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EXHIBIT 10.5
[EXECUTION COPY]
MASTER AMENDMENT NO. 1 TO AMENDED AND
RESTATED PARTICIPATION AGREEMENT AND AMENDED AND RESTATED
MASTER LEASE AND OPEN-END MORTGAGE
This AMENDMENT NO. 1 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
AND AMENDED AND RESTATED MASTER LEASE AND OPEN-END MORTGAGE (this "Amendment"),
is entered into as of September 30, 1999, among BEVERLY ENTERPRISES, INC., a
Delaware corporation ("BEI"), as the Representative, Construction Agent, Parent
Guarantor and a Lessee (in its capacity as Representative, the "Representative";
in its capacity as Construction Agent, the "Construction Agent"; in its capacity
as Parent Guarantor, the "Parent Guarantor" and together with the Guarantors
listed on the signature page to the Guaranty (each a "Guarantor") and the
Structural Guarantors, the "Guarantors"; and, in its capacity as Lessee, a
"Lessee"); certain subsidiaries of BEI that are signatories hereto, as Lessees;
BANK OF MONTREAL GLOBAL CAPITAL SOLUTIONS, INC. (formerly known as BMO LEASING
(U.S.), INC.), a Delaware corporation, as a Lessor (together with any permitted
successors and assigns thereto, each a "Lessor" and collectively the "Lessors")
and as Agent Lessor for the Lessors (in such capacity, the "Agent Lessor"); the
various financial institutions as are or may from time to time become lenders
(the "Lenders") under the Loan Agreement; BANK OF MONTREAL, a Canadian banking
organization ("BMO"), as Administrative Agent (in such capacity, the
"Administrative Agent") for the Lenders, as Arranger and Syndication Agent
(collectively, the "Parties").
R E C I T A L S:
The Parties entered into an Amended and Restated Participation
Agreement (the "Participation Agreement") dated as of August 28, 1998, amending
and restating the Participation Agreement dated as of March 21, 1997.
The Agent Lessor, the Lessees and the Representative entered into an
Amended and Restated Master Lease and Open-End Mortgage (the "Lease") dated as
of August 28, 1998, amending and restating the Master Lease and Open-End
Mortgage dated as of March 21, 1997.
The Parties wish to amend certain provisions of the Participation
Agreement and the Lease as set forth herein to reflect the changes made to the
Morgan Credit Agreement and provide additional collateral to the Lenders.
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A G R E E M E N T:
NOW, THEREFORE, in consideration of the premises made
hereunder, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto, intending to be legally
bound, hereby agree as follows:
1. Defined Terms; References. Unless otherwise expressly
defined herein, all capitalized terms used herein and defined in Appendix A to
the Participation Agreement shall be used herein as so defined. Unless otherwise
expressly stated herein, all Section and Article references herein shall refer
to Sections and Articles of the Participation Agreement.
2. Amended Defined Terms. (a) The following defined terms in
Appendix A to the Participation Agreement are hereby amended in their entirety
to read as follows:
"Additional Lender Property" shall mean any of the Properties listed in
Schedule V-1 to the Participation Agreement, in each case as previously
disclosed to and approved by the Lenders.
"Additional Mortgage" means, with respect to each Additional Lender
Property, each Mortgage and Fixture Filing and any and all other
security instruments in appropriate recordable form sufficient to grant
the Agent Lessor, on behalf of the Lessors, a first priority Lien on
such Additional Lender Property.
"Adjusted Consolidated Debt" means at any date the sum, without
duplication, of (i) all liabilities of the Representative and its
Subsidiaries at such date of the types classified as "current
liabilities: short-term borrowings", "current liabilities: current
portion of long-term obligations," "long-term obligations" and, to the
extent arising out of claims made by governmental authorities relating
to reimbursement obligations or settlements thereof, "other liabilities
and deferred items" on the consolidated balance sheet included in the
Base Financials (including any Subordinated Notes), (ii) all guarantees
at such date of obligations of other issuers (other than guarantees
outstanding on the Amendment No. 1 Effective Date of obligations
outstanding on the Amendment No. 1 Effective Date, in amounts not in
excess of $79,375,000 and reported in the Base Financials) and (iii)
an amount equal to the product of eight multiplied by the Consolidated
Rental Expense for the four fiscal quarters of the Representative most
recently completed on or prior to such date.";
"Amendment No. 1 Effective Date" means the date upon this amendment
becomes effective in accordance with its terms.
"Assignment of Additional Mortgage" means, with respect to each
Additional Lender Property, each assignment of mortgage from Agent
Lessor, on behalf of the Lessors, to the Administrative Agent, on
behalf of the Lenders, in form and substance satisfactory to the Agent
Lessor.
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"Attributable Debt" means, on any date, in respect of any lease of the
Representative or any of its Subsidiaries entered into as part of a
Sale and Leaseback Transaction, (i) if such lease is a lease that is
required to be capitalized in accordance with GAAP, the capitalized
amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (ii) if such
lease is not a lease that is required to be capitalized in accordance
with GAAP, the capitalized amount of the remaining lease payments under
such lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were a lease that
is required to be capitalized in accordance with GAAP.
"Encore Facility" means the Term Loan Agreement, dated as of December
30, 1985, as amended, among Encore Nursing Center Partners. Ltd. - 85,
a New York limited partnership, Beverly Health and Rehabilitation
Services, Inc., the Representative and The Bank of New York.
"Final Settlement" means the execution and delivery of settlement
agreements among the Representative (and, in some cases, certain of its
Subsidiaries), the United States Department of Health and Human
Services and the United States Department of Justice finally settling
the claims and allegations referred to in the first four paragraphs
under "Item 1. Legal Proceedings" of the Representative's quarterly
report on Form 10-Q for the quarter ended June 30, 1999, as filed with
the Securities and Exchange Commission.
"Lessor Margin" means, with respect to the Lessor Amounts on any day,
the percentage set forth below opposite the Pricing Category in effect
for such date for the applicable type of Lessor Amount:
Pricing Category LIBO Margin Base Rate Margin
---------------- ----------- ----------------
I 2.125% 1.125%
II 2.375% 1.375%
III 2.75% 1.75%
IV 3.0% 2.0%
V 3.25% 2.25%
"Loan Margin" means, with respect to the Loans on any day, the
percentage set forth below opposite the Pricing Category in effect for
such day for the applicable type of Loan:
Pricing Category LIBO Margin Base Rate Margin
---------------- ----------- ----------------
I 1.625% 0.625%
II 1.875% 0.875%
III 2.25% 1.25%
IV 2.5% 1.5%
V 2.75% 1.75%
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"PNC Facility" means the Amended and Restated Reimbursement Agreement,
dated as of June 20, 1997, as amended, by and among Beverly Health,
Beverly Enterprises - Massachusetts, Inc., Beverly Enterprises
- Pennsylvania, Inc. and Beverly Enterprises - Ohio, Inc. as Borrowers
therein and PNC Bank, National Association as the Issuer of Letter of
Credit therein.
"Sale and Leaseback Transaction" has the meaning set forth in Section
10.2(m).
(b) The definition of "Base Financials" shall be amended by
deleting each reference to the year "1997" and substituting therefore
a reference to the year "1998".
(c) The definition of "Operative Documents" shall be amended
by (i) deleting the word "and" at the end of clause (q) therein, (ii)
deleting the period at the end of clause (r) and replacing same with a
semi-colon, and (iii) adding "(s) the Assignment of Additional
Mortgages; and (t) the Additional Mortgages." at the end thereof.
(d) The definitions set forth in Schedule IV to the
Participation Agreement are amended as follows:
(i) the definition of "Pricing Ratio" shall be
deleted in its entirety and replaced with the following:
"Pricing Ratio" means the ratio of Adjusted
Consolidated Debt to Consolidated EBITDAR;
(ii) the reference to "2.50" in the definition of
"Category I Pricing" shall be deleted and replaced with
"3.50";
(iii) the reference to "2.25" in the definition of
"Category II Pricing" shall be deleted and replaced with
"4.0";
(iv) the reference to "2.00" in the definition of
"Category III Pricing" shall be deleted and replaced with
"4.5"; and
(v) the reference to "1.75" in the definition of
"Category IV Pricing" shall be deleted and replaced with
"5.0".
3. Payments Regarding Additional Lender Property. Section
7.7(a) of the Participation Agreement is hereby amended by adding the following
language at the end thereof prior to the period:
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"; provided, however, that any payment received by
the Administrative Agent with regard to the Additional Lender
Property shall be distributed pro rata among the Lenders"
4. Representations and Warranties. Section 8.2 of the
Participation Agreement is hereby amended as follows:
(a) Section 8.2(e) is hereby amended by (i) deleting
each reference therein to the year "1997" and replacing same
with the year "1998" and (ii) adding the following at the end
thereof:
The unaudited consolidated balance
sheets of the Representative and its
Consolidated Subsidiaries as of June 30,
1999 and the related unaudited consolidated
statements of operations, stockholders'
equity and cash flows for the six months
then ended, set forth in the
Representative's June 30, 1999 Form 10-Q, a
copy of which has been delivered to each
Lender, each Lessor, the Lessor Agent and
the Administrative Agent, fairly present, in
conformity with generally accepted
accounting principles applied on a basis
consistent with the Base Financials, the
consolidated financial position of the
Representative and its Consolidated
Subsidiaries as of such date and their
consolidated results of operations and cash
flows for such six month period (subject to
normal year-end adjustments, the absence of
footnote disclosure and condensation
pursuant to the rules of the Securities and
Exchange Commission).
(b) Section 8.2(f) is hereby amended by deleting such
section in its entirety and replacing same with the following:
(f) No Material Adverse Change.
Except for the matters referred to in the
first four paragraphs under "Item 1. Legal
Proceedings" in the Representative's June
30, 1999 Form 10-Q, since December 31, 1998
there has been no material adverse change in
the business, financial position, results of
operations or prospects of the
Representative and its Consolidated
Subsidiaries, considered as a whole.
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(c) Section 8.2(i) is hereby amended by (i) deleting
each reference therein to the year "1997" and replacing same
with the year "1998,", (ii) adding the phrase "the first four
paragraphs under Item 1. Legal Proceedings in" between the
words "or" and "the" on the second line thereof and (iii)
replacing "June 30, 1998" with "June 30, 1999" on the third
line thereof;
(d) The following Section 8.2(z) shall be added after
Section 8.2(y):
(z) Year 2000 Compliance. The
Representative has (i) initiated a review
and assessment of all areas within the
business and operations of the
Representative and each of its Subsidiaries
(including those areas affected by suppliers
and vendors) that could be adversely
affected by the "YEAR 2000 PROBLEM" (that
is, the risk that computer applications used
by it or any of its Subsidiaries (or their
respective suppliers and vendors) may be
unable to recognize and perform properly
date-sensitive functions involving certain
dates prior to and any date after December
31, 1999), (ii) developed a plan and
timeline for addressing the Year 2000
Problem on a timely basis and (iii) to date,
implemented such plan in accordance with
such timetable. The Representative
reasonably believes that all computer
applications (including those of suppliers
and vendors) that are material to the
business or operations of the Representative
or any of its Subsidiaries will on a timely
basis be able to perform properly
date-sensitive functions for all dates
before and from and after January 1, 2000,
except to the extent that a failure to do so
could not reasonably be expected to have a
material adverse effect on the business,
financial position, results of operations or
prospects of the Representative and its
Consolidated Subsidiaries, taken as a
whole."
5. Affirmative Covenants of the Representative. Section 10.1
of the Participation Agreement is hereby amended by adding the following Section
10.1(l) at the end thereof:
(l) Additional Mortgages and
Assignments of Additional Mortgages. On or
prior to October 31, 1999:
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(i) The applicable Lessee shall
have delivered to the Agent Lessor
all UCC financing statements as the
Agent Lessor or any other Lessor may
reasonably request appropriately
completed and executed for filing in
the applicable jurisdiction in order
to protect the Agent Lessor's and
Lenders' interest in the Additional
Lender Property;
(ii) Each of the Participants shall
have received (x) evidence
reasonably satisfactory to it that
each of (i) Additional Mortgages and
Assignment of Additional Mortgages
in the forms acceptable to the
Lessor Agent, has been duly
executed, delivered and has been or
are being recorded in the
appropriate jurisdictional records
with respect to each Additional
Lender Property and create and
perfect valid Liens as intended
therein and (ii) the Additional
Financing Statements have been, or
are being, recorded in a manner
sufficient to properly perfect each
of their interests therein and (y)
copies of file search reports from
the Uniform Commercial Code filing
officer in the jurisdiction in which
is located such Additional Lender
Property, setting forth the results
of such Uniform Commercial Code file
searches;
(iii) The Representative shall have
delivered to the Administrative
Agent and the Agent Lessor a
commitment to deliver an ALTA
lenders title insurance policy
covering each Additional Lender
Property in favor of the Agent
Lessor, the Administrative Agent and
the Participants, respectively, such
policy in form satisfactory to the
Agent Lessor and Administrative
Agent, with such customary
endorsements and affirmative
assurances issued by the title
company as a routine matter, if
requested by the Agent Lessor or the
Administrative Agent; and
(iv) The Agent Lessor and the
Administrative Agent shall have
received (i) an opinion of counsel
qualified with respect to the laws
of the jurisdiction in which the
Additional Lender Properties are
situated, addressed to the
Administrative Agent, the Agent
Lessor, each Lender and each Lessor,
substantially in the form
satisfactory to the Agent Lessor and
Administrative Agent and (ii) if
requested by the Agent Lessor and
the Administrative Agent, opinions
from such other counsel and covering
such issues as they may reasonably
request.
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6. Negative Covenants of the Representative. Section 10.2 of
the Participation Agreement is hereby amended as follows:
(a) Section 10.2(a) is hereby amended by deleting
such section in its entirety and replacing same with the
following:
(a) Minimum Consolidated Net Worth.
Permit Consolidated Net Worth of the
Representative to be less than 90% of
Consolidated Net Worth at June 30, 1999 plus
(i) 50% of the aggregate positive
Consolidated Net Income (excluding any
consolidated net loss) of BEI and its
Consolidated Subsidiaries for each fiscal
quarter ending after June 30, 1999 plus (ii)
50% of the aggregate net proceeds, including
the fair market value of property other than
cash (as determined in good faith by BEI's
board of directors), received by BEI from
the issuance and sale after June 30, 1999 of
any capital stock of BEI (other than the
proceeds of any issuance and sale of any
capital stock (x) to a Subsidiary or (y)
which is required to be redeemed, or is
redeemable at the option of the holder, if
certain events or conditions occur or exist
or otherwise) or in connection with the
conversion or exchange of any Debt of BEI
into capital stock of BEI after June 30,
1999.
(b) Section 10.2(b) of the Participation Agreement is
hereby amended in its entirety to read as follows:
(b) Fixed Charge Coverage Ratio. Permit the
Fixed Charge Coverage Ratio at any date
during the periods specified below to be
less than the ratio set forth below opposite
the period in which such date falls:
Period Ratio
------ -----
Amendment No. 1 Effective Date through 1.15 to 1.0
(and including) June 29, 2003
June 30, 2003 and thereafter 1.25 to 1.0
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(c) Section 10.2(c) of the Participation Agreement is
hereby amended in its entirety to read as follows:
(c) Adjusted Consolidated Debt Ratio. Permit
the Adjusted Consolidated Debt Ratio at any date
during the periods specified below to be more than
the ratio set forth below opposite the period in
which such date falls:
Period Ratio
------ -----
Amendment No. 1 Effective Date through (and including) 5.75 to 1.0
September 29, 2000
September 30, 2000 and thereafter through (and including) 5.50 to 1.0
June 29, 2002
June 30, 2002 through (and including) June 29, 2003 5.00 to 1.0
June 30, 2003 through (and including) and thereafter 4.50 to 1.0
(d) Section 10.2(f)(vi) is hereby amended by deleting
such section in its entirety and replacing same with the
following:
(vi) the Representative may make any
such payment or distribution if, after
giving effect thereto, the aggregate amount
of all such payments or distributions made
after the Amendment No. 1 Effective Date
(including, without limitation, any such
payments or distributions permitted under
subclause (ii)(A) or clause (iv) above) does
not exceed (A) on any date on and after the
Final Settlement on which (x) no Event of
Default shall have occurred and be
continuing or shall result from such payment
and (y) the ratio of (x) Adjusted
Consolidated Debt to (y) Consolidated
EBITDAR is (I) less than 5.00 to 1.00 but
not less than 4.75 to 1.00, $25,000,000,
(II) less than 4.75 to 1.00 but not less
than 4.50 to 1.00, $30,000,000, and (III)
less than 4.50 to 1.00, $40,000,000 and (B)
on any other date, $10,000,000.
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(e) Section 10.2(g) is hereby amended by (i) adding,
at the end of clause 1 thereof prior to the semicolon, the
words ", including, without limitation, Liens created under
the PNC Facility and the Encore Facility and Liens (other than
Liens of the types referred to in clauses 4, 7, 9) to the
extent such Liens constitute refinancing of Liens permitted
under such clauses 4 and 7 or 12 existing on the Amendment No.
1 Effective Date securing Indebtedness and other obligations
outstanding on the Amendment No. 1 Effective Date" and (ii)
replacing the amount "$50,000,000" in clauses 13 and 15
thereof with the amount "$25,000,000".
(f) Section 10.2(i) is hereby amended by deleting the
word "Incur" on the first line thereof and replacing same with "With
respect to the Representative's and each Lessee's Subsidiaries only,
such Subsidiaries will not incur"
(g) Section 10.2(i)(6) is hereby amended by deleting
the reference to "$150,000,000" and replacing same with
"$100,000,000".
(h) Section 10.2(i)(14) is hereby amended by deleting
the reference to "$75,000,000" and replacing same with
"$20,000,000".
(i) Section 10.2 is hereby amended by adding the
following Section 10.2(l) and (m) after Section 10.2(k):
(l) Consolidated Gross Capital
Expenditures. Permit Consolidated Gross
Capital Expenditures for any of the fiscal
years set forth below, to exceed the amount
indicated opposite such fiscal year:
Fiscal Year Ending Amount
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December 31, 1999 $120,000,000
December 31, 2000 $120,000,000
December 31, 2001 $125,000,000
To the extent that Consolidated Gross
Capital Expenditures for any fiscal year set
forth above are less than the applicable
amount specified in the table, the
difference may be carried forward to the
next fiscal year (and for this purpose,
Consolidated Gross Capital Expenditures in
any subsequent fiscal year shall be applied,
first, to any such carry-forward amount and,
second, to the specified amount for such
year).
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(m) Sale and Leaseback Transactions.
Enter into, or permit any of its
Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall
sell or transfer any property, real or
personal, used or useful in its business,
whether now owned or hereafter acquired,
which property has been owned by the
Representative and its Subsidiaries for more
than 180 days, and thereafter rent or lease
such property or other property that it
intends to use for substantially the same
purpose or purposes as the property sold or
transferred (each, a "SALE AND LEASEBACK
TRANSACTION"), except for Sale and Leaseback
Transactions the aggregate amount of
Attributable Debt in respect of which does
not exceed $20,000,000 at any time
outstanding.
7. Events of Default. Section 16.1 of the Lease is hereby
amended by (a) deleting the word "or" at the end of Section 16.1(m), (b)
deleting the period at the end of Section 16.1(n) and replacing same with a
semi-colon and (c) adding the following Sections 16.1(o) and (p) at the end
thereof:
(o) any of the Additional Mortgages or Assignment of
Additional Mortgages shall at any time after the date on which
same are executed and delivered fail to create or assign Liens
in favor of the parties intended thereunder and in the
priorities intended thereunder; or
(p) the terms of the Final Settlement shall require
payments by the Representative and its Subsidiaries to the
United States Federal government and agencies and
instrumentalities thereof (I) in the aggregate in excess of
$225,000,000, (ii) up-front in excess of $30,000,000 or (iii)
with a final maturity of less than eight (8) year.;"
8. Effective Date. Subject to Section 10 below, this Amendment
shall be effective and the Participation Agreement and Lease amended as of
September 30, 1999, as if entered into on such date.
9. Representations and Warranties. To induce the
Administrative Agent, the Agent Lessor and the Participants to execute and
deliver this Amendment (which representations shall survive the execution and
delivery of this Amendment), each of the Beverly Entities that is a party hereto
represents and warrants to each of the Administrative Agent, the Agent Lessor
and the Participants that:
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(a) this Amendment has been duly authorized, executed
and delivered by it and this Amendment constitutes the legal, valid and
binding obligation, contract and agreement of such Beverly Entity
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Participation Agreement, as amended by this
Amendment, constitutes the legal, valid and binding obligation,
contract and agreement of such Beverly Entity enforceable against it in
accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the execution, delivery and performance by such
Beverly Entity of this Amendment (i) has been duly authorized by all
requisite corporate action and, if required, shareholder action, (ii)
does not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (l) any
provision of law, statute, rule or regulation or its certificate of
incorporation or bylaws, (2) any order of any court or any rule,
regulation or order of any other agency or government binding upon it,
or (3) any provision of any material indenture, agreement or other
instrument to which it is a party or by which its properties or assets
are or may be bound, including, without limitation, the Morgan Credit
Agreement, or (B) result in a breach or constitute (alone or with due
notice or lapse of time or both) a default under any indenture,
agreement or other instrument referred to in clause (iii)(A)(3) of this
subsection (c);
(d) as of the date hereof and after giving effect to
this Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) all the representations and warranties contained
in Section 8.2 of the Participation Agreement (after giving effect to
this Amendment) are true and correct in all material respects with the
same force and effect as if made by such Beverly Entity on and as of
the date hereof.
10. Conditions to Effectiveness of this Amendment. This
Amendment shall not become effective until, and shall become effective when,
each and every one of the following conditions shall have been satisfied to the
satisfaction of the Agent Lessor, the Administrative Agent and each Participant
(the conditions precedent are for the benefit of the Agent Lessor, the
Administrative Agent and each Participant only):
(i) The Agent Lessor, the
Administrative Agent and the
Participants shall have received
executed counterparts of this
Amendment, duly executed by the
Beverly Entities party hereto;
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(ii) The Agent Lessor, the
Administrative Agent and the
Participants shall have received
evidence satisfactory to them that
the Morgan Credit Agreement has been
amended in form and substance
satisfactory to the Administrative
Agent, the Agent Lessor and the
Participants;
(iii) The representations and
warranties of the Beverly Entities
set forth in Section 8 hereof are
true and correct on and with respect
to the date hereof; and
(iv) The Administrative Agent shall
have received a fee for the account
of the Participants in connection
with the Participants' agreement to
the terms of this Amendment equal to
.20% multiplied by each
Participant's Commitment.
Upon receipt of all of the foregoing, this Amendment shall become
effective.
11. Payment of Fees and Expenses. The Representative agrees to
pay upon demand, the reasonable fees and expenses of Mayer, Brown & Platt,
counsel to the Lessors, in connection with the negotiation, preparation,
approval, execution and delivery of this Amendment and all reasonable fees and
expenses attendant to any filing, registration, recording or perfection of any
Lien contemplated hereby.
12. Effect of Amendment. The Parties agree that upon the
effectiveness of this Amendment as provided in Section 10 except as amended
hereby or hereafter, the Participation Agreement and any and all other
agreements, documents, certificates and other instruments executed in connection
therewith shall remain in full force and effect in accordance with their terms,
and any reference to the Participation Agreement shall be deemed to be a
reference to the Participation Agreement as amended by this Amendment.
13. Amendment to Schedules and Exhibits. Schedule V-1 and
Exhibits I and J shall be added to the Participation Agreement in the forms
attached hereto
14. Counterparts. This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
15. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
BEVERLY ENTERPRISES, INC., as
Representative, Construction Agent,
Parent Guarantor and a Lessee
By
--------------------------------------
Name:
Title:
BANK OF MONTREAL, as Arranger,
Administrative Agent and as a Lender
By
--------------------------------------
Name:
Title:
BANK OF MONTREAL GLOBAL CAPITAL
SOLUTIONS, INC., as Agent Lessor and as
a Lessor
By
--------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as
a Lender
By
--------------------------------------
Name:
Title:
TORONTO-DOMINION (TEXAS), INC., as a
Lender
By
--------------------------------------
Name:
Title:
S-1
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as a Lender
By
--------------------------------------
Name:
Title:
VANTAGE HEALTHCARE CORPORATION, as
Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
PETERSEN HEALTH CARE, INC., as Lessee
and Structural Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY SAVANA CAY MANOR, INC., as
Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY ENTERPRISES - GEORGIA, INC., as
Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
S-2
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BEVERLY ENTERPRISES - CALIFORNIA, INC.,
as Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY ENTERPRISES - ARKANSAS, INC., as
Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY ENTERPRISES - FLORIDA, INC., as
Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY HEALTH AND REHABILITATION
SERVICES, INC., as Lessee and Structural
Guarantor
By
--------------------------------------
Name:
Title:
BEVERLY ENTERPRISES - WASHINGTON, INC.,
as Lessee and Structural Guarantor
By
--------------------------------------
Name:
Title:
S-3
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Schedule V-1
Additional Properties
FACILITY # FACILITY NAME CITY COUNTY STATE
- ---------- ------------- ---- ------ -----
2272 Lincoln Hills Health Care Tell City Perry IN
2046 Fontanbleu Nursing Center Bloomington Monroe IN
3678 Woodland Convalescent Center Newburgh Warrick IN