Exhibit 10.12 E X E C U T E D Brier Oak Convalescent Lease LEASE AGREEMENT by and among BERNARD BUBMAN, ARNOLD & ELAINE FRIEDMAN AS TRUSTEES FOR THE ARNOLD & ELAINE FRIEDMAN FAMILY TRUST OF SEPTEMBER 7TH, 1993, IRENE WEISS AND SUNSET MOTEL AND...Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
EXHIBIT 10.49 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is dated as of April 16, 1998, by and among Fountain View, Inc., a Delaware corporation (the "Borrower"), and the other parties executing this Agreement under the heading...Pledge Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
MONUMENT HILL GENERAL WARRANTY DEEDOption Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
EXHIBIT 10.50 SECURITY AGREEMENT This Security Agreement (the "Agreement") is dated as of April 16, 1998, by and among Fountain View, Inc., a Delaware corporation (the "Borrower"), and the other parties executing this Agreement under the heading...Security Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
LEASELease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
LEASE AGREEMENT ---------------Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
EXHIBIT 10.40 EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
LEASE forSycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities
LEASE -----Sycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities
EXHIBIT 10.44 AMENDMENT NO. 1 TO FOUNTAIN VIEW, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
WITNESSETH:Guaranty Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
Recitals --------Sublease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Arizona
LEASESycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities • California
EXHIBIT 10.39 EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
INDENTURESycamore Park Convalescent Hospital • August 5th, 1998 • Services-skilled nursing care facilities • New York
EXHIBIT 1.1 FOUNTAIN VIEW, INC. 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENT ------------------Purchase Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • New York
EXHIBIT 10.45 AMENDMENT NO. 1 TO FOUNTAIN VIEW, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
LEASE LEASE AGREEMENT ---------------Lease Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Texas
EXHIBIT 10.47 CREDIT AGREEMENT DATED AS OF APRIL 16, 1998,Credit Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Illinois
BY - LAWS --------- OF --Sycamore Park Convalescent Hospital • August 5th, 1998 • Services-skilled nursing care facilities
GROUND LEASE ------------Sycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities
EXHIBIT 10.41 EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
Exhibit 5.1 CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 August 25, 1998 Fountain View, Inc. 11900 W. Olympic...Sycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities
Recording Requested by ) Law Offices of Gary W. Sanders ) 500 North State College Boulevard ) Suite 1220 ) Orange, California 92668 ) (714) 634-4211 ) __ ______________________________________________________________________________ Space above line...Assignment and Agreement • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 August 25, 1998Sycamore Park Convalescent Hospital • August 25th, 1998 • Services-skilled nursing care facilities
You have requested our opinion regarding the discussion of the material United States federal income tax considerations under the heading "Material Federal Income Tax Consequences" in the Prospectus (the "Prospectus") included in the Registration Statement on Form S-4, File No. 333-57279 (as amended, the "Registration Statement"), filed by Fountain View, Inc., a Delaware corporation (the "Company') on August 5, 1998 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus relates to the offer, made by the Company, to exchange an aggregate amount at maturity of up to $120,000,000 of the 11 1/4% Senior Subordinated Notes Due 2008 of the Company (the "Exchange Notes") for a like principal amount of the Company's issued and outstanding 11 1/4% Senior Subordinated Notes Due 2008, previously sold pursuant to Rule 144A (the "Outstanding Notes"). This opinion is delivered in accordance with the requiremen
CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860 September 4, 1998Sycamore Park Convalescent Hospital • September 4th, 1998 • Services-skilled nursing care facilities
EXHIBIT 10.42 PROMISSORY NOTE AND PLEDGE AGREEMENT ------------------------------------Promissory Note and Pledge Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
Warrant -------Sycamore Park Convalescent Hospital • August 5th, 1998 • Services-skilled nursing care facilities • Delaware
AGREEMENT OFVehicle Lease Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Delaware
EXHIBIT 10.36 INVESTMENT AGREEMENT --------------------Investment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
Investor Securities Purchased Consideration -------- -------------------- ------------- Baylor 9,873 shares of Series A $10,000,000 Preferred Stock and Warrants to purchase 54,999 shares of Series C Common Stock Buckner 2,469 shares of Series A $...Investment Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities
CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860Sycamore Park Convalescent Hospital • September 4th, 1998 • Services-skilled nursing care facilities
You have requested our opinion regarding the discussion of the material United States federal income tax considerations under the heading "Material Federal Income Tax Consequences" in the Prospectus (the "Prospectus") included in the Registration Statement on Form S-4, File No. 333-57279, originally filed by Fountain View, Inc., a Delaware corporation (the "Company") on June 19, 1998 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus relates to the offer made by the Company to exchange an aggregate amount at maturity of up to $120,000,000 of the 11 1/4% Senior Subordinated Notes Due 2008 of the Company (the "Exchange Notes") for a like principal amount of the Company's issued and outstanding 11 1/4% Senior Subordinated Notes Due 2008, previously sold pursuant to Rule 144A (the "Outstanding Notes"). This opinion is delivered in accordance with the re
EXHIBIT 10.38 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • August 5th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • Massachusetts
TERM NOTESycamore Park Convalescent Hospital • August 5th, 1998 • Services-skilled nursing care facilities
Between DOUGLAS EMMETT JOINT VENTURE, a California general partnership as Landlord and THE FOUNTAIN VIEW MANAGEMENT GROUP, a California corporation as Tenant Dated February 1, 1995 OFFICE LEASE BASIC LEASE INFORMATION Date: February 1, 1995Office Lease • August 25th, 1998 • Sycamore Park Convalescent Hospital • Services-skilled nursing care facilities • California
