EXHIBIT 10.53
June 22, 1993
Mr. Maris Andersons
Executive Vice President and Treasurer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, California 90404
Dear Maris:
I am writing to confirm our understanding and agreement regarding the terms
and conditions pursuant to which certain of the various agreements between
National Medical Enterprises, Inc. and certain of its Subsidiaries
(collectively, "NME") and The Hillhaven Corporation and certain of its
subsidiaries (collectively, "Hillhaven") will be amended or cancelled.
A. Present Status of Relationship. NME and Hillhaven participate in the
------------------------------
following arrangements:
1. Leased Buildings. First Healthcare Corporation ("FHC") lease: or
----------------
subleases the 23 facilities set forth on Exhibit A (the "Leased
---------
Facilities") from NME, pursuant to individual leases each dated as of
January 26, 1990, as amended by that certain Omnibus Amendment to
Leases dated as of April 1, 1992, and as further amended by that
certain Second Omnibus Amendment to Leases dated as of November 12,
1992, and as individual Leases may have been amended from time to time
(as so amended, the "Leases").
2. Obligation to Finance Purchase of Leased Facilities. Pursuant to
---------------------------------------------------
that certain Master Loan Agreement dated as of April 1, 1992, as
amended by that certain First Amendment to Master Loan Agreement dated
as of November 12, 1992 (as amended the "Master Loan Agreement"), NME
has agreed to provide 100% financing of the purchase price if NME
requires FHC to acquire the Leased Facilities pursuant to the terms of
the Leases.
Mr. Maris Andersons
June 22, 1993
Page 2
3. Loans Made With Respect to Certain Previously Leased Facilities.
---------------------------------------------------------------
Pursuant to the Master Loan Agreement, NME has financed a portion of
FHC's acquisition of the 28 facilities listed on Exhibit B. The
---------
financing with respect to each such facility is evidenced by a
promissory note and a Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixtures Filing or a Deed of Trust, Assignment
of Leases and Rents, Security Agreement and Fixture Filing. Pursuant
to its Guaranty dated as of April 1, 1992, Hillhaven has guaranteed
the obligations of FHC with respect to the Master Loan Agreement and
each loan made thereunder. The outstanding balance owed by Hillhaven
to NME pursuant to such financing is approximately $92,200,000, plus
accrued interest.
4. Obligation to Finance Certain Previously Leased Facilities.
----------------------------------------------------------
Pursuant to that certain letter agreement dated May 31, 1990, as
amended by that certain Amendment No. One to Commitment Letter dated
as of May 1, 1991 (as amended, the Commitment Letter"), NME agreed to
loan not in excess of $22.5 million with respect to the purchase by
FHC of the five facilities set forth on Exhibit C. Pursuant to the
---------
Commitment Letter, FHC has borrowed from NME approximately $6,000,000
with respect to the purchase of Clayton House (No. 445). In addition,
NME has provided "wrap" financing in the amount of $1,452,626.43 with
respect to the purchase of Greenbriar Terrace (No. 592) and
$893,194.45 with respect to the purchase of Birchwood Terrace (No.
559).
5. Promissory Note/Note Guarantee Agreement. Pursuant to that
----------------------------------------
certain Promissory Note dated January 31, 1990, as amended by that
certain First Amendment to Promissory Note dated as of May 1, 1991 (as
amended, the "Promissory Note"), NME loaned FHC the original principal
amount of $135,859,396. As of the date hereof, the principal amount of
the Promissory
Mr. Maris Andersons
June 22, 1993
Page 3
Note is $49,059,396, plus accrued interest; no amounts are outstanding
with respect to the $18 million of the Promissory Note that was
converted to a revolving credit facility. Pursuant to that certain
Note Guarantee Agreement dated as of January 31, 1990, Hillhaven
agreed to guarantee FHC's obligations under the Promissory Note.
6. Revolving Credit and Term Loan Agreement. Pursuant to that
----------------------------------------
certain Revolving Credit and Term Loan Agreement dated as of January
31, 1990, as amended by that certain First Amendment to Revolving
Credit and Term Loan Agreement dated as of November 12, 1992 (as
amended, the "Credit Agreement"), NME agreed to loan Hillhaven up to
$50 million.
7. Guarantee Reimbursement Agreement. Pursuant to that certain
----------------------------------
Guarantee Reimbursement Agreement dated as of January 31, 1990, as
amended by amendments thereto dated as of October 30, 1990, May 30,
1991, October 2, 1991, April 1, 1992, November 12, 1992, February 19,
1993 and two amendments each dated May 28, 1993 (as amended, the
"Guarantee Reimbursement Agreement"), Hillhaven agreed to pay NME a
fee with respect to the "Obligations" (as defined therein) and to
reimburse NME for any payments NME is required to make with respect to
the Obligations. Certain of the Obligations represent rental payments
with respect to facilities which NME leases or subleases from third
parties and as to which NME assigned a portion of its leasehold
interest to FHC, but did not assign all of the renewal or purchase
options contained in such leases or subleases. Exhibit D sets forth
---------
those facilities leased from third parties where NME or Hillhaven
leased, subleased or assigned its leasehold interest to other third
parties, including NME's renewal and/or purchase option with respect
thereto, but where NME did not assign to FHC such renewal and/or
purchase options
Mr. Maris Andersons
June 22, 1993
Page 4
(the "Third Party Leased Facilities").
8. Common Stock Ownership. As of the date hereof, NME owns
----------------------
14,390,737 shares of Hillhaven's Common Stock.
9. Series C Preferred Stock Ownership. As of the date hereof, NME
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owns 35,000 shares of Hillhaven's Series C Preferred Stock.
10. Warrants. As of the date hereof, NME owns warrants (the
--------
"Warrants") to purchase 30 million shares of Hillhaven's Common Stock.
Pursuant to that certain Warrant and Registration Rights Agreement
dated as of January 30, 1990, Hillhaven agreed to register the shares
covered by the Warrants under the terms and conditions set forth
therein.
11. Management Agreements. Pursuant to Management Agreements, each
---------------------
dated as of January 31, 1990, Hillhaven manages on behalf of NME the
seven facilities set forth on Exhibit E.
---------
12. Miscellaneous Agreements. Hillhaven and NME have entered into
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the following agreements each dated as of January 31, 1990:
a. Employee and Employee Benefits Agreement;
b. Government Programs Agreement;
c. Insurance Agreement;
d. Services Agreement; and
e. Tax Sharing Agreement.
B. Agreement to Restructure Arrangements. NME and Hillhaven have agreed
-------------------------------------
to make significant changes to a
Mr. Maris Andersons
June 22, 1993
Page 5
number of the aforesaid agreements. Such changes are being made for the benefit
of both parties after significant negotiations for the purposes of: (1) allowing
FHC to purchase the Leased Facilities; (2) paying off all debt owed by FHC to
NME; (3) removing NME from liability with respect to a significant portion
(approximately $400,000,000) of the Obligations; (4) capping Hillhaven's maximum
guaranty fee on the Obligations under the Guarantee Reimbursement Agreement; and
(5) relieving NME of it. loan commitments to Hillhaven. In particular, we have
agreed to the following actions:
1. Purchase of Leased Facilities. FHC shall purchase the Leased
-----------------------------
Facilities at an aggregate $23.6 million discount off the aggregate
option amount of $135,400,000 (as set forth in Exhibit A hereto), to
---------
be allocated among the Leased Facilities as the parties shall mutually
agree. Pending the consummation of the transactions set forth herein,
NME shall not exercise its options under the Leases to require FHC to
purchase any of the Leased Facilities. NME shall pay any prepayment
penalty or similar charge payable with respect to the payoff of third
party debt on the Leased Facilities.
2. Pay Off Debt. FHC shall repay all debt which it currently owes
------------
to NME including interest thereon. This debt includes loans made
pursuant to the Master Loan Agreement (with an aggregate balance of
approximately $92.200,000 as of June 1, 1993), the Promissory Note
(with a balance of approximately $49,100,000 as of June 1, 1993) and
loans made with respect to Clayton House (No. 445), Birchwood Terrace
Healthcare (No. 559) and Greenbriar Terrace Healthcare (No. 592). NME
shall pay any prepayment penalty or similar charge payable with
respect to the payoff of third party debt of Birchwood Terrace
Healthcare and Greenbriar Terrace Healthcare.
Mr. Maris Andersons
June 22, 1993
Page 6
3. Release of Obligations to Provide Financing. NME shall be
--------------------------------------------
released from its obligation to provide any further financing to FHC
under the Credit Agreement, the Master Loan Agreement, the Promissory
Note or the Commitment Letter and any other commitments by NME to
provide financing to Hillhaven. Pending consummation of the
transactions set forth herein, Hillhaven shall not borrow from NME any
additional amounts under these financing arrangements.
4. Series D Preferred Stock. Hillhaven shall issue to NME, and NME
------------------------
shall purchase from Hillhaven, shares (representing $120 million) of a
newly created Series D Preferred Stock. Such Series D Preferred Stock
shall (a) be non-voting; (b) be redeemable by Hillhaven at any time
for cash; (c) be redeemed by Hillhaven at any time at NME's request to
fund NME's exercise of all, but not less than all, of the Warrants;
(d) shall be redeemed by Hillhaven at NME's request at any time
following the occurrence of a "Designated Event" (as defined in the
Promissory Note) unless such Designated Event occurs on account of a
transfer by NME of any of its equity interest in Hillhaven; and (e)
provide for dividends "payable-in-kind" in Series D Preferred Stock
("PIK"), at the rates (compounded annually) of: 6.5% from the date of
issuance through August 31, 1994; 5.5% from September 1, 1994 through
August 31, 1995; 4.5% from September 1, 1995 through August 31, 1996;
and 4% thereafter; provided, however, that dividends there for shall
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be paid quarterly in cash commencing on the earlier to occur (the
"Conversion Date") of (i) the sixth anniversary of the closing of the
Bank Financing (as defined below) or (ii) three months after the
stated initial maturity of the Bank Financing; provided further,
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however, that upon NME's exercise of all, but not less than all, of
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the Warrants, the rate in effect at such time shall be fixed as the
rate
Mr. Maris Andersons
June 22, 1993
Page 7
applicable to the remaining Series D Preferred Stock (including PIK
dividends) thereafter; provided further, however, that in the event
-------- ------- -------
that NME has not exercised all of the Warrants by the Conversion Date,
the annual dividend payable on and after the Conversion Date shall be
paid in cash up to $5,745,000, and then any remainder shall be paid in
PIK preferred stock.
5. Amendment to Guarantee Reimbursement Agreement. The Guarantee
----------------------------------------------
Reimbursement Agreement shall be amended to provide: (a) when any
Obligations are paid off in full with proceeds from the Financing (as
defined below), the fee payable with respect to those Obligations that
have been paid off during the fiscal year ending May 31, 1994 with
proceeds from the Financing shall be prorated to the date of payoff;
(b) that, commencing with the first quarter following completion of
the Financing, the amount of Obligations shall be calculated
quarterly, at the end of each quarter, instead of annually, for the
purpose of determining the fee payable by Hillhaven for the following
quarter thereunder; and (c) that the maximum guarantee fee payable by
Hillhaven is two percent (2%) per annum of the Obligations.
6. Third Party Leased Facilities. With respect to the Third
--------------------------------
Party Leased Facilities, NME shall assign to FHC its renewal and/or
purchase options under such underlying leases (along with the leases
for any facilities which are part of a "basket" to which such Third
Party Leased Facilities belong). Such assignments, however, shall
restrict FHC's ability to exercise such renewal and/or purchase
options unless required to do so (a) as a result of the exercise of
any of such options by a sublessee or assignee of any of such Third
Party Leased Facilities, or (b) in order to comply with the terms of
the subleases or assignments to such sublessees or
Mr. Maris Andersons
June 22, 1993
Page 8
assignees. Such assignments shall also prohibit FHC from further
assignments of such options to third parties. The Guarantee
Reimbursement Agreement shall be further amended to provide that in
the event that FHC or its sublessee or assignee exercises any of such
renewal options, then the rents during the period of such renewal
shall be deemed to be part of the Obligations as of the date of
exercise.
7. Repayment of Certain Guaranteed Obligations. Hillhaven shall
-------------------------------------------
in the case of the industrial development bond financings referred to
in clause (e) below shall use its best efforts to cause within a
reasonable period following the closing of the Financing, the
following obligations to be repaid (or otherwise cause NME to be
effectively removed from liability or financial responsibility with
respect to):
a. THC Facilities financing;
b. Hillhaven's portion of the MP Funding financing;
c. Third party debt with respect to Hillhaven's Performance
Investment Plan;
d. Hillhaven's accounts receivable financing; and
e. Industrial development bond financing set forth in
Exhibit F.
---------
8. Series C Preferred Stock. The Series C Preferred Stock will be
------------------------
amended: (a) to permit the issuance of PIK dividends and the
accrual of cash dividends on the Series D Preferred Stock, and
redemption of the Series D Preferred Stock if NME requests the
redemption to fund its exercise of all the Warrants, even if the
Mr. Maris Andersons
June 22, 1993
Page 9
dividends on the Series C Preferred Stock are in arrears; and (b)
to provide that the Series C Preferred Stock shall be redeemed by
Hillhaven at NME's request at any time following the occurrence
of a "Designated Event" (as defined in the Promissory Note).
Hillhaven will not use the proceeds from the Financing (as
defined below) or the proceeds from sale of the Series D
Preferred Stock to redeem any of the shares of the Series C
Preferred Stock.
C. Conditions to Effectiveness. The foregoing changes will only be
---------------------------
effective upon completion of the actions required under Section B (excluding,
however, the actions set forth under Section B(7)(e), as to which Hillhaven
shall be obligated to use its best efforts to complete such actions within a
reasonable period following the closing of the Financing) of this Agreement and
satisfaction of each of the following conditions:
1. The transactions shall be approved by the Boards of Directors or
committees of the Boards of Directors of NME and Hillhaven.
2. Hillhaven shall obtain satisfactory third party bank financing in
the approximate amount of $400 million (the "Bank Financing").
3. Hillhaven shall successfully complete a public or private debt
financing in the approximate amount of $175 million (the "High Yield
Financing;" the Bank Financing and the High Yield Financing being
collectively referred to as the "Financing").
4. FHC shall obtain regulatory and other consents and approvals
necessary to acquire the Leased Facilities.
5. Appropriate documents satisfactory to NME and Hillhaven shall be
prepared and executed evidencing the transactions.
Mr. Maris Andersons
June 22, 1993
Page 10
In the event that any of the foregoing conditions cannot be satisfied for
any reason or any of the actions required under Section B of this Agreement are
not completed by November 1, 1993, neither party shall have any liability to the
other and all obligations hereunder shall cease.
D. Effect on Agreements. Except as provided for in this letter, each of
--------------------
the agreements between NME and Hillhaven shall remain unmodified and in full
force and effect.
E. Expenses. Each party shall bear its own costs and expenses in
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connection with the transaction contemplated in this letter.
F. Disclosure of Transactions. NME and Hillhaven must approve the form
--------------------------
and content of any public statement or press release concerning these
transactions, whether in writing or verbally, prior to the release or issuance
thereof.
G. Cooperation. The parties agree to execute and deliver such other
-----------
documents and instruments and do all such other acts and things as may be
reasonably required to give effect to the agreements contained in this letter.
H. Modification; Governing Law. No amendment or modifications of this
---------------------------
letter shall be effective unless in writing signed by the parties. This letter
shall be governed by and construed in accordance with California law.
Please indicate your agreement with the forgoing agreement by executing the
enclosed duplicate copy of this letter where indicated below and returning it to
my attention. This letter may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute but one and the same
instrument.
Very truly yours
THE HILLHAVEN CORPORATION
By [SIGNATURE NOT LEGIBLE]
------------------------
Senior Vice President
Mr. Maris Andersons
June 22, 1993
Page 11
FIRST HEALTHCARE CORPORATION
By:[SIGNATURE NOT LEGIBLE]
-------------------------
Senior Vice President
Accepted and agreed this 22 day of June, 1993.
NATIONAL MEDICAL ENTERPRISES, INC.
By: ______________________________
NME PROPERTIES CORP.
By: ______________________________
NME PROPERTIES, INC.
By: ______________________________
NORTHWEST CONTINUUM CARE CENTER, INC.
By: ______________________________
Mr. Maris Andersons
June 22, 1993
Page 12
By:____________________________
FIRST HEALTHCARE CORPORATION
By: ___________________________
Accepted and agreed this 22nd day of June, 1993.
---- ----
NATIONAL MEDICAL ENTERPRISES, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
NME PROPERTIES CORP.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
NME PROPERTIES, INC
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
Mr. Maris Andersons
June 22, 1993
Page 13
NORTHWEST CONTINUUM CARE CENTER, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
FLAGG INDUSTRIES, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
NME PROPERTY HOLDING CO., INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
NME PROPERTIES WEST, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
GUARDIAN MEDICAL SERVICES, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
NME ARIZONA, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
SEDGEWICK CONVALESCENT CENTER, INC
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
HAMMOND HOLIDAY HOME
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
Mr. Maris Andersons
June 22, 1993
Page 14
LAKE HEALTH CARE FACILITIES, INC.
By:[SIGNATURE NOT LEGIBLE]
-------------------------------
Senior Vice President
EXHIBIT A
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No. Facility Name Option Price
- ----- ------------- ------------
116 Hillhaven Rehab. & Conv. Center 4,300,000
Durham, North Carolina
117 East Manor Medical Care Center 5,700,000
Sarasota, Florida
149 Fair Oaks Healthcare Center 6,600,000
Fair Oaks, California
150 Hillhaven/San Francisco 12,100,000
San Francisco, California
180 Hillhaven Convalescent Center 3,300,000
Vancouver, Washington
286 Columbia Nursing Plaza 7,300,000
Evansville, Indiana
416 Park Place Hillhaven Conv. Center 7,800,000
Great Falls, Montana
436/437 Valley House Healthcare/Apts. 4,000,000
Tucson, Arizona
563 Camelot Nursing Home 1,800,000
New London, Connecticut
565 Hamilton Pavilion Healthcare 2,900,000
Norwich, Connecticut
566 Hillhaven of Windsor 2,700,000
Windsor, Connecticut
568 Parkway Pavilion Healthcare 3,000,000
Enfield, Connecticut
572 Winchester Place 7,400,000*
Canal Winchester, Ohio
707 Guardian Care of Monroe 5,800,000
Monroe, North Carolina
738 Hillhaven, Alameda, California 7,300,000
770 Vallhaven Care Center 5,800,000
Neenah, Wisconsin
783 Lexington Manor Health Care 6,100,000
Lexington, Kentucky
802 Hillhaven Convalescent Center 6,900,000
Akron, Ohio
806 Hillhaven Convalescent Center 7,000,000
Chapel Hill, North Carolina
____________________
* Sale evidenced by assignment of sublease and all options and rights to
purchase of NME, as to Canal Winchester I, and deed conveying fee
interest in Canal Winchester II
818 Hillhaven, Little Rock, Arkansas 4,500,000
826 Hillhaven Rehab & Conv. Center 5,200,000
836 Medicenter/Tampa 5,000,000
Tampa, Florida
851/852 Villa Campana Health Center/ 12,900,000
Retirement, Tucson, Arizona
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135,400,000
-2- Exhibit A
Exhibit B
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No. Facility Name
--- -------------
1. 593 Hanover Terrace, Hanover, New Hampshire
2. 779 Westview Manor, Bedford, Indiana
3. 145 Reno Healthcare, Reno, Nevada
4. 433 Parkview Acres, Dillon, Montana
5. 462 Queen Anne, Seattle, Washington
6. 481 Park Manor, Rawlins, Wyoming
7. 483 Sage View, Rock Springs, Wyoming
8. 767 Colony-Oaks, Appleton, Wisconsin
9. 859 Castle Garden, Northglenn, Colorado
10. 203 Hillhaven-Willow Pass, Concord, California
11. 420 Maywood Acres, Oxnard, California
12. 125 Titusville, Titusville, Florida
13. 136 Hillhaven-LaSalle, Durham, North Carolina
14. 842 Medicenter-Virginia Beach, Virginia Beach, Virginia
15. 706 Guardian Care of Henderson, Henderson, North Carolina
16. 711 Guardian Care of Kinston, Kinston, North Carolina
17. 713 Guardian Care of Zebulon, Zebulon, North Carolina
18. 114 Arden Nursing Home, Seattle, Washington
19. 115 Palm Beaches, West Palm Beach, Florida
20. 155 Savannah Convalescent, Savannah, Georgia
21. 158 Bellingham Care, Bellingham, Washington
22. 188 Hillhaven Rehab, Wilmington, North Carolina
23. 191 Silas Creek, Winston-Salem, North Carolina
24. 320 Hillhaven Convalescent, Burlingame, California
25. 427 Twin Pines, Santa Paula, California
26. 645 Hillhaven Rehab, Marietta, Georgia
27. 690 Wasatch Villa, Salt Lake City, Utah
28. 727 Brookvue Convalescent, San Pablo, California
Exhibit B
Exhibit C
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No. Facility Name
- ---- -------------
445 Clayton House, Ballwin, Missouri
559 Birchwood Terrace, Burlington, Vermont
591 Dover House, Dover, New Hampshire
592 Greenbriar Terrace, Nashua, New Hampshire
822 Memphis-Hillhaven Convalescent, Memphis, Tennessee
Exhibit C
Exhibit D
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No. Facility Name
- --- -------------
272 Hughes Springs Nursing Home
Hughes Springs, Texas
273 Pinecrest Convalescent Home
Daingerfield, Texas
274 Coastal Care Center
Texas City, Texas
275 Great Southwest Convalescent Center
Grand Prairie, Texas
292 Twin City Nursing Home
Gas City, Indiana
298 Driftwood Convalescent Hospital
Yuba City, California
299 Marysville Convalescent Hospital
Marysville, California
305 University Nursing Center
Upland, Indiana
880 Four States Nursing Home
Texarkana, Texas
881 Southwest Senior Care Center
Las Vegas, New Mexico
Exhibit D
Exhibit E
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No. Facility Name
- --- -------------
902 Alvarado Convalescent, San Diego, California
974 J.D. French Center, Los Alamitos, California
169 Menorah House, Palm Beach, Florida
815 Del Ray Beach, Del Ray Beach, Florida
978 Northshore Living Center, Slidell, Louisiana
993 Brookhaven Nursing Center, Carrollton, Texas
990 Jo Ellen Smith, New Orleans, Louisiana
Exhibit E
Exhibit F
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Original
Principal
Facility No./Name Letter of Credit Amount
----------------- ---------------- -----------
1. 322 Meadowview Wachovia 842,000
2. 324 Spring Valley Wachovia 1,355,000
3. 325 Glenwood Wachovia 985,000
4. 501 Blue Hills Wachovia 889,000
5. 503 Brigham Manor Wachovia 743,000
6. 507 Country Manor Wachovia 1,518,000
7. 508 Crawford House Wachovia 1,280,000
8. 509 Crestwood Wachovia 900,000
9. 513 Hallmark Wachovia 1,100,000
10. 514 Forge Pond Wachovia 1,116,000
11. 516 Hammersmith Wachovia 492,000
12. 517 Oakwood Wachovia 1,130,000
13. 518 Timberlyn Wachovia 885,000
14. 521 Sandalwood Wachovia 875,000
15. 581 Blueberry Hill Wachovia 2,025,000
16. 853 Kachina Point (7/93) Wachovia 4,230,000**
17. 982 Village Square Wachovia 4,410,000
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Subtotal 24,775,000
18. 7100 Campana del Rio Swiss Bank 10,750,000
19. 7105 Kachina Point Swiss Bank 6,200,000
20. 7125 Castle Gardens Swiss Bank 5,000,000
21. 7185 Crosslands Swiss Bank 5,900,000
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Subtotal 27,850,000
22. 350 Valley Gardens Bank Cal 3,580,000
23. 981 Foothill Bank Cal 4,265,000
-----------
Subtotal 7,845,000
Exhibit F
____________________
**The Bonds with respect to this facility will be refunded under the
Wachovia program in July 1993.
Original
Principal
Facility No./Name Letter of Credit Amount
----------------- ---------------- -----------
24. 922 Windsor Woods Kredietbank 3,675,000
25. 955 Heritage Villa Kredietbank 3,130,000
26. 1106 Springfield Kredietbank 6,255,000
27. 7137 Woodhaven Kredietbank 9,500,000
28. 7165 Hearthstone Kredietbank 8,440,000
----------
SUBTOTAL 31,000,000
29. 210 Californian Seafirst 4,900,000
30. 947 St. George Seafirst 2,700,000
31. Chico Seafirst 4,400,000
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SUBTOTAL 12,000,000
TOTAL 103,470,000
===========
Exhibit F
-2-