EXHIBIT 99.1
AMENDMENT NO. 5 AND WAIVER
AMENDMENT NO. 5 AND WAIVER (this "Amendment") dated as of June 3, 2003,
under the $120,000,000 Credit Agreement dated as of April 20, 2001 (as
heretofore amended, the "Credit Agreement") among KINDRED HEALTHCARE OPERATING,
INC. (formerly named Vencor Operating, Inc.) (the "Borrower"), KINDRED
HEALTHCARE, INC. (formerly named Vencor, Inc.) ("Kindred"), the LENDERS, the
SWINGLINE BANK and the LC ISSUING BANKS party thereto, JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank, successor-by-merger to ▇▇▇▇▇▇ Guaranty Trust
Company of New York), as Administrative Agent and Collateral Agent, and GENERAL
ELECTRIC CAPITAL CORPORATION, as Documentation Agent and Collateral Monitoring
Agent.
W I T N E S S E T H:
WHEREAS, the Borrower has informed the Agents and the Lenders that (a)
the Borrower and Kindred have entered into an Agreement for Sale of Real Estate
and Master Lease Amendments dated as of May 14, 2003 (the "Ventas Agreement")
with Ventas Realty, Limited Partnership ("Ventas Realty") pursuant to which
agreement the Borrower and Kindred have agreed, subject to certain conditions,
to purchase (the "Ventas Facilities Purchase") from Ventas Realty the Healthcare
Facilities listed on Part I of Schedule A hereto (the "Ventas Florida
Facilities") and on Part II of Schedule A hereto (the "Ventas Texas Facility"
and, together with the Ventas Florida Facilities, the "Ventas Facilities") for
aggregate consideration (the "Ventas Facilities Purchase Consideration")
comprising a cash payment of approximately $59,679,000, a termination fee of
approximately $4,115,000 and a rent increase on certain other properties of
approximately $44,000,000 (in net present value terms), (b) the Borrower
proposes to effect the purchase of the Ventas Facilities through two Restricted
Subsidiaries (Kindred Nursing Centers South, LLC ("Kindred South"), in the case
of the Ventas Florida Facilities, and Kindred Nursing Centers North, LLC
("Kindred North" and, together with Kindred South, the "Purchasers"), in the
case of the Ventas Texas Facility) and (c) the Borrower, Kindred and Ventas
Realty propose to enter into partial lease termination agreements and lease
amendment agreements (collectively, the "Proposed Master Lease Amendments") with
respect to the Master Lease Agreements pursuant to which the Ventas Facilities
are currently leased by the Borrower to provide for, among other things, the
termination of the relevant Master Lease Agreements as to the Ventas Facilities,
the adjustment of the rent due thereunder and certain modifications to the
reporting responsibilities of the Borrower and/or Kindred, all as more fully set
forth in Exhibits I-1 through I-5 to the Ventas Agreement;
WHEREAS, the Borrower has also informed the Agents and the Lenders that,
following the consummation of the Ventas Facilities Purchase, the Borrower
proposes to (a) sell the Ventas Florida Facilities and the Healthcare Facilities
listed on Part III of Schedule A hereto (the "Owned Facilities") to Senior
Health Management LLC or to one or more of its nominees ("SHM"), which sale may
be effected by means of a sale of the Borrower's Equity Interests in the
Restricted Subsidiaries that then own such facilities (including, without
limitation, Kindred South), for aggregate cash consideration of approximately
$62,500,000 payable at the closing of such sale (the "Proposed SHM Facility
Sale"), (b) sublease the Healthcare Facility listed on Part IV of Schedule A
hereto (the "Sublease Facility") to SHM on terms (including rental payment
terms) substantially similar to the terms on which the Borrower currently leases
such Healthcare Facility from Fairhaven South, Inc., such sublease to terminate
on June 30, 2006 (the "Proposed Sublease"), (c) sell the personal property,
inventory and certain other operating assets associated with the Ventas Florida
Facilities, the Owned Facilities and the Sublease Facility to SHM for aggregate
cash consideration of approximately $2,500,000 payable at the closing of such
sale (the "Proposed SHM Personal Property Sale"), (d) transfer certain employee
obligations to SHM for a purchase price reduction of approximately $3,000,000 at
closing, (e) sell the Accounts relating to the Ventas Florida Facilities, the
Owned Facilities and the Sublease Facility to SHM for aggregate cash
consideration of approximately $10,000,000 payable at the closing of such sale
and further consideration equal to 85% of any amounts collected in excess of
$10,000,000 over the two years following the closing of such sale (collectively,
the "Proposed SHM Accounts Sale") and (f) consummate the transactions described
in the preceding provisions of this paragraph by June 30, 2003 (or, if such
transactions are not consummated by such date, enter into interim leases (the
"Proposed SHM Interim Leases") of the Ventas Florida Facilities and the Owned
Facilities with SHM, which leases will be for aggregate annual rental payments
of approximately $8,684,000 and have terms ending on the earlier of the date
such sale transactions are consummated and June 30, 2004); and
WHEREAS, the Borrower has further informed the Agents and the Lenders
that, following the consummation of the Ventas Facilities Purchase, the Borrower
proposes to (a) sell the Ventas Texas Facility to Southwest L.T.C. Management,
Inc. or to one or more of its affiliates ("SLTCM"), which sale may be effected
by means of a sale of the Borrower's Equity Interests in Kindred North, for
aggregate cash consideration of approximately $4,500,000 payable at the closing
of such sale (the "Proposed SLTCM Facility Sale"), (b) sell the personal
property, inventory and certain other operating assets associated with the
Ventas Texas Facility to SLTCM (the "Proposed SLTCM Personal Property Sale"),
(c) sell the Accounts relating to the Ventas Texas Facility to SLTCM for
aggregate cash consideration payable at closing equal to approximately 50% of
the
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gross receivables as of the date of closing of such sale and 85% of any amounts
collected in excess of the amount paid at closing over the two years following
the closing of such sale (collectively, the "Proposed SLTCM Accounts Sale") and
(d) consummate the transactions described in the preceding provisions of this
paragraph by September 30, 2003 (or, if such transactions are not consummated by
such date, continue the lease of the Ventas Texas Facility with SLTCM (the
"Proposed SLTCM Interim Lease") until such transactions are consummated, which
lease will be entered into on July 1, 2003 (unless such transactions have been
consummated by such date) for a term of up to 18 months and for an aggregate
rental payment of approximately $21,000 per month);
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Definitions. The definition of "Commitment Fee
Rate" in Section 1.01 of the Credit Agreement is amended by replacing the
reference to "0.50%" with "0.75%".
SECTION 3. Mandatory Commitment Reductions; Prepayment of Loans. The
Required Lenders hereby agree that, notwithstanding anything in Section 2.11(a)
or clause (iii) of Section 7.03(d) of the Credit Agreement or Section 5(j) of
the Security Agreement to the contrary, the Borrower (a) shall be required to
deposit the Net Cash Proceeds of the Proposed SHM Facility Sale, the Proposed
SHM Personal Property Sale, the Proposed SLTCM Facility Sale and the Proposed
SLTCM Personal Property Sale in a Collateral Account and, if applicable, and to
the extent set forth in Section 2.11(a) of the Credit Agreement, a Senior
Secured Collateral Account, only to the extent that the aggregate amount of such
Net Cash Proceeds exceeds $60,000,000; provided that the remaining Net Cash
Proceeds of such transactions are applied towards the Approved Prepayments (as
defined below) and (b) shall not be required to deposit any Net Cash Proceeds of
the Proposed SHM Accounts Sale or the Proposed SLTCM Accounts Sale in a
Collateral Account. For the avoidance of doubt, the Required Lenders hereby
agree that the Commitments will not be reduced solely as a result of the
Borrower making the Approved Prepayments.
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SECTION 4. Future Assets to be Added to the Collateral. The Required
Lenders hereby waive compliance by the Borrower with the provisions of Section
5.08(b) of the Credit Agreement to the extent (but solely to the extent) that
such provisions require the Borrower to cause one or more of the Ventas
Facilities to be added to the Collateral; provided that if either the Proposed
SHM Facility Sale or the Proposed SLTCM Facility Sale is not consummated by
December 31, 2003, then the Borrower shall, and shall cause its Restricted
Subsidiaries (including Kindred South and/or Kindred North) to, execute and
deliver with respect to each Ventas Facility the sale of which is not
consummated, a mortgage or similar instrument, lenders' title insurance policy
(or substitution lenders' title insurance policy), fixture filing and local
counsel opinion as reasonably requested by the Administrative Agent or the
Collateral Agent, together with evidence, in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent, that any
ground lessor consent required to give effect to any transaction contemplated by
this proviso has been obtained and that any documentary or other tax or charge
payable in connection with any transaction contemplated by this proviso has been
paid.
SECTION 5. Fixed Charge Coverage Ratio (EBITDAR). The table appearing in
Section 6.01(a) of the Credit Agreement is amended and restated in its entirety
to read as follows:
PERIOD RATIO
--------------------------------------------------------------------
June 30, 2001 through December 31, 2001 1.14 to 1
March 31, 2002 through March 31, 2003 1.25 to 1
June 30, 2003 through March 31, 2004 1.00 to 1
June 30, 2004 1.10 to 1
September 30, 2004 1.15 to 1
December 31, 2004 1.25 to 1
March 31, 2005 and thereafter 1.35 to 1
SECTION 6. Total Leverage Ratio. The table appearing in Section 6.02(a)
of the Credit Agreement is amended and restated in its entirety to read as
follows:
PERIOD RATIO
--------------------------------------------------------------------
June 30, 2001 through December 31, 2001 6.60 to 1
January 1, 2002 through September 30, 2002 6.40 to 1
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October 1, 2002 through December 31, 2002 6.25 to 1
January 1, 2003 through March 31, 2003 6.60 to 1
April 1, 2003 through December 31, 2003 8.00 to 1
January 1, 2004 through March 31, 2004 7.75 to 1
April 1, 2004 through June 30, 2004 7.50 to 1
July 1, 2004 through September 30, 2004 6.75 to 1
October 1, 2004 through December 31, 2004 6.50 to 1
January 1, 2005 through December 31, 2005 6.25 to 1
January 1, 2006 and thereafter 5.75 to 1
SECTION 7. Minimum EBITDAR. Schedule 12 attached hereto is substituted
for Schedule 12 to the Credit Agreement.
SECTION 8. Minimum Consolidated Net Worth. The table appearing in
Section 6.04 of the Credit Agreement is amended and restated in its entirety to
read as follows:
QUARTERLY MEASUREMENT DATE AMOUNT
-------------------------------------------------------------------------
June 30, 2001 $ 378,797,000
September 30, 2001 $ 385,470,000
December 31, 2001 $ 399,125,000
March 31, 2002 $ 500,000,000
June 30, 2002 $ 510,000,000
September 30, 2002 $ 520,200,000
December 31, 2002 $ 530,604,000
March 31, 2003 $ 522,200,000
June 30, 2003 $ 469,926,000
September 30, 2003 $ 454,935,000
December 31, 2003 $ 430,822,000
March 31, 2004 $ 426,421,000
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June 30, 2004 $ 428,087,000
September 30, 2004 $ 432,603,000
December 31, 2004 $ 445,049,000
March 31, 2005 $ 452,036,000
June 30, 2005 $ 461,744,000
September 30, 2005 $ 470,419,000
December 31, 2005 $ 482,033,000
March 31, 2006 $ 488,895,000
SECTION 9. Consolidations, Mergers and Asset Sales; Limitation on Sale
or Issuance of Equity Interests of Restricted Subsidiaries. (a) The Required
Lenders, pursuant to Section 7.03(a)(iii)(C) of the Credit Agreement and for
purposes of Section 5(j) of the Security Agreement, hereby consent to the
Proposed SHM Facility Sale, the Proposed SHM Interim Leases, the Proposed SHM
Personal Property Sale, the Proposed SHM Accounts Sale, the Proposed SLTCM
Facility Sale, the Proposed SLTCM Interim Lease, the Proposed SLTCM Accounts
Sale, the Proposed SLTCM Personal Property Sale and the Proposed Sublease, in
each case, on terms substantially similar to those set forth in the recitals
hereto.
(b) The Required Lenders hereby waive compliance by the Borrower
with the provisions of Section 7.03(d) of the Credit Agreement (other than
clause (iii) thereof, except to the extent set forth in Section 3 hereof) and
the provisions of Section 7.06 of the Credit Agreement, in each case, to the
extent (but only to the extent) necessary to permit the Borrower and the
Purchasers to enter into and consummate the Proposed SHM Facility Sale, the
Proposed SHM Interim Leases, the Proposed SHM Personal Property Sale, the
Proposed SHM Accounts Sale, the Proposed SLTCM Facility Sale, the Proposed SLTCM
Interim Lease, the Proposed SLTCM Accounts Sale, the Proposed SLTCM Personal
Property Sale and the Proposed Sublease, in each case, on terms substantially
similar to those set forth in the recitals hereto.
SECTION 10. Limitations on Acquisitions and Investments. The Required
Lenders hereby (a) waive compliance by the Borrower with the provisions of
Section 7.08 of the Credit Agreement to the extent (but only to the extent)
necessary to permit the consummation of the Ventas Facilities Purchase and (b)
agree that no portion of the basket provided for in Section 7.08(b)(ii) of the
Credit Agreement shall be deemed to be utilized by the payment of the Ventas
Facilities
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Purchase Consideration; provided that at the time of, and immediately after
giving effect to, the Ventas Facilities Purchase, no Default shall have occurred
and be continuing.
SECTION 11. No Modification of Certain Documents Without Consent. (a)
The Required Lenders hereby waive compliance by the Borrower and Kindred with
the provisions of Section 7.12(c) of the Credit Agreement to the extent (but
only to the extent) necessary to permit the Proposed Master Lease Amendments.
(b) The Required Lenders hereby waive compliance by the Borrower and
Kindred with the provisions of Section 7.12(d) of the Credit Agreement to the
extent (but only to the extent) necessary to permit the Borrower and Kindred to
enter into amendments to the Senior Secured Credit Agreement that will require
the Approved Prepayments.
SECTION 12. No Voluntary Prepayments of Other Debts. The Required
Lenders hereby waive compliance by the Borrower with the provisions of Section
7.15 of the Credit Agreement to the extent (but only to the extent) necessary to
permit the Borrower to agree to be obligated to prepay, and to prepay, loans
under the Senior Secured Credit Agreement (together with accrued interest on the
principal amount prepaid to the date of prepayment) (the "Approved
Prepayments"): (a) on the earliest to occur of (x) the second Business Day
following the date on which the Proposed SHM Facility Sale is consummated, (y)
the second Business Day following the date on which the Proposed SLTCM Facility
Sale is consummated and (z) December 31, 2003, in an aggregate principal amount,
if such prepayment is pursuant to clause (x) or (y), not exceeding the lesser of
(i) $60,000,000 and (ii) the Net Cash Proceeds of such event, or in an aggregate
principal amount, if such prepayment is pursuant to clause (z), not exceeding
$60,000,000 and (b) on the second to occur of the events referred to in clauses
(x), (y) and (z) above (but no later than December 31, 2003), in an aggregate
principal amount not exceeding $60,000,000 less the aggregate principal amount
of the prepayment pursuant to clause (a) above; provided that at the time of,
and immediately after giving effect to, each such prepayment (x) no Default
shall have occurred and be continuing and (y) no Loans or Swingline Loans shall
be outstanding.
SECTION 13. Release of Liens. The Borrower and the Required Lenders
hereby agree that:
(a) contemporaneously with the closing of the Proposed SHM Facility
Sale, pursuant to Section 7.02 of each of the applicable Mortgages, the Ventas
Florida Facilities and the Owned Facilities shall be deemed to have been
automatically released from the Lien of such Mortgage; provided that such
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releases shall not extend to any cash or other proceeds received by the Borrower
or any of its Restricted Subsidiaries in connection with the consummation of any
such transaction;
(b) contemporaneously with the closing of the Proposed SHM Personal
Property Sale and the Proposed SHM Accounts Sale, pursuant to Section 2.18 of
the Credit Agreement and Section 5(j) and Section 18 of the Security Agreement,
the property sold pursuant to the Proposed SHM Personal Property Sale and the
Accounts sold pursuant to the Proposed SHM Accounts Sale shall, in each case, be
deemed to have been automatically released from the Security Interests of the
Security Agreement; provided that such releases shall not extend to any cash or
other proceeds received by the Borrower or any of its Restricted Subsidiaries in
connection with the consummation of any such transaction;
(c) contemporaneously with the closing of the Proposed SLTCM
Facility Sale, pursuant to Section 7.02 of the applicable Mortgage, the Ventas
Texas Facility shall be deemed to have been automatically released from the Lien
of such Mortgage; provided that such release shall not extend to any cash or
other proceeds received by the Borrower or any of its Restricted Subsidiaries in
connection with the consummation of any such transaction;
(d) contemporaneously with the closing of the Proposed SLTCM
Personal Property Sale and the Proposed SLTCM Accounts Sale, pursuant to Section
2.18 of the Credit Agreement and Section 5(j) and Section 18 of the Security
Agreement, the property sold pursuant to the Proposed SLTCM Personal Property
Sale and the Accounts sold pursuant to the Proposed SLTCM Accounts Sale shall,
in each case, be deemed to have been automatically released from the Security
Interests of the Security Agreement; provided that such releases shall not
extend to any cash or other proceeds received by the Borrower or any of its
Restricted Subsidiaries in connection with the consummation of any such
transaction; and
(e) the Administrative Agent and the Collateral Agent are authorized
and directed to (i) execute and deliver all release documents reasonably
requested and which are reasonably satisfactory to it to evidence any such
release (without the requirement of consent from any Lender) and (ii) execute
and deliver any consents, agreements or other instruments requested and which
are reasonably satisfactory to it to give effect to the Ventas Facilities
Purchase and the Proposed Master Lease Amendments (without the requirement of
consent from any Lender), in each case, all at the Borrower's sole cost and
expense.
SECTION 14. Notifications. The Borrower hereby agrees to notify the
Administrative Agent, promptly upon the occurrence thereof, of the
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consummation of (a) the Ventas Facilities Purchase, (b) the Proposed SHM
Facility Sale and (c) the Proposed SLTCM Facility Sale.
SECTION 15. Representations Correct; No Default. Kindred and the
Borrower each represents and warrants that (i) the representations and
warranties contained in the Financing Documents are true as though made on and
as of the date hereof and will be true on and as of the Amendment Effective Date
as though made on and as of such date and (ii) no Default has occurred and is
continuing on the date hereof and no Default will occur or be continuing on the
Amendment Effective Date.
SECTION 16. Counterparts; Effectiveness. (a) This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
(b) This Amendment shall become effective as of the date hereof on
the date (the "Amendment Effective Date") when the Administrative Agent shall
have received duly executed counterparts hereof signed by Kindred, the Borrower
and the Required Lenders (or, in the case of any Lender as to which an executed
counterpart shall not have been received, the Administrative Agent shall have
received facsimile or other written confirmation from such party of execution of
a counterpart hereof by such Lender).
(c) No later than the first Business Day after the Fee Determination
Date (as defined below), the Borrower shall pay the Administrative Agent, in
immediately available funds for the account of each Lender that has evidenced
its agreement hereto as provided in clause (b) by 2:00 P.M. (New York City time)
on the later of (i) June 13, 2003 and (ii) the date the Administrative Agent
issues a notice to the Lenders saying this Amendment has become effective (such
later date, the "Fee Determination Date"), an amendment fee in an amount equal
to 0.50% of such Lender's Commitment (as in effect on the opening of business on
the date of this Amendment).
(d) Except as expressly set forth herein, the waivers and amendments
contained herein shall not constitute a waiver or amendment of any term or
condition of the Credit Agreement or any other Financing Document, and all such
terms and conditions shall remain in full force and effect and are hereby
ratified and confirmed in all respects.
SECTION 17. 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 hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
KINDRED HEALTHCARE OPERATING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
KINDRED HEALTHCARE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
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LENDERS
JPMORGAN CHASE BANK, as Administrative
Agent and as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇, III
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇, III
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: DULY AUTHORIZED SIGNATORY
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF
▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL
SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VICE PRESIDENT
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: SENIOR VICE PRESIDENT
FOOTHILL INCOME TRUST II, L.P.
By:
-----------------------------------
Name:
Title:
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SCHEDULE A
PART I
Waldemere Place
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 117, Master Lease Agreement No. 1
Healthcare and Rehabilitation of ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 124, Master Lease Agreement No. 3
Titusville Rehabilitation & Nursing Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 125, Master Lease Agreement No. 2
Windsor ▇▇▇▇▇ Rehabilitation & Healthcare Center
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility ▇▇. ▇▇▇/▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇
▇▇▇ ▇▇▇▇▇▇ Nursing Pavilion
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility ▇▇. ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 268, Master Lease Agreement No. 4
Carrollwood Care Center
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 372, Master Lease Agreement No. 3
Evergreen ▇▇▇▇▇ Health & Rehabilitation Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 637, Master Lease Agreement No. 4
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Rehabilitation & Healthcare Center of Tampa
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 836, Master Lease Agreement No. 2
Rehabilitation and Healthcare Center of Cape Coral
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 837, Master Lease Agreement No. 2
Casa ▇▇▇▇ Rehabilitation & Extended Care
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 1217, Master Lease Agreement No. 2
Kindred Rehabilitation & Nursing Center of Broward
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 1218, Master Lease Agreement No. 4
Highland Pines Rehabilitation & Nursing Center
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 1220, Master Lease Agreement No. 3
Pompano Rehabilitation & Nursing Center
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facility No. 1232, Master Lease Agreement No. 4
The Abbey Rehabilitation & Nursing Center
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Facility No. 1233, Master Lease Agreement ▇▇. ▇
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Facility No. 1234, Master Lease Agreement No. 4
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PART III
The Rehabilitation Center of the Palm Beaches
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Boca Raton Rehabilitation Center
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PART IV
The Oaks at Avon
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SCHEDULE 12
MINIMUM CONSOLIDATED EBITDAR
QUARTERLY MEASUREMENT DATE AMOUNT
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June 30, 2001 $ 383,000,000
September 30, 2001 $ 382,000,000
December 31, 2001 $ 384,000,000
March 31, 2002 $ 386,000,000
June 30, 2002 $ 389,000,000
September 30, 2002 $ 391,000,000
December 31, 2002 $ 393,000,000
March 31, 2003 $ 356,700,000
June 30, 2003 $ 295,050,000
September 30, 2003 $ 292,593,000
December 31, 2003 $ 292,110,000
March 31, 2004 $ 300,258,000
June 30, 2004 $ 319,063,000
September 30, 2004 $ 345,597,000
December 31, 2004 $ 367,017,000
March 31, 2005 $ 395,460,000
June 30, 2005 $ 408,156,000
September 30, 2005 $ 405,367,000
December 31, 2005 $ 406,022,000
March 31, 2006 $ 409,359,000
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