THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 8, 2008, is entered into by and among OHI ASSET, LLC, a Delaware limited liability company, OHI ASSET (ID), LLC, a Delaware limited liability company, OHI ASSET (LA), LLC, a Delaware limited liability company, OHI ASSET (TX), LLC, a Delaware limited liability company, OHI ASSET (CA), LLC, a Delaware limited liability company, DELTA INVESTORS I, LLC, a Maryland limited liability company, DELTA INVESTORS II, LLC, a Maryland limited liability company and TEXAS LESSOR - STONEGATE, LP, a Maryland limited partnership (each of the foregoing entities shall be hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
RECITALS
WHEREAS, the Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent, are party to that certain Credit Agreement dated as of March 31, 2006, as amended by that certain First Amendment to Credit Agreement dated as of June 30, 2006, as amended by that certain Second Amendment, Waiver and Consent to Credit Agreement dated as of October 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”);
WHEREAS, the Borrowers and Omega Healthcare Investors, Inc. (the “Parent”) have informed the Administrative Agent that Schedule 5.12 and Schedule 5.13 to the Existing Credit Agreement were incorrect as of the Closing Date with respect to the Facility Leases covering the Borrowing Base Assets known as the Idaho Falls Care Center and the Twin Falls Care Center (collectively, the “Peak Properties”);
WHEREAS, the Borrowers and the Parent have also informed the Administrative Agent that the Parent is in the process of amending and restating the Amended and Restated Master Lease Agreement, made and entered into March 1, 2004 to be effective as of December 1, 2003 as amended by and among the Parent, Sun Healthcare Group, Inc. and its Affiliates (“Sun”) and the respective lessor and lessee entities identified on the signature page thereto (the “Sun Master Lease”) to, among other things, add approximately ten (10) additional properties indirectly owned by the Parent and currently leased by Sun (the “Additional Sun Properties”) to the amended and restated Sun Master Lease (the “Amended and Restated Sun Lease”);
WHEREAS, the Borrowers and the Parent have further informed the Administrative Agent that the Borrowers intend to (i) qualify approximately four (4) of the Additional Sun Properties (set forth in Part 3 of this Amendment) as Borrowing Base Assets under the Existing Credit Agreement (the “New Borrowing Base Assets”) and (ii) thereafter, release two (2) existing Borrowing Base Properties known as SunHealth Robert H. Ballard Rehab Hospital and Continental Rehab Hospital currently subject to the Sun Master Lease (the “Rehab Properties”) as Borrowing Base Properties;
WHEREAS, with respect to the Parent’s desire to enter into the Amended and Restated Sun Lease, Section 7.08(b) provides that the “Borrowers shall not, without the prior written consent of the Required Lenders enter into any material amendment or modification … any Material Contract”, the Parent has requested that the Lenders consent to the amendment and modifications and otherwise approve the Amended and Restated Sun Lease (the “Sun Master Lease Modification”);
WHEREAS, with respect to the Parent’s desire to release the Rehab Properties, Section 7.12(a)(iii) provides that the “the appraised value of the Borrowing Base Assets released … in any fiscal year pursuant to this Section 7.12, shall not exceed $25,000,000 in the aggregate and the appraised value of the Borrowing Base Assets released … during the entire term hereof shall not, in any case … exceed $75,000,000 in the aggregate” and as a result of the release of the SunBridge – Humble, Texas and SunBridge – Katy, Texas, Borrowing Base Properties on or about October, 2007, the Borrowers do not have the ability under Section 7.12(a)(iii) to also release the Rehab Properties, and as a result, the Borrowers have requested that (i) the Lenders consent to the additional release of the Rehab Properties, notwithstanding the limitation imposed by Section 7.12(a)(iii) (the “Rehab Properties Release”) and (ii) amend Section 7.12(a)(iii) to amend the limitations imposed by such section;
WHEREAS, the Parent has requested, and the Lenders have agreed, to (i) consent to the Sun Master Lease Modification, (ii) consent to the Rehab Properties Release and (iii) amend certain provisions of the Existing Credit Agreement as set forth hereinbelow.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:
“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.
“Amendment No. 3 Effective Date” is defined in Subpart 5.1. |
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.
PART 2
CONSENT TO SUN LEASE MODIFICATION AND REHAB PROPERTY RELEASE
In connection with the Sun Master Lease Modification, the Lenders hereby consent to and approve the Amended and Restated Sun Lease in the form attached hereto as Exhibit A.
Additionally, in connection with the Rehab Property Release, the Lenders hereby consent to the release of the Rehab Properties to the extent that the Borrowers shall comply with each of the other requirements set forth in Section 7.12, including, without limitation, delivery of the certificate(s) described in Section 7.12(a)(ii).
The consents set forth in this Part 2 are limited to the extent described herein and shall not be construed to be a consent to the modification of any other terms of the Existing Credit Agreement or of the other Credit Documents, except as required to implement the consents set forth in this Part 2.
PART 3
CONSENT TO ADDITIONAL BORROWING BASE ASSETS
The Borrowers have been working to qualify the following four (4) Real Property Assets (collectively, the “Additional Borrowing Base Assets”) as Borrowing Base Assets under the Existing Credit Agreement:
No. | Property Name | Operator | Beds/Unit | Occupancy | Structure | City/State |
1. | Falmouth Nursing & Rehab Center | Sun | 120 | 84.20% | Lease | Falmouth, MA |
2. | Mashpee Nursing & Rehab Center | Sun | 98 | 89.8% | Lease | Mashpee, MA |
3. | Wakefield Nursing & Rehab Center | Sun | 149 | 69.8% | Lease | Wakefield, MA |
4. | Westfield Nursing & Rehab Center | Sun | 98 | 95.9% | Lease | Westfield, MA |
Section 7.12(a)(i) of the Credit Agreement provides that the Borrowers may at any time include additional Real Property Assets as Borrowing Base Assets so long as: (a) such Real Property Assets satisfy the requirements set forth in the definition of Borrowing Base Assets (including without limitation, delivery of each of the Borrowing Base Asset Deliverables with respect thereto) and the (b) the Administrative Agent and the Required Lenders have approved such additional Real Property Assets as Borrowing Base Assets.
With respect to each of the Additional Borrowing Base Assets, the Administrative Agent and the Borrowers are in the process of receiving each of the items set forth in the definition of Borrowing Base Asset Deliverables. The Borrowers and the Administrative Agent anticipate the completion of these requirements by February 15, 2008 and the relevant Borrowing Base Asset Deliverables (such as appraisals, leases, financial information and environmental reports) with respect to the Additional Borrowing Base Assets will be posted to Intralinks for Lender review as they are received.
For purposes of satisfying the consent requirements under the Credit Agreement, (including, without limitation, those consent requirements set forth in the definition of Borrowing Base Asset and in Section 7.12(a)(i)), effective as of the date upon which the Administrative Agent has satisfactorily received, reviewed and/or approved each of the items set forth in the definition of Borrowing Base Asset Deliverables and as otherwise required by applicable provisions of the Credit Agreement, the Lenders hereby consent to the inclusion of the Additional Borrowing Base Assets as Borrowing Base Assets under the Credit Agreement.
Notwithstanding the foregoing, with respect to the proposed Additional Borrowing Base Assets, since similar mortgages were filed in Massachusetts and legal opinions from local counsel were received in connection with the closing of the Credit Agreement on March 31, 2006 (and the title insurance to be received in connection with the Additional Borrowing Base Assets will insure that such mortgages are in a recordable form), the Lenders hereby consent to the waiver of the requirement in clause (a) of the definition of Borrowing Base Asset Deliverables which requires that the Lenders shall have received “a related legal opinion from special local counsel to the Borrowers opining as to the propriety of the form of such documents for recording in the applicable jurisdiction and such other matters as may be required by the Administrative Agent.”
The consents set forth in this Part 3 are limited to the extent described herein and shall not be construed to be a consent to the modification of any other terms of the Existing Credit Agreement or of the other Credit Documents, except as required to implement the consents set forth in this Part 3.
PART 4
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 3 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 4.
SUBPART 4.1 Section 1.01 of the Existing Credit Agreement is hereby amended to add the following new definitions in appropriate alphabetical order:
“Rehab Properties” means those certain Borrowing Base Assets as of the Third Amendment Effective Date known as SunHealth Robert H. Ballard Rehab Hospital and Continental Rehab Hospital.
“Third Amendment” means the Third Amendment and Consent to Credit Agreement, dated as of February 8, 2008, among the Borrowers, the Lenders and the Administrative Agent.
“Third Amendment Effective Date” means February 1, 2008.
SUBPART 4.2 Section 7.12(a)(iii) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
(iii) Notwithstanding anything herein to the contrary, other than with respect to the Rehab Properties, following the Third Amendment Effective Date, the appraised value of the Borrowing Base Assets released (whether or not substituted therefore) in any fiscal year pursuant to this Section 7.12 shall not exceed $40,000,000 in the aggregate and the appraised value of the Borrowing Base Assets released (whether or not substituted therefore) during the entire term hereof shall not, in any case (and regardless of whether the $40,000,000/year limitation is met during any given year), exceed $100,000,000 in the aggregate; provided that to the extent the fair market value of the Rehab Properties exceeds $29,000,000 at the time of release, such excess amount shall be included in the limitation set forth in this Section 7.12(a)(iii)
SUBPART 4.3 Schedule 5.12, and Schedule 5.13 of the Existing Credit Agreement are hereby amended in their entireties to read as set forth on Schedule 5.12 and Schedule 5.13 attached hereto.
SUBPART 4.4 Schedule 10.02 to the Existing Credit Agreement is hereby amended to update the address of Borrowers’ counsel to the following:
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: John R. Fallon, Jr., Esq.
PART 5
CONDITIONS TO EFFECTIVENESS
SUBPART 5.1 Amendment No. 3 Effective Date. This Amendment shall be and become effective as of February 1, 2008 (the “Amendment No. 3 Effective Date”) when all of the conditions set forth in this Part 5 shall have been satisfied.
SUBPART 5.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of (a) the Borrowers, (b) the Required Lenders and (c) the Administrative Agent.
SUBPART 5.3 Execution of Guarantor Consent. The Administrative Agent shall have received an acknowledgement and consent from each of the Guarantors.
SUBPART 5.4 Amended and Restated SUN SNDA. The Administrative Agent shall have received an Amended and Restated Subordination, Non-Disturbance and Attornment Agreement from SUN with respect to the Peak Properties and the Additional Borrowing Base Assets as required by Section 6.16 of the Existing Credit Agreement.
SUBPART 5.5 Execution of Borrower Joinder Agreement. The Administrative Agent shall have received an executed Borrower Joinder Agreement from OHIMA, Inc.
SUBPART 5.6 Other Items. The Administrative Agent shall have received such other documents, agreements or information which may be reasonably requested by the Administrative Agent.
PART 6
MISCELLANEOUS
SUBPART 6.1 Construction. This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.
SUBPART 6.2 Representations and Warranties. Each Borrower hereby represents and warrants that it: (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment, as applicable and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment, (c) after giving effect to this Amendment, the representations and warranties contained in Section 6 of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving effect to this Amendment.
SUBPART 6.3 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart of this Amendment.
SUBPART 6.4 Binding Effect. This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.
SUBPART 6.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SUBPART 6.6 Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
SUBPART 6.7 Affirmation. The Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Borrower. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Existing Credit Agreement, as otherwise waived, consented to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’ part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.
SUBPART 6.8 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise provided for in this Amendment, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.
SIGNATURE PAGES FOLLOW
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment and Consent to Credit Agreement to be duly executed and delivered as of the date first above written.
BORROWERS: | OHI ASSET, LLC |
OHI ASSET (ID), LLC |
OHI ASSET (LA), LLC |
OHI ASSET (TX), LLC |
OHI ASSET (CA), LLC |
DELTA INVESTORS I, LLC |
DELTA INVESTORS II, LLC |
By: | Omega Healthcare Investors, Inc., |
the Sole Member of each such Company |
By: | /s/ Daniel J. Booth |
Name: | Daniel J. Booth |
Title: | Chief Operating Officer |
TEXAS LESSOR - STONEGATE, LP
By: | Texas Lessor – Stonegate GP, Inc., |
Its General Partner |
By: | /s/ Daniel J. Booth |
Name: | Daniel J. Booth |
Title: | Chief Operating Officer |
LENDERS: | BANK OF AMERICA, N.A., |
as Administrative Agent |
By:/s/ Gabriela Millhorn |
Name: Gabriela Millhorn |
Title: Senior Vice President |
BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and as a Lender
By: /s/ Gabriela Millhorn
Name: Gabriela Millhorn
Title: Senior Vice President
UBS LOAN FINANCE LLC
as a Lender
By: /s/ Richard L. Tavrow
Name: Richard L.Tavrow & #160;
Title: Director
By: /s/ Mary E. Evans
Name: Mary E. Evans
Title: Associate Director
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By: /s/ Carin Keegan
Name: Carin Keegan
Title: Director
By: /s/ Evelyn Thierry
Name: Evelyn Thierry
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ Nicholas A. Aponte
Name: Nicholas A. Aponte
Title: Duly Authorized Signatory
LASALLE BANK, N.A.,
as a Lender
By: /s/ Gabriela Millhorn
Name: Gabriela Millhorn
Title: Senior vice President
CITICORP NORTH AMERICA, INC.,
as a Lender
By: /s/ Ricardo James
Name: Ricardo James
Title: Vice-President
CONSENT OF GUARANTORS
Each of the undersigned Guarantors, as a guarantor under the Guaranty, dated as of March 31, 2006, as amended (the “Guaranty”), hereby acknowledges and consents to the terms of the Third Amendment and Consent to Credit Agreement (the “Amendment”) to which this Consent of Guarantors is attached, and agrees that the Amendment does not operate to reduce or discharge such Guarantor’s obligations under the Guaranty or the other Credit Documents. Each Guarantor further confirms that the Guaranty remains in full force and effect after giving effect thereto and represents and warrants that there is no defense, counterclaim or offset of any type or nature under the Guaranty.
Dated as of February [__], 2008
PARENT: | OMEGA HEALTHCARE INVESTORS, INC., |
a Maryland Corporation |
By: | /s/ Daniel J. Booth |
Name: | Daniel J. Booth |
Title: | Chief Operating Officer |
SUBSIDIARY GUARANTORS: | ARIZONA LESSOR – INFINIA, INC. |
BALDWIN HEALTH CENTER, INC. |
BAYSIDE STREET II, INC. |
CANTON HEALTH CARE LAND, INC. |
COLORADO LESSOR – CONIFER, INC. |
COPLEY HEALTH CENTER, INC. |
DIXON HEALTH CARE CENTER, INC. |
FLORIDA LESSOR – EMERALD, INC. |
FLORIDA LESSOR – MEADOWVIEW, INC. |
GEORGIA LESSOR – BONTERRA/ |
PARKVIEW, INC. |
HANOVER HOUSE, INC. |
HUTTON I LAND, INC. |
HUTTON II LAND, INC. |
HUTTON III LAND, INC. |
INDIANA LESSOR – JEFFERSONVILLE, INC. |
INDIANA LESSOR – WELLINGTON MANOR, INC. |
LEATHERMAN PARTNERSHIP 89-1, INC. |
LEATHERMAN PARTNERSHIP 89-2, INC. |
LEATHERMAN PARTNERSHIP 90-1, INC. |
LONG TERM CARE ASSOCIATES – TEXAS, INC. |
MERIDIAN ARMS LAND, INC. |
OHI (CONNECTICUT), INC. |
OHI (FLORIDA), INC. |
OHI (ILLINOIS), INC. |
OHI (INDIANA), INC. |
OHI (IOWA), INC. |
OHIMA, INC. |
ORANGE VILLAGE CARE CENTER, INC. |
PAVILLION NORTH PARTNERS, INC. |
PAVILLION NURSING CENTER NORTH, INC. |
ST. MARY’S PROPERTIES, INC. |
STERLING ACQUISITION CORP. |
THE SUBURBAN PAVILION, INC. |
TEXAS LESSOR – STONEGATE, LIMITED, INC. |
TEXAS LESSOR – STONEGATE GP, INC. |
WASHINGTON LESSOR - SILVERDALE, INC. |
By: | /s/ Daniel J. Booth |
Name: | Daniel J. Booth |
Title: | Chief Operating Officer |
COLONIAL GARDENS, LLC
NRS VENTURES, L.L.C.
OHI ASSET (CO), LLC
OHI ASSET (CT) LENDER, LLC
OHI ASSET (FL), LLC
OHI ASSET (IL), LLC
OHI ASSET (OH) LENDER, LLC
OHI ASSET (OH) NEW PHILADELPHIA, LLC
OHI ASSET (PA), LLC
OHI ASSET II (CA), LLC
OHI ASSET II (OH), LLC
OHI ASSET II (TX), LLC
OHI ASSET ESSEX (OH), LLC
WILCARE, LLC
By: | Omega Healthcare Investors, Inc., as the Sole Member of each of the Companies |
By: /s/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
HOUSE OF HANOVER, LTD.
By: | OHI Asset (OH), LLC, as the |
Sole Member of the Company |
By: | Omega Healthcare Investors, Inc., as the Sole Member of the Company |
By: /s/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
PAVILLION NORTH, LLP
By: | Pavillion Nursing Center North, Inc. as its |
General Partner |
By: /s/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
OHI ASSET (PA) TRUST
OHI ASSET II (PA) TRUST
OHI ASSET III (PA) TRUST
By: | OHI Asset (PA), LLC, as the |
Sole Trustee of the Trusts |
By: | Omega Healthcare Investors, Inc., as the Sole Member |
By: /s/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
EXHIBIT A
AMENDED AND RESTATED SUN LEASE
SEE ATTACHED
Schedule 5.12
REAL PROPERTY ASSET MATTERS
Part I – Borrowing Base Assets
SEE ATTACHED
Part II – Other Real Property Assets
NONE
Part III – Delinquent Tenants
NONE
Part IV – Facility Leases
SEE LIST ON SCHEDULE 5.13
Part V – Material Subleases
NONE
Collateral for the Bank of America Credit Facility
No. | No. | Property Name | Operator | Beds/Unit | Omega’s Structure | Address | City | State | Zip |
The Ensign Group | |||||||||
1. | 1. | Claremont Care Center | Ensign | 99 | Lease | 219 East Foothill Boulevard | Pomona | CA | 92767 |
2. | 2. | Arroyo Vista Nursing Center | Ensign | 53 | Lease | 3022 45th Street | San Diego | CA | 92105 |
3. | 3. | Vista Knoll Specialized Care Center | Ensign | 119 | Lease | 2000 Westwood Road | Vista | CA | 92083 |
Subtotal | 271 | ||||||||
Nexion Health, Inc. | |||||||||
4. | 1. | Patterson Healthcare Center | Nexion | 131 | Lease | 910 Lia Street | Patterson | LA | 70392 |
5. | 2. | Village Creek Rehabilitation and Nursing Center | Nexion | 120 | Lease | 705 North Main Street | Lumberton | TX | 77657 |
6. | 3. | Southwood Nursing and Rehabilitation Center | Nexion | 160 | Lease | 200 Southwood Drive | Henderson | TX | 75652 |
7. | 4. | Truman W. Smith Children’s Care Center | Nexion | 120 | Lease | 2200 West Upshur Avenue | Gladewater | TX | 75647 |
8. | 5. | Claiborne Healthcare Center | Nexion | 86 | Lease | 1536 Claiborne Avenue | Shreveport | LA | 71103 |
9. | 6. | Gonzales Healthcare Center | Nexion | 124 | Lease | 905 W. Cornerview Road | Gonzales | LA | 70737 |
10. | 7. | New Iberia Manor South | Nexion | 100 | Lease | 600 Bayard Street | New Iberia | LA | 70560 |
11. | 8. | New Iberia Manor North | Nexion | 121 | Lease | 1803 Jane Street | New Iberia | LA | 70562 |
12. | 9. | Kaplan Healthcare Center | Nexion | 120 | Lease | 1300 West 8th Street | Kaplan | LA | 70548 |
13. | 10. | Lafayette Healthcare Center | Nexion | 60 | Lease | 325 Bacque Crescent Drive | Lafayette | LA | 70503 |
14. | 11. | Many Healthcare North | Nexion | 128 | Lease | 120 Natchitoches Highway 6 East | Many | LA | 71449 |
15. | 12. | Many Healthcare South | Nexion | 60 | Lease | 255 Middle Creek Road | Many | LA | 71449 |
16. | 13. | Marrero Healthcare Center | Nexion | 134 | Lease | 5301 August Lane | Marrero | LA | 70072 |
17. | 14. | Meadowview Healthcare Center | Nexion | 230 | Lease | 400 Meadowview Drive | Minden | LA | 71055 |
18. | 15. | Pierremont Healthcare Center | Nexion | 196 | Lease | 725 Mitchell Lane | Shreveport | LA | 71106 |
19. | 16. | Terrell Healthcare Center | Nexion | 94 | Lease | 204 West Nash Street | Terrell | TX | 75160 |
20. | 17. | Thibodaux Healthcare Center | Nexion | 78 | Lease | 1300 LaFourche Drive | Thibodaux | LA | 70301 |
21. | 18. | Vivian Healthcare Center | Nexion | 100 | Lease | 912 S. Pecan Street | Vivian | LA | 71082 |
22. | 19. | Midwestern Healthcare Center | Nexion | 121 | Lease | 601 Midwestern Parkway | Wichita Falls | TX | 76302 |
Subtotal | 2,283 | ||||||||
StoneGate SNF Properties, LP | |||||||||
23. | 1. | Colonial Pines Healthcare Center | Stonegate | 107 | Lease | 1277 Farm Market Road | San Augustine | TX | 75972 |
24. | 2. | Heritage Plaza Nursing Center | Stonegate | 95 | Lease | 600 West 52nd Street | Texarkana | TX | 75503 |
25. | 3. | Pine Grove Nursing Center | Stonegate | 120 | Lease | 246 Haley Drive | Center | TX | 75935 |
26. | 4. | Reunion Plaza Senior Care and Rehabilitation Center | Stonegate | 102 | Lease | 1401 Hampton Road | Texarkana | TX | 75503 |
27. | 5. | South Place Nursing Center | Stonegate | 120 | Lease | 150 Gibson Road | Athens | TX | 75751 |
28. | 6. | West Place Nursing Center | Stonegate | 120 | Lease | 8579 State Highway 31 | Athens | TX | 75751 |
Subtotal | 664 | ||||||||
Sun Healthcare Group | |||||||||
29. | 1. | SunBridge Care and Rehabilitation of Alleghany | Sun | 112 | Lease | 179 Combs Street | Sparta | NC | 28675 |
30. | 2. | SunBridge Care and Rehabilitation for Circleville | Sun | 100 | Lease | 1155 Atwater Avenue | Circleville | OH | 43113 |
31. | 3. | SunBridge Care and Rehabilitation for Decatur | Sun | 183 | Lease | 1350 14th Avenue SE | Decatur | AL | 35601 |
32. | 4. | SunBridge Care and Rehabilitation for Dunbar | Sun | 120 | Lease | 501 Caldwell Lane | Dunbar | WV | 25064 |
33. | 5. | SunBridge at Merry Wood | Sun | 124 | Lease | 280 Mount Hebron Road | Elmore | AL | 36025 |
34. | 6. | SunBridge Care and Rehabilitation for Emmett | Sun | 40 | Lease | 501 West Idaho Boulevard | Emmett | ID | 83617 |
35. | 7. | SunBridge Care and Rehabilitation - Homestead | Sun | 102 | Lease | 1900 East Main Street | Lancaster | OH | 43130 |
36. | 8. | SunBridge Care and Rehabilitation for LaFollette | Sun | 178 | Lease | 155 Davis Road | LaFollette | TN | 37766 |
37. | 9. | Laurel Park | Sun | 43 | Lease | 1425 West Laurel Avenue | Pomona | CA | 91768 |
38. | 10. | SunBridge Care and Rehabilitation for Lexington | Sun | 86 | Lease | 877 Hill Everhart Road | Lexington | NC | 27295 |
39. | 11. | SunBridge Care and Rehabilitation for Marion | Sun | 100 | Lease | 524 James Way | Marion | OH | 43302 |
40. | 12. | SunBridge Care & Rehabilitation for Maynardville | Sun | 77 | Lease | 215 Richardson Way | Maynardville | TN | 37807 |
41. | 13. | Meadowbrook Manor | Sun | 77 | Lease | 3951 East Boulevard | Los Angeles | CA | 90066 |
42. | 14. | SunBridge Care and Rehabilitation for Milford | Sun | 135 | Lease | 10 Veterans Memorial Drive | Milford | MA | 01757 |
43. | 15. | SunBridge Care and Rehabilitation for Mount Olive | Sun | 150 | Lease | 228 Smith Chapel Road | Mount Olive | NC | 28365 |
44. | 16. | SunBridge Care and Rehabilitation for Muscle Shoals | Sun | 90 | Lease | 200 Alabama Avenue | Muscle Shoals | AL | 35661 |
45. | 17. | Olive Vista | Sun | 120 | Lease | 2335 South Towne Avenue | Pomona | CA | 91766 |
46. | 18. | SunBridge Care and Rehabilitation for Parkersburg | Sun | 66 | Lease | 1716 Gihon Road | Parkersburg | WV | 26101 |
47. | 19. | SunBridge Pine Lodge Care and Rehabilitation | Sun | 120 | Lease | 405 Stanaford Road | Beckley | WV | 25801 |
48. | 20. | SunBridge Care and Rehabilitation for Putnam | Sun | 120 | Lease | 300 Seville Road | Hurricane | WV | 25526 |
49. | 21. | SunBridge Care and Rehabilitation for Salem | Sun | 112 | Lease | 146 Water Street | Salem | WV | 26426 |
50. | 22. | Shandin Hills Behavior Therapy Center | Sun | 78 | Lease | 4164 North 4th Avenue | San Bernardino | CA | 92407 |
51. | 23. | SunBridge Care and Rehabilitation - Shoals | Sun | 103 | Lease | 500 John Aldridge Drive | Tuscumbia | AL | 35674 |
52. | 24. | Sierra Vista | Sun | 116 | Lease | 3455 East Highland Avenue | Highland | CA | 92346 |
53. | 25. | SunBridge Care and Rehabilitation for Siler City | Sun | 160 | Lease | 900 West Dolphin Street | Siler City | NC | 27344 |
54. | 26. | SunBridge Care and Rehabilitation for the Triad | Sun | 199 | Lease | 707 North Elm Street | Highpoint | NC | 27262 |
55. | 27. | SunBridge Care and Rehabilitation - Tuscumbia | Sun | 109 | Lease | 813 Keller Lane | Tuscumbia | AL | 35674 |
56. | 28. | Whittier Care and Rehabilitation | Sun | 142 | Lease | 820 NW 95th Street | Seattle | WA | 98117 |
57. | 29. | Falmouth Nursing & Rehab Center | Sun | 120 | Lease | 359 Jones Road | Falmouth | MA | 02540 |
58. | 30. | Mashpee Nursing & Rehab Center | Sun | 98 | Lease | 161 Falmouth Road, Rte 128 | Mashpee | MA | 02649 |
59. | 31. | Wakefield Nursing & Rehab Center | Sun | 149 | Lease | 1 Bathol Street | Wakefield | MA | 01880 |
60. | 32. | Westfield Nursing & Rehab Center | Sun | 98 | Lease | 60 East Silver Street | Westfield | MA | 01085 |
61. | 33. | Idaho Falls Care Center | Sun | 108 | Lease | 3111 Channing Way | Idaho Falls | ID | 83404 |
62. | 34. | Twin Falls Care Center | Sun | 116 | Lease | 674 Eastland Drive | Twin Falls | ID | 83301 |
63. | 35. | Robert H. Ballard Rehabilitation Hospital | Sun | 60 | Lease | 1760 West 16th Street | San Bernardino | CA | 92411 |
64. | 36. | Continental Rehabilitation Hospital of San Diego | Sun | 110 | Lease | 555 Washington Street | San Diego | CA | 92103 |
Subtotal | 4,021 | ||||||||
Grand Total | 7,239 |
Schedule 5.13
MATERIAL CONTRACTS; CONTRACTS SUBJECT TO
ASSIGNMENT OF CLAIMS ACT
1. Second Amended and Restated Master Lease Agreement, entered into as of February 1, 2008, by and among (a) the lessor entities identified on the signature page thereto, as Lessor, (b) the lessee entities listed on the signature page thereto, as Lessee, (c) Omega Healthcare Investors, Inc., and (d) the guarantor entities identified on the signature page thereto, as guarantors.
2. Master Lease, dated as of September 30, 2003, between OHI Asset (CA), LLC, as Lessor, and Permunitum LLC, as Lessee.
3. Amended and Restated Master Lease, dated as of June 9, 2006, between OHI Asset (LA), LLC, as Lessor, and Nexion Health of OHI, Inc., as Lessee.
4. Master Lease, dated as of November 1, 2001, between Bayside Street, Inc., as Lessor, and Stonegate SNF Properties, LP, as Lessee.