EXHIBIT 4.8
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ATRIA COMMUNITIES, INC.
AS BORROWER
AND
THE LENDERS NAMED HEREIN
AS LENDERS
AND
PNC BANK, N. A.
AS ADMINISTRATIVE AGENT
AND
AS MANAGING AGENT
NATIONAL CITY BANK OF KENTUCKY
AS DOCUMENTATION AGENT
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AMENDMENT NO. 5
DATED AS OF
DECEMBER 31, 1997
TO
CREDIT AGREEMENT
DATED AS OF
AUGUST 15, 1996
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AMENDMENT NO. 5 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of December 31, 1997
("THIS AMENDMENT"), among ATRIA COMMUNITIES, INC., a Delaware corporation
(herein, together with its successors and assigns, the "BORROWER"); the Lenders
who have executed this Amendment as indicated by their signatures on the
signature pages hereof, constituting all of the Lenders party to the Credit
Agreement referred to herein (the "LENDERS"); PNC BANK, N. A., a national
banking association, as administrative agent (the "ADMINISTRATIVE AGENT") and as
managing agent (the "MANAGING AGENT") for the Lenders under the Credit Agreement
(hereafter defined); and NATIONAL CITY BANK OF KENTUCKY, a national banking
association, as documentation agent (the "DOCUMENTATION AGENT") for the Lenders
under the Credit Agreement:
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders named therein, and the Agents party hereto
entered into the Credit Agreement, dated as of August 15, 1996, Amendment No. 1
to Credit Agreement, dated as of January 15, 1997, Amendment No. 2 to Credit
Agreement, dated as of March 27, 1997, Amendment No. 3 to Credit Agreement,
dated as of May 27, 1997, and Amendment No. 4 to Credit Agreement, dated as of
September 29, 1997 (as so amended, the "CREDIT AGREEMENT"; with the terms
defined therein, or the definitions of which are incorporated therein, being
used herein as so defined).
(2) PNC Bank, Kentucky, Inc. and PNC Bank, National Association, both
parties to the Credit Agreement, are now by merger and change of name PNC Bank,
N. A.
(3) The Borrower desires to make several acquisitions and an investment as
described in a letter dated December 11, 1997 from the Managing Agent to the
Lenders.
(4) The Borrower, such Agents and the Lenders party hereto desire to amend
certain of the terms and provisions of the Credit Agreement in order to permit
the Borrower to complete such acquisitions and investment, all as more fully set
forth below.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
1.1 DEFINITION OF PERMITTED ACQUISITIONS. Effective on the Effective Date
(as hereinafter defined), the definition of the term Permitted Acquisitions,
which appears in section 10 of the Credit Agreement, is amended by adding the
following at the end thereof:
Nothwithstanding the foregoing, (i) there shall be excluded from the
$50,000,000 limitation provided in clause (B) above in the case of the
Borrower's fiscal year ended December 31, 1998, the actual consideration,
including Priority Debt, of up to $58.9 million, expended for the following
acquisitions, as described in a letter dated December 11, 1997 from the
Managing Agent to the Lenders: (1) Woodbriar, (2) Briarcliff-BVRC, (3)
Briarcliff-BVHC, (4) Briarcliff-Chandler, (5) Cottage Village, (6) Highland
Crossing, (7) Evergreen Gardens, and (8) Briarcliff-Copeland; and (ii)
there shall be excluded from the $15,000,000 and $25,000,000 limitations
contained in
clause (A) above the consideration, including Priority Debt, expended for
the acquisition of the Briarcliff-related properties referred to in the
preceding clause (i)
.
1.2 ADDITIONS TO MATURE PROPERTY POOL, ETC. Effective on the Effective
Date, as contemplated by clause (8) of the definition of the term Mature
Property Pool, each of the following properties described in a letter dated
December 11, 1997 from the Managing Agent to the Lenders, namely, (1) Woodbriar,
(2) Briarcliff-BVRC, (3) Briarcliff-BVHC, (4) Briarcliff-Chandler, and (5)
Cottage Village, shall on the date of acquisition thereof, be added to and
become part of the Mature Property Pool, SUBJECT to removal of any such property
from the Mature Property Pool and transfer of such property to the Development
Property Pool if any of the following conditions shall not have been satisfied
within 60 days following the acquisition thereof:
(1) ENVIRONMENTAL REPORT, ETC.: the Borrower shall have provided to
the Managing Agent a Phase I environmental audit report, addressed to the
Managing Agent and the Administrative Agent, or accompanied by an
appropriate letter authorizing such reliance, with respect to such
property, prepared by an environmental consulting firm acceptable to the
Managing Agent, which report shall be satisfactory in form and substance to
the Managing Agent, and the Borrower shall have, or shall have caused its
applicable Subsidiary to, complete, to the satisfaction of the Managing
Agent, any remedial work and establish any additional environmental
compliance activities as are recommended in such environmental report;
(2) SURVEY ON OWNED PROPERTY: in the case of any such property which
is owned by the Borrower or a Subsidiary, the Borrower shall have provided
to the Managing Agent, with respect to such property, a survey, in form and
substance reasonably satisfactory to the Collateral Agent and the Managing
Agent, of such property, certified in a manner satisfactory to the
Collateral Agent and the Managing Agent by a licensed professional surveyor
reasonably satisfactory to the Collateral Agent and the Managing Agent;
(3) SUBSIDIARY TO JOIN IN SUBSIDIARY GUARANTY, ETC.: any Subsidiary
which is the owner of any direct or indirect interest therein shall have
become (if it is not already) a party to the Subsidiary Guaranty, the
Pledge Agreement and the Security Agreement;
(4) MORTGAGE: the Collateral Agent shall have been granted a Mortgage
covering the ownership or leasehold interest in such property, which
Mortgage shall be first priority and subject to no Permitted Encumbrances
which are not acceptable to the Managing Agent;
(5) MORTGAGE POLICY, ETC.: the Collateral Agent shall have received a
Mortgage Policy, related UCC financing statements, consents of landlords,
non-disturbance and attornment agreements and similar documents (not
including a survey, if such property is leased), as are contemplated by and
meet the requirements of section 5.1(n)(iii) of the Credit Agreement, all
in form and substance satisfactory to the Managing Agent and the Collateral
Agent, with respect to such property.
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1.3 LEVERAGE RATIO. Effective on the Effective Date, the text appearing
below the table in section 8.12(a) of the Credit Agreement is amended to read in
its entirety as follows:
As used herein, the term "NET DEBT ON THE MATURE PROPERTY POOL" means (i)
all Indebtedness of the Borrower and its Subsidiaries, on a consolidated
basis, but without duplication in respect of Letters of Credit supporting
any Indebtedness otherwise included, LESS the sum of (ii) cash and Cash
Equivalents of the Borrower and the Subsidiary Guarantors, to the extent
that the same exceeds $10,000,000, (iii) any such Indebtedness guaranteed
pursuant to the Parent Guaranty, (iv) the existing $14,000,000 Indebtedness
owed to HPL, incurred pursuant to the Incorporation Agreement, (v) any such
Indebtedness associated with the existing Resident Mortgage Bonds programs
referred to in the Registration Statement (without giving effect to any
refinancing thereof which increases the aggregate principal amount thereof
above $50,000,000), and (v) any such Indebtedness which constitutes
Priority Debt of a Subsidiary; and the term "CASH FLOW FROM OPERATIONS"
means, for any particular property or group of properties, the sum of,
after elimination of minority interests not owned by the Borrower or a
Subsidiary Guarantor, of net income, depreciation, amortization and other
non-cash charges to net income, interest expense and provision for income
taxes, minus non-cash credits to net income, all as determined under GAAP
with respect to the property or group of properties, and after allocation
of a management fee of 5% with respect to such property or group of
properties. In determining Cash Flow from Operations with respect to
properties in the Mature Property Pool, (w) the appropriate financial items
for any properties which have been acquired shall be included (without
duplication) for any portion of the Testing Period prior to the date of
acquisition (but without giving effect to any unobtained or unrealized
gains or adjustments to overhead in connection with such acquisition), (x)
if for any property which has been acquired rent which was payable and the
obligation to pay rent was eliminated in connection with such acquisition,
such rent may be excluded, (y) the appropriate financial items for any
properties which have been disposed of shall be excluded for the portion of
the period prior to disposition, and (z) there shall be excluded from such
Cash Flow from Operations the Cash Flow from Operations in respect of (A)
any such properties which are leased (other than Hearthstone #7165), to the
extent that the Cash Flow from Operations of all such properties for any
Testing Period exceeds $1,500,000, (B) any such properties which are
managed but not owned or leased, to the extent that the Cash Flow from
Operations of all such properties for any Testing Period exceeds $200,000,
or (C) any such properties are leased if there is any restriction on the
payment by the Borrower of the cash flow or dividends in respect thereof.
1.4 SPECIFIC INVESTMENT. Effective on the Effective Date,
(a) clause (C) of section 8.5(k) of the Credit Agreement is amended
by adding at the end thereof the following:
except that the foregoing requirement that the Borrower or a
Subsidiary Guarantor be retained to manage such property or properties
shall not be applicable to the proposed investment in the owner of two
assisted living properties (160 units and 130 units) which is
described in the letter dated December 11, 1997 from the Managing
Agent to the Lenders;
and
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(b) clause (D) of section 8.5(k) of the Credit Agreement is amended
by adding at the end thereof before the word "and" the following:
except that the foregoing requirement of confirmation that the
Borrower or a Subsidiary Guarantor be retained to manage such property
or properties shall not be applicable to the proposed investment in
the owner of two assisted living properties (160 units and 130 units)
which is described in the letter dated December 11, 1997 from the
Managing Agent to the Lenders;
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants as follows:
2.1 AUTHORIZATION, VALIDITY AND BINDING EFFECT. This Amendment has been
duly authorized by all necessary corporate action on the part of the Borrower,
has been duly executed and delivered by a duly authorized officer or officers of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms.
2.2 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The representations
and warranties of the Borrower contained in the Credit Agreement, as amended
hereby, are true and correct on and as of the date hereof as though made on and
as of the date hereof, except to the extent that such representations and
warranties expressly relate to a specified date, in which case such
representations and warranties are hereby reaffirmed as true and correct when
made.
2.3 NO EVENT OF DEFAULT, ETC. No condition or event has occurred or
exists which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.
2.4 COMPLIANCE. The Borrower is in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby, and the other
Credit Documents to which it is a party.
SECTION 3. RATIFICATIONS.
The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit
Agreement, and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
SECTION 4. BINDING EFFECT.
This Amendment shall become effective if and when, on a date (the
"EFFECTIVE DATE") on or prior to January 31, 1998, the following conditions
shall have been satisfied:
(a) this Amendment shall have been executed by the Borrower, the
Administrative Agent, the Managing Agent and the Documentation Agent, and
counterparts hereof as so executed shall have been delivered to the
Administrative Agent;
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(b) the Acknowledgment and Consent appended hereto shall have been
executed by the Credit Parties named therein, and counterparts thereof as
so executed shall have been delivered to the Administrative Agent; and
(c) the Administrative Agent shall have been notified by all of the
Lenders that such Lenders have executed this Amendment (which notification
may be by facsimile or other written confirmation of such execution);
and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent, the Managing Agent, the Documentation
Agent and each Lender and their respective permitted successors and assigns.
After this Amendment becomes effective, the Managing Agent will promptly furnish
a copy of this Amendment to each Lender and the Borrower and confirm the
specific Effective Date hereof.
SECTION 5. MISCELLANEOUS.
5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Amendment shall survive the execution and delivery of
this Amendment, and no investigation by any Agent or any Lender or any
subsequent Loan or other Credit Event shall affect the representations and
warranties or the right of any Agent or any Lender to rely upon them.
5.2 REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and all
other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.
5.3 EXPENSES. As provided in the Credit Agreement, but without limiting
any terms or provisions thereof, the Borrower agrees to pay on demand all costs
and expenses incurred by the Administrative Agent, the Managing Agent or the
Documentation Agent in connection with the preparation, negotiation, and
execution of this Amendment, including without limitation the costs and fees of
the Documentation Agent's and the Administrative Agent's special legal counsel,
regardless of whether this Amendment becomes effective in accordance with the
terms hereof, and all costs and expenses incurred by the Administrative Agent,
the Managing Agent, the Documentation Agent or any Lender in connection with the
enforcement or preservation of any rights under the Credit Agreement, as amended
hereby.
5.4 SEVERABILITY. Any term or provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.
5.5 APPLICABLE LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky.
5.6 HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.7 ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and
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delivered in connection with this Amendment embody the final, entire agreement
among the parties hereto with respect to the subject matter hereof and supersede
any and all prior commitments, agreements, representations and understandings,
whether written or oral, relating to the matters covered by this Amendment, and
may not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto. There are no
oral agreements among the parties hereto relating to the subject matter hereof
or any other subject matter relating to the Credit Agreement.
5.8 COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.
[The balance of this page is intentionally blank.]
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as
of the date first above written.
ATRIA COMMUNITIES, INC. THE BANK OF NEW YORK
BY: /s/ J. TIMOTHY WESLEY BY: /s/ EDWARD J. DOUGHERTY, III
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CHIEF FINANCIAL OFFICER AND VICE PRESIDENT
VICE PRESIDENT OF DEVELOPMENT
PNC BANK, N. A., THE CHASE MANHATTAN BANK
INDIVIDUALLY AND AS
ADMINISTRATIVE AGENT,
AND AS MANAGING AGENT
BY: /s/ JUSTIN A. FALGIONE BY: /s/ DAWN LEE LUM
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VICE PRESIDENT VICE PRESIDENT
NATIONAL CITY BANK OF KENTUCKY, MORGAN GUARANTY TRUST COMPANY OF
INDIVIDUALLY AND AS NEW YORK
DOCUMENTATION AGENT
BY: /s/ DEROY SCOTT BY: /s/ DIANA H. INKOF
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VICE PRESIDENT VICE PRESIDENT
AMSOUTH BANK OF ALABAMA
BY: /s/ JOSEPH M. ROSEN
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VICE PRESIDENT
THE TORONTO-DOMINION BANK U.S BANK OF WASHINGTON,
NATIONAL ASSOCIATION
BY: /s/ JIMMY SIMIEN BY:
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MGR. CREDIT ADMINISTRATION VICE PRESIDENT
BANK ONE, KENTUCKY, NA FIRST AMERICAN NATIONAL BANK
BY: /s/ DENNIS P. HEISHMAN BY: /s/ KENT P. WOOD
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SENIOR VICE PRESIDENT SENIOR VICE PRESIDENT
NATIONSBANK, N.A. KEY CORPORATE CAPITAL INC.
BY: /s/ KEVIN WAGLEY BY: /s/ J. MARK MULLEN
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VICE PRESIDENT ASSISTANT VICE PRESIDENT
FLEET NATIONAL BANK
BY: /s/ GINGER STOLZENTHALER
---------------------------------
VICE PRESIDENT
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ACKNOWLEDGMENT AND CONSENT
For the avoidance of doubt, and without limitation of the intent and effect
of sections 5 and 6 of the Parent Guaranty and sections 6 and 10 of the
Subsidiary Guaranty (as each of such terms is defined in the Credit Agreement
referred to in the Amendment No. 5 to Credit Agreement (the "AMENDMENT"), to
which this Acknowledgment and Consent is appended), each of the undersigned
hereby unconditionally and irrevocably (i) acknowledges receipt of a copy of the
Credit Agreement and the Amendment, and (ii) consents to all of the terms and
provisions of the Credit Agreement as amended by the Amendment.
Capitalized terms which are used herein without definition shall have the
respective meanings ascribed thereto in the Credit Agreement referred to herein.
This Acknowledgment and Consent is for the benefit of the Lenders, the
Administrative Agent, the Collateral Agent, the Managing Agent, the
Documentation Agent, any other person who is a third party beneficiary of the
Parent Guaranty or the Subsidiary Guaranty, and their respective successors and
assigns. No term or provision of this Acknowledgment and Consent may be modified
or otherwise changed without the prior written consent of the Administrative
Agent, given as provided in the Credit Agreement. This Acknowledgment and
Consent shall be binding upon the successors and assigns of each of the
undersigned. This Acknowledgment and Consent may be executed by any of the
undersigned in separate counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered
this Acknowledgment and Consent as of the date of the Amendment referred to
herein.
SIGNATURES OF PARTIES TO THE PARENT GUARANTY
VENCOR, INC.
FIRST HEALTHCARE CORPORATION
NORTHWEST HEALTH CARE, INC.
MEDISAVE PHARMACIES, INC.
NATIONWIDE CARE, INC.
THERATX, INCORPORATED
(SUCCESSOR BY MERGER WITH
PEACH ACQUISITION CORP.)
VENCOR HOSPITALS ILLINOIS, INC.
VENCOR HOSPITALS SOUTH, INC.
VENCOR HOSPITALS EAST, INC.
VENCOR HOSPITALS CALIFORNIA, INC.
VENCOR HOSPITALS TEXAS, LTD.
BY: VCI SPECIALTY SERVICES, INC.,
ITS GENERAL PARTNER
VENTECH SYSTEMS, INC.
PASATIEMPO DEVELOPMENT CORP.
VCI SPECIALTY SERVICES, INC.
VENCOR PROPERTIES, INC.
BY: /s/ RICHARD A. LECHLEITER
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VICE PRESIDENT
SIGNATURES OF PARTIES TO THE PARENT GUARANTY-CONTINUED
PERSONACARE, INC.
RESPIRATORY CARE SERVICES, INC.
THERATX MEDICAL SUPPLIES, INC.
THERATX HEALTHCARE MANAGEMENT INC.
THERATX STAFFING, INC.
HORIZON HEALTHCARE SERVICES, INC.
PERSONACARE OF CONNECTICUT, INC.
PERSONACARE OF HUNTSVILLE, INC.
PERSONACARE OF OHIO, INC.
PERSONACARE OF OWENSBORO, INC.
PERSONACARE OF PENNSYLVANIA, INC.
PERSONACARE OF READING, INC.
PERSONACARE OF SAN ANTONIO, INC.
PERSONACARE OF SAN PEDRO, INC.
PERSONACARE OF WISCONSIN, INC.
PERSONACARE OF RHODE ISLAND, INC.
PERSONACARE OF ST. PETERSBURG, INC.
PERSONACARE OF POMPANO WEST, INC.
PERSONACARE OF CLEARWATER, INC.
PERSONACARE OF BRADENTON, INC.
PERSONACARE OF POMPANO EAST, INC.
PERSONACARE OF SHREVEPORT, INC.
TUCKER NURSING CENTER, INC.
LAFAYETTE HEALTH CARE CENTER, INC.
PERSONACARE OF WARNER ROBINS, INC.
NFM, INC.
STAMFORD HEALTH FACILITIES, INC.
COURTLAND GARDENS HEALTH CENTER, INC.
COURTLAND GARDENS RESIDENCE, INC.
HOMESTEAD HEALTH CENTER, INC.
TUNSTALL ENTERPRISES, INC.
STAMFORD HEALTH ASSOCIATES LIMITED
PARTNERSHIP
BY: STAMFORD HEALTH FACILITIES, INC.,
ITS GENERAL PARTNER
CARE VENTURE PARTNERS, L.P.
BY: PERSONACARE OF RHODE ISLAND, INC.
ITS GENERAL PARTNER
OAK HILL NURSING ASSOCIATES LIMITED
PARTNERSHIP
BY: PERSONACARE OF RHODE ISLAND, INC.,
ITS GENERAL PARTNER
HEALTH HAVENS ASSOCIATES LIMITED PARTNERSHIP
BY: PERSONACARE OF RHODE ISLAND, INC.,
ITS GENERAL PARTNER
BY: /s/ RICHARD A. LECHLEITER
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VICE PRESIDENT
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SIGNATURES OF PARTIES TO THE PARENT GUARANTY-CONTINUED
TRANSITIONAL HOSPITALS CORPORATION, A NEVADA CORPORATION
TRANSITIONAL HOSPITALS CORPORATION, A DELAWARE CORPORATION
COMMUNITY PSYCHIATRIC CENTERS OF CALIFORNIA, A CALIFORNIA CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF LOUISIANA INC., A LOUISIANA CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF TEXAS INC., A TEXAS CORPORATION
THC-SEATTLE, INC., A WASHINGTON CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF INDIANA, INC., AN INDIANA CORPORATION
THC MINNEAPOLIS, INC., A MINNESOTA CORPORATION
J. B. THOMAS HOSPITAL, INC., A MASSACHUSETTS CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF NEVADA, INC., A NEVADA CORPORATION
THC-CHICAGO, INC., AN ILLINOIS CORPORATION
THC-NORTH SHORE, INC., AN ILLINOIS CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF NEW MEXICO, INC., A NEW MEXICO CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF TAMPA, INC., A FLORIDA CORPORATION
THC-HOLLYWOOD, INC., A FLORIDA CORPORATION
THC-HOUSTON, INC., A TEXAS CORPORATION
TRANSITIONAL HOSPITALS CORPORATION OF WISCONSIN, INC., A WISCONSIN CORPORATION
THC-ORANGE COUNTY, INC., A CALIFORNIA CORPORATION
THC-SAN DIEGO, INC., A CALIFORNIA CORPORATION
COMMUNITY PSYCHIATRIC CENTERS PROPERTIES, INCORPORATED, A CALIFORNIA CORPORATION
CPC INVESTMENT CORPORATION, A CALIFORNIA CORPORATION
VENCOR KENTUCKY, INC., A DELAWARE CORPORATION
BY: /s/ RICHARD A. LECHLEITER
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RICHARD A. LECHLEITER
VICE PRESIDENT OF FINANCE AND
CORPORATE CONTROLLER, ON BEHALF OF
EACH OF THE ABOVE CORPORATIONS
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SIGNATURES OF PARTIES TO THE SUBSIDIARY GUARANTY
LANTANA PARTNERS, LTD.
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
PHILLIPPE ENTERPRISES, INC.
HILLHAVEN PROPERTIES, LTD.
CASTLE GARDENS RETIREMENT CENTER
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
HILLCREST RETIREMENT CENTER, LTD.
BY: FAIRVIEW LIVING CENTERS, INC.,
A GENERAL PARTNER
SANDY RETIREMENT CENTER LIMITED PARTNERSHIP
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
TOPEKA RETIREMENT CENTER, LTD.
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
EVERGREEN WOODS, LTD.
BY: ATRIA COMMUNITIES, INC.,
A GENERAL PARTNER
FAIRVIEW LIVING CENTERS, INC.
TWENTY-NINE HUNDRED ASSOCIATES, LTD.
BY: TWENTY-NINE HUNDRED CORPORATION,
A GENERAL PARTNER
TWENTY-NINE HUNDRED CORPORATION
WOODHAVEN PARTNERS, LTD.
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
TUCSON RETIREMENT CENTER LIMITED
PARTNERSHIP
BY: HILLHAVEN PROPERTIES, LTD.,
A GENERAL PARTNER
BY: /s/ J. TIMOTHY WESLEY
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VICE PRESIDENT
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SIGNATURES OF PARTIES TO THE SUBSIDIARY GUARANTY-CONTINUED
ATRIA COMMUNITIES SOUTHEAST, INC.
AMERICAN ELDERSERVE MANAGEMENT, INC.
SOUTHERN CARE, INC.
AMERICAN ELDERSERVE OF ALABAMA, INC.
AMERICAN ELDERSERVE OF TEXAS, INC.
SOUTHEAST ASSISTED LIVING RESIDENCES, INC.
AMERICAN ELDERSERVE OF NORTH CAROLINA, INC.
AMERICAN ELDERSERVE OF FLORIDA, INC.
PLANTATION SOUTH ON CYPRESSWOOD
LIMITED PARTNERSHIP
BY: AMERICAN ELDERSERVE OF TEXAS, INC.
ITS GENERAL PARTNER
PLANTATION SOUTH AT AUBURN PARTNERSHIP
BY: AMERICAN ELDERSERVE OF ALABAMA, INC.
ITS GENERAL PARTNER
BY: /s/ J. TIMOTHY WESLEY
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VICE PRESIDENT
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