action on account thereof.
13. Number, Gender, Captions. As used herein, the plural includes the
singular, and the singular includes the plural. The use of any gender applies to
any other gender. All captions are for the purpose of convenience only.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original for all purposes;
provided, however, that all such counterparts shall together constitute one and
the same instrument.
15. Time of the Essence. Time is of the essence to each and every
provision of this Agreement.
16. Incorporation of Recitals. The recitals are incorporated herein and
are hereby made an integral part of this Agreement.
17. Submission to Jurisdiction; Waiver of Jury Trial.
(A) OPERATING PARTNERSHIP, TO THE FULL EXTENT PERMITTED BY
LAW, HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE
OF COMPETENT COUNSEL: (I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF
MARYLAND OVER ANY SUIT, ACTION, OR PROCEEDING BY ANY PERSON ARISING FROM OR
RELATING TO THIS AGREEMENT, (II) AGREES THAT ANY SUCH ACTION, SUIT, OR
PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF MARYLAND, (III) SUBMITS TO THE JURISDICTION OF SUCH
COURTS, (IV) WAIVES THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR OBJECTION TO
VENUE, AND (V) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT
BRING ANY ACTION, SUIT, OR PROCEEDING IN ANY ACTION, SUIT, OR PROCEEDING IN ANY
OTHER FORUM).
(B) OPERATING PARTNERSHIP AND BENEFICIARIES, BY THEIR
ACCEPTANCE OF THIS AGREEMENT, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, WAIVES, RELINQUISHES, AND FOREVER FOREGO THE RIGHT TO A TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
RELATED TO THIS AGREEMENT OR ANY CONDUCT, ACT, OR OMISSION OF OPERATING
PARTNERSHIP OR BENEFICIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS, OR ATTORNEYS, OR ANY OTHER PERSON
AFFILIATED WITH OPERATING PARTNERSHIP, OR BENEFICIARIES, IN EACH OF THE
FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. OPERATING
PARTNERSHIP HEREBY CONSENTS AND AGREES TO SERVICE OR ANY SUMMONS, COMPLAINT, OR
OTHER LEGAL PROCESS, IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING ARISING
FROM OR RELATING TO THIS AGREEMENT BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE
PREPAID TO OPERATING PARTNERSHIP AT ITS ADDRESS SET FORTH ABOVE.
18. Credit. Notwithstanding anything to the contrary herein contained,
Operating Partnership shall be entitled to a dollar for dollar credit for any
amounts due hereunder for any proceeds received by the Limited Partnerships from
a foreclosure sale of any of the Facilities pursuant to Section 9 of the Three
Party Agreement of even date herewith among the Limited Partnerships, ET
Sub-Meridian Limited Partnership, L.L.P., and Meridian Healthcare, Inc.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Indemnitor has caused this Agreement to be executed
as of the day and year first above written.
WITNESS: ELDERTRUST OPERATING
LIMITED PARTNERSHIP
By: ELDERTRUST, a Maryland real estate
investment trust, General Partner
By: /s/ D. Xxx XxXxxxxx, Xx.
------------------------------- ------------------------------------
D. Xxx XxXxxxxx, Xx.,
Chief Financial Officer
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on this _____ day of September, 1998, before me,
the undersigned officer, personally appeared D. Xxx XxXxxxxx, Xx.,2, who
acknowledged himself to be the Chief Financial Officer of Hampstead Investments,
Inc., a corporation and manager of Bedrock Holdings Partners, a partnership,
managing member of Bedrock Hotel Partners, L.L.C.ELDERTRUST, a real estate
investment trust, general partner of ElderTrust Operating Limited Partnership, a
Delaware limited partnership, and that he, in such capacity, being authorized to
do so, executed the foregoing instrument for the purposes therein contained, by
signing the name of the trust as such officer on behalf of such trust and such
partnership.
IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.
-----------------------------
Notary Public
My Commission expires:
EXHIBIT A
September 1 to August 31 Cash Amount
of the indicated years:
1. 1998 to 1999 $13,880,000
2. 1999 to 2000 $13,170,000
3. 2000 to 2001 $12,350,000
4. 2001 to 2002 $11,520,000
5. 2002 to 2003 $10,620,000
6. 2003 to 2004 $9,650,000
7. 2004 to 2005 $8,640,000
8. 2005 to 2006 $7,570,000
9. 2006 to 2007 $6,420,000
10. 2007 to 2008 $5,220,000
2008 and thereafter $-0-
Facility Percentage
Corsica Hills 12.80%
Heritage 17.23%
Charlesmead 11.74%
Multi-Medical 4.91%
Severna 16.55%
Cherry Hill 15.69%
Westfield 21.08%
TOTAL 100.00%
EXHIBIT B
List of Beneficiaries
Xxxxxxx X. Xxxxx, Xx.
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, Trustees u/a dtd 12/31/95
Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxxxxx, Successor Trustees u/a dtd
12/21/83 f/b/o The Xxxxx Family
Xxxxxxxx Xxxxxxxx and Xxxxxxx X. Xxxxxxxxxxx, Trustees u/a/ dtd
12/24/80 f/b/o Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxxxxx, Successor Trustee u/a dtd 12/23/82 f/b/o ELL
1982 Descendants' Trust (Xxxxxxx Descendants)
Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxxxxxx, Successor Trustees u/a dtd
12/19/85 f/b/o Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxxxxxx, Successor Trustees u/a/ dtd
12/24/80 f/b/o The Xxxxxxx Children
Xxxxxxx X. Xxxxxxxxxxx, Trustee u/a dtd 12/21/83 f/b/o The Xxxxx Family
Trust
Xxxxxxx X. Xxxxxxxxxxx, Trustee u/a dtd 12/24/80 f/b/o The Xxxxx
Children
Xxxxxxx X. Xxxxxxxxxxx, Trustee u/a dtd 12/24/80 f/b/o The Xxxxxxx
Children
Charlesmead Meridian Limited Partnership
Cherry Hill Meridian Limited Partnership
Corsica Hills Associates Limited Partnership
Heritage Associates Limited Partnership
Multi-Medical Meridian Limited Partnership
Severna Associates Limited Partnership
Westfield Meridian Limited Partnership
EXHIBIT C
September 1 to August 31 Cash Amount
of the indicated years:
1. 1998 to 1999 $2,192,000
2. 1999 to 2000 2,044,000
3. 2000 to 2001 1,884,000
4. 2001 to 2002 1,710,000
5. 2002 to 2003 1,521,000
6. 2003 to 2004 1,316,000
7. 2004 to 2005 1,094,000
8. 2005 to 2006 853,000
9. 2006 to 2007 592,000
10. 2007 to 2008 308,000
2008 and thereafter $-0-
Facility Percentage
Corsica Hills 11.18%
Heritage 13.25%
Charlesmead 7.17%
Multi-Medical 11.71%
Severna 13.57%
Cherry Hill 22.71%
Westfield 20.40%
TOTAL 100.00%