EXHIBIT 2.2.2
THE NATIONAL BENEVOLENT ASSOCIATION OF THE CHRISTIAN CHURCH
(DISCIPLES OF ▇▇▇▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
March 9, 2005
Fortress NBA Acquisition, LLC
c/o Fortress Investment Group LLC
1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter agreement (this "amendment") reflects the agreement and
understanding among The National Benevolent Association of the Christian Church
(Disciples of ▇▇▇▇▇▇) (the "NBA") and the undersigned affiliated companies
thereof (collectively, the "Sellers") and Fortress NBA Acquisition, LLC
("Purchaser") and Fortress Investment Fund II LLC ("Guarantor") regarding
amendment of the Asset Purchase Agreement, dated as of September 3, 2004, among
such parties (the "Agreement"). Capitalized terms used herein and not defined
herein have the meanings provided by the Agreement.
1. The parties acknowledge that (i) certain regulatory consents, approvals
and/or licenses are required to be obtained and certain notices to Governmental
Authorities are required to be given as a condition precedent to the
consummation by the parties of the Contemplated Transactions, as more
particularly referred to in paragraph 2 below (collectively, the "Regulatory
Approvals / Notices"), (ii) as indicated in paragraph 2, certain of the
Regulatory Approvals / Notices may not be obtained and/or given before March 31,
2005, the date provided by Sections 8.01(d)(v) and 8.01(e)(iii) of the Agreement
as the earliest date when, if the Closing has not yet occurred, either Sellers
or Purchaser, each in their respective discretion and upon delivery of the
requisite notice provided by Section 8.02 of the Agreement, has the right to
terminate the Agreement (with the effects provided thereby), and (iii) pursuant
to Section 2.10 of the Agreement, on the other terms and conditions provided by
the Agreement, Sellers have the right (but not the obligation) to require the
consummation of the Contemplated Transactions at a Closing as to all the
Facilities as to which the Regulatory Approvals / Notices have been obtained
and/or given even though the Regulatory Approvals / Notices with respect to one
or more Non-Essential Facilities, including the NBA Oklahoma Christian
Retirement Community Facility (the "Oklahoma Facility") and the NBA California
Christian Home Facility (the "California Facility"), have not yet been obtained
and/or given.
2. The parties acknowledge that the Regulatory Approvals / Notices to be
obtained or given by the parties are identified on SCHEDULE 3.03(a) of the
Agreement, as revised by the parties in accordance with Section 5.04 of the
Agreement since the execution and delivery of the Agreement, and Schedule
3.03(a) as attached hereto has been annotated by the parties to reflect, to the
parties' knowledge, the notices given, approvals or licenses received and
applied for and certain other information regarding the approval or licensing
process as of the date hereof. Among the Regulatory Notices which remain to be
given are, as specified on said Schedule 3.03, certain advance notices of the
Closing Date as may be required for the issuance of certain licenses included
among the Regulatory Approvals (the "Closing Notices"). Neither Sellers nor
Purchaser has received any written notification from any applicable Governmental
Authority that any Regulatory Approval not yet received, as indicated on said
Schedule 3.03, will not be granted on or prior to May 16, 2005. Each of Sellers
and Purchaser shall promptly provide to any Governmental Authority from which it
has obtained or to which it has given a Regulatory Approval / Notice any
supplemental information respecting this amendment of the Agreement that may be
required by Applicable Law or hereafter requested by a Governmental Authority.
3. In recognition of the foregoing and in order to help assure the
consummation of the Contemplated Transactions as to all the Facilities as soon
as practicable, and notwithstanding anything to the contrary in the Agreement,
the parties hereby agree as follows:
A. Each party shall use its commercially reasonable efforts to give
or obtain the remaining Regulatory Approvals / Notices that have not yet been
given or obtained as soon as practicable.
B. The Closing shall take place, as otherwise provided by the
Agreement (including, as pertinent, the reduction in the Purchase Price provided
by Section 2.10 of the Agreement), as to all the Facilities as to which the
Regulatory Approvals / Notices have been obtained or given (provided that such
Facilities shall include at least all of the Facilities other than the
California Facility and the Oklahoma Facility) and as to all other Acquired
Assets that are attributable to or otherwise related to such Facilities on March
30, 2005; provided, however, that neither the California Facility nor the
Oklahoma Facility need be included in such Closing if the Regulatory Approval
required therefor has not been received by the close of business on March 25,
2005. The Purchaser shall give such Closing Notices as necessary so as to permit
the Closing as to such Facilities to occur on such date.
C. Subject to paragraph 3.D below, in the event the Closing for a
Facility shall not have taken place on March 30, 2005 in accordance with
paragraph 3.B above, upon the receipt of the requisite Regulatory Approval for
the Closing to take place for such Facility (including the California Facility
or the Oklahoma Facility), the Closing shall take place as to such Facility and
as to all other Acquired Assets that are attributable to or otherwise related to
such Facility, as otherwise provided by the Agreement
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(including payment of the Purchase Price for such Facility provided by Section
2.10), as soon as practicable, but in no event later than five Business Days
after the latest of (i) the date of receipt of the requisite Regulatory Approval
therefor, (ii) March 30, 2005 and (iii) the date of receipt of the last of the
requisite Regulatory Approvals for the Closing for all of the Facilities other
than the California Facility and the Oklahoma Facility (as contemplated by
paragraph 3.B. above); provided, however, that, in the event the conditions for
the Closing to occur on March 30, 2005 as provided by paragraph 3.B above were
not satisfied, the Closing with respect to all the Facilities, including the
California Facility and the Oklahoma Facility (if the Regulatory Approvals /
Notices therefor have been received and given), shall instead occur
simultaneously as soon as practicable, but in no event later than five Business
Days after, the date of receipt of the last of the requisite Regulatory
Approvals for all of the Facilities other than the California Facility and the
Oklahoma Facility but, if the Closing with respect to all the Facilities
referred to in paragraph 3.B. shall not have occurred by May 9, 2005, then, at
the option of Sellers, a Closing shall take place for all the Facilities for
which Regulatory Approvals shall then have been obtained on May 16, 2005
(provided that Regulatory Approvals have been obtained by such date for all
Facilities that are not Non-Essential Facilities) and a Closing with respect to
any other Facility shall be held as soon as practicable after the requisite
Regulatory Approval with respect to such Facility shall have been obtained. For
the avoidance of doubt, it is understood and agreed that (i) under no
circumstances shall Sellers be required to Close the sale of any Facilities
under the Agreement, as amended by this amendment, unless the sale of all the
Facilities other than the California Facility and the Oklahoma Facility are
simultaneously Closing and (ii) under no circumstances shall Purchaser be
required to Close the purchase of any Facilities under the Agreement as amended
by this amendment unless the sale of all the Facilities other than the
Non-Essential Facilities are simultaneously Closing or have previously Closed.
The Purchaser shall give such Closing Notice with respect to a Facility as is
necessary so as to permit the Closing as to such Facility to occur on the date
provided by this paragraph 3.C.
D. In the event the Closing shall not have taken place for all of
the Facilities by May 16, 2005, either Sellers or Purchaser may terminate the
Agreement (with the effects provided thereby) as to their respective obligations
regarding the purchase and sale of the Facilities as to which the Closing has
not yet occurred. Sections 8.01(d)(v) and 8.01(e)(iii) of the Agreement are
hereby amended to substitute May 16, 2005 for March 31, 2005.
E. For purposes of the last sentence of Section 2.01 of the
Agreement, this letter shall be considered to substitute for the requisite
notice by the Sellers of the Anticipated Closing Date and no further notice
regarding the Closing pursuant to such section or, with respect to the Closing
of the Contemplated Transactions referred to in paragraphs 3.B or C. of this
amendment, under any other provision of the Agreement shall be required of
Sellers.
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F. In order to permit Purchaser to be able to prepare in accordance
with generally accepted accounting principles in the U.S. audited financial
statements for all the senior living facilities purchased by Purchaser
("Purchased Facilities") for fiscal years 2002, 2003 and 2004 and comparative
unaudited interim financial statements through Closing ("Purchaser's Facility
Financial Statements") and to permit its auditors to perform an audit thereon in
accordance with the standards of the Public Company Accounting Oversight Board,
Sellers hereby agree, at Purchaser's sole cost and expense, as follows:
1) to permit Purchaser and its auditors to communicate with
Sellers' independents auditors who prepared Sellers'
respective audited financial statements for fiscal years 2002,
2003 and 2004 ("Sellers' Independent Auditors")and to view
their audit work papers; Sellers will request Sellers'
Independent Auditors to cooperate with Purchaser and its
auditors and to provide access to the audit work papers;
2) to the extent not available from employees at the Purchased
Facilities or Sellers Independent Auditors, to provide to
Purchaser and its auditors such information and copies of
financial records and related data (for example, invoices,
cancelled checks, payroll records, supporting analyses) as
Purchaser and its auditors may reasonably request of NBA's
Vice President of Finance / Treasurer or another executive
officer designated by Sellers with knowledge concerning the
financial affairs of the Sellers and the Purchased Facilities
("Sellers' Representatives") to permit Purchaser to prepare
and its auditors to audit the Purchaser's Facility Financial
Statements; provided, however, that, to the extent such
requested information is not reasonably available to Sellers
in the form requested by Purchaser and its auditors, then the
accumulation and preparation of such requested information
will be performed by Consultant (as hereinafter defined);
3) to cause Sellers' Representatives to provide to Purchaser's
auditors a representation letter with respect to Purchaser's
Facility Financial Statements, in a form and substance
substantially similar to what Sellers would have executed and
delivered to their auditors had the Sellers been preparing
such audited financial statements for such time periods with
respect to the Purchased Facilities; it being understood that,
if additional due diligence is required by Sellers in order
for Sellers' Representatives to sign such representation
letters, Consultant shall perform such due diligence as may be
required by Sellers' Representatives to permit Sellers'
Representatives to make such representations, in a form
reasonably satisfactory to Purchaser' auditors, which shall
then be signed by Sellers' Representatives; and
4) to make Sellers' Representatives reasonably available to
Purchaser and its auditors to respond to reasonable inquiries
on matters that cannot be resolved based upon inquiries to
employees at the Purchased Facilities or Sellers' Independent
Auditors; provided, however, that, to the extent that Sellers'
Representatives reasonably determine that a
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response to such inquiry requires a review of financial
records or other due diligence, such review or other due
diligence will be provided by Consultant.
Purchaser agrees that Sellers are, at Purchaser's sole cost and expense,
authorized to retain the services of Huron Consulting Services LLC
("Consultant") to assist it in responding to requests of Purchaser or
Purchaser's auditors. The Sellers will ▇▇▇▇ Purchaser monthly for the costs and
expenses of such Consultant, as well as for time expended by Sellers'
Representatives or any other employee of Sellers in responding to requests of
Purchaser or Purchaser's auditors, which employee time shall be billed to
Purchaser at a mutually agreeable hourly rate and remitted within ten days. In
consultation with Sellers, Purchaser and its auditors and Consultant will
determine the scope of work required by Consultant semi-monthly and agree to a
budget of costs and expenses for that period. To the extent that the actual work
exceeds the budget by 10% or more, the Consultant will provide a reasonably
detailed explanation of the variance to Purchaser. The Sellers shall provide all
financial information reasonably requested by Purchaser that is readily
available to Sellers within five business days after the request and shall
provide all other financial information reasonably requested by Purchaser as
soon as practicable after it becomes available. Purchaser agrees (i) to
indemnify Sellers' Representatives and any other officer or employee of Sellers
providing any representation letter or providing any other responsive
information to Purchaser or its auditors to the fullest extent that the NBA
could have indemnified any such person had that person executed such
representation letter or provided such information otherwise on behalf of NBA,
(ii) to indemnify and hold the Sellers harmless from any and all liability that
may arise as a result of the performance by Sellers or their employees of the
obligations established under this paragraph 3.F., unless arising as a result of
their gross negligence or willful misconduct or based on information provided by
Sellers that was not provided by Sellers in good faith and (iii) to indemnify
the Consultant on the same terms and conditions as provided in its engagement
letter with NBA. The confidentiality obligations of Purchaser contained in the
Confidentiality Agreement referred to in the Agreement shall apply to any
information provided under this paragraph, except to the extent such information
is required to be included in the Purchaser's Facility Financial Statements
(including footnotes thereto) and, in such instances, only to the extent that
such financial statements are required to be delivered by Purchaser to parties
providing debt or equity financing (or in a registration statement for same) to
Purchaser or an Affiliate thereof or to any Governmental Authority having
jurisdiction over Purchaser or an Affiliate thereof. The parties agree that
monetary damages would not be an adequate remedy for a violation of Sellers'
obligations under this paragraph and, in the event of such a violation,
Purchaser may apply for, and Sellers shall not oppose, a decree of specific
performance by Sellers (or any Affiliate or successor thereto) of their
obligations under this paragraph and Purchaser hereby irrevocably waives any
claim it may otherwise have to seek monetary damages against any Seller or any
Affiliate thereof for any such violation.
G. The Agreement is hereby amended by replacing March 31, 2006 and
March 2006 with May 15, 2006 and May 2006 in the penultimate and last sentences
of
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Section 5.12(a) of the Agreement, respectively, with respect to any Facility for
which the Closing does not occur on or prior to March 30, 2005.
H. The parties hereby agree to use their good faith efforts to
correct apportionments, as provided by Section 2.04(b) of the Agreement, with
respect to the Facilities that are part of the Closing that takes place in
accordance with paragraph 3.B. above on the Closing contemplated by paragraph
3.C. above.
I. By its acceptance and agreement below, Guarantor hereby ratifies
and confirms its guaranty under Section 11.17 of the Agreement and any of its
other obligations under the Agreement, as amended, supplemented or otherwise
affected hereby, and acknowledges that such guaranty and any other obligations
under the Agreement remain in full force and effect.
Subject to Bankruptcy Court approval as provided by the next following
paragraph, each Seller hereby represents and warrants to Purchaser with respect
to this amendment, its authority to enter into and perform this amendment and
the transactions contemplated hereby, the binding nature hereof, the absence of
conflicts herewith and any requirements for Governmental Approvals with respect
hereto and thereto, in each case to the same extent it has represented and
warranted such matters with respect to the Agreement under Sections 3.01, 3.02
and 3.03 of the Agreement. Purchaser hereby represents and warrants to the
Sellers with respect to this amendment, its authority to enter into and perform
this amendment and the transactions contemplated hereby, the absence of
conflicts herewith and (subject to Bankruptcy Court approval as provided by the
next following paragraph) any requirements for Governmental Approvals with
respect hereto and thereto, in each case to the same extent it has represented
and warranted such matters with respect to the Agreement under Sections 4.01,
4.03 and 4.04 of the Agreement.
The parties acknowledge that the Sellers shall seek (and Sellers agree as
soon as practicable to seek) approval of the Bankruptcy Court for Sellers' entry
into and performance of this amendment and, accordingly, this amendment is
subject to such approval as a condition to its effectiveness insofar as
Bankruptcy Court approval is needed for the effectiveness of any provision
hereof. In addition, the Sellers shall seek as soon as practicable an amendment
of the Supplemental Agreement with respect to Asset Purchase Agreement, dated
September 30, 2004, among Buyer, Guarantor, Sellers and the Official Committee
of Residents appointed in the Bankruptcy Cases (the "Supplemental Agreement"),
Bankruptcy Court approval of such amendment and an amendment of the order of the
Bankruptcy Court, dated December 1, 2004, related to the Supplemental Agreement
(the "Supplemental Order") to reflect the timing for the Closing or Closings
provided by this amendment. The parties agree to cooperate and use their
commercially reasonable efforts to obtain such Bankruptcy Court approvals or
determinations and any other Bankruptcy Court approval related thereto and also
to support the validity of this amendment and the Agreement as amended hereby
and the Supplemental Agreement before the Bankruptcy Court in the event any
additional action
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by or proceedings in the Bankruptcy Court relating hereto, to the extent such
cooperation and support becomes necessary or in the reasonable judgment of any
party, upon advice of its counsel, appropriate or desirable.
Except as amended, supplemented and/or affected by the foregoing, the
Agreement is hereby ratified, confirmed and accepted by the Sellers, Purchaser
and Guarantor in all respects and shall remain unmodified and in full force and
effect.
THE NATIONAL BENEVOLENT ASSOCIATION
OF THE CHRISTIAN CHURCH
(DISCIPLES OF ▇▇▇▇▇▇)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ CHRISTIAN HOME, an
Illinois not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
CALIFORNIA CHRISTIAN HOME, a
California not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
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Signature Pages, Continued: March 9,
2005 Letter Agreement Amending the
Asset Purchase Agreement dated Sept.
3, 2004
CYPRESS VILLAGE, INC., a Florida
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
FOXWOOD SPRINGS LIVING CENTER, a
Missouri not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
KANSAS CHRISTIAN HOME, INC.
(DISCIPLES OF ▇▇▇▇▇▇), a Kansas
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
LENOIR, INC., a Missouri
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
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Signature Pages, Continued: March 9,
2005 Letter Agreement Amending the
Asset Purchase Agreement dated Sept.
3, 2004
OKLAHOMA CHRISTIAN HOME, INC., an
Oklahoma not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
PATRIOT HEIGHTS, INC., a Texas
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
▇▇▇▇▇▇ HOME, an Iowa not-for-profit
corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
GREATER INDIANAPOLIS DISCIPLES
HOUSING INC., an Indiana
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
VILLAGE AT SKYLINE, a Colorado
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
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Signature Pages, Continued: March 9,
2005 Letter Agreement Amending the
Asset Purchase Agreement dated Sept.
3, 2004
HOMES OF CYPRESS, INC., a Florida
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Acting President
ACCEPTED AND AGREED TO:
FORTRESS NBA ACQUISITION, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
FORTRESS INVESTMENT FUND II LLC, as Guarantor
By: FORTRESS FUND ▇▇ ▇▇ LLC, its
Managing Member
By: FORTRESS INVESTMENT GROUP
LLC, its Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
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SCHEDULE 3.03(a)
As of March 9, 2005
SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
THE NATIONAL BENEVOLENT ASSOCIATION Attorney General Notice to MO Attorney General 20 DAYS prior to sales of all or
OF THE CHRISTIAN CHURCH (DISCIPLES substantially all assets (COMPLETED)
OF ▇▇▇▇▇▇)
CALIFORNIA CHRISTIAN HOME Skilled Nursing License Notice to State of California, Department of Health Services.
(COMPLETED)
Purchaser must obtain new license in order to operate skilled
nursing facility. (APPLICATION FILED)
Residential Care License Notice to State of California, Department of Social Services
30 DAYS prior to change of ownership. (COMPLETED)
Purchaser must obtain new license in order to operate
residential care facility. (APPROVAL FORTHCOMING UPON
PROVISION OF CLOSING INFORMATION)
Attorney General Notice to CA Attorney General 20 DAYS prior to sale.
(COMPLETED)
In addition, with respect to skilled nursing facility, unless
waiver obtained, notice to and approval by CA Attorney General
prior to entering into agreement or transaction to sell to a
for-profit corporation or mutual benefit corporation.
(COMPLETED - WAIVER OBTAINED)
CCRC Permit Approval has been requested from the agency.
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SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
NBA VILLAGE AT SKYLINE Skilled Nursing License (Long Notice to State of Colorado, Department of Public Health and
Term Care Facility) Environment 30 DAYS prior to change in ownership. (COMPLETED)
Purchaser must obtain new license in order to operate skilled
nursing facility. (APPLICATION FILED)
Assisted Living License Notice to State of Colorado, Department of Public Health and
Environment 30 DAYS prior to change in ownership. (COMPLETED)
Purchaser must obtain new license in order to operate assisted
living facility. (APPLICATION FILED)
CYPRESS VILLAGE, INC. Skilled Nursing License Notice to State of Florida, Agency for Health Care
Administration, Division of Health Quality Assurance, 90 DAYS
prior to change in ownership. (COMPLETED)
Purchaser must make application for a new license 90 DAYS
prior to change in ownership and must obtain new license in
order to operate skilled nursing facility. (APPLICATION FILED)
Assisted Living License Notice to State of Florida, Agency for Health Care
Administration, Division of Health Quality Assurance, 60 DAYS
prior to change in ownership. (COMPLETED)
Purchaser must make application for a new license 60 DAYS
prior to change in ownership and must obtain new license in
order to operate assisted living facility. (APPLICATION FILED)
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SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
Pharmacy License Purchaser must obtain pharmacy license in order to operate
pharmacy at facility. (APPLICATION FILED)
Clinical Laboratory License Being completed. Will be submitted by 3/10/05
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Certificate of Need Must file Application for Exemption, Change of Ownership for
an Existing Health Care Facility with State of Illinois,
Department of Public Health 30 DAYS prior to entering into
sale transaction. (COMPLETED - ▇▇▇ ISSUED 2/2/05)
Long Term Care License Notice to State of Illinois, Department of Public Health 30
DAYS prior to change of ownership. (COMPLETED)
Purchaser must make application for a new license 30 DAYS
prior to change in ownership and must obtain new license in
order to operate long term care facility. (APPROVAL
FORTHCOMING UPON PROVISION OF CLOSING INFORMATION)
GREATER INDIANAPOLIS DISCIPLES Skilled Nursing License Notice to Indiana State Department of Health of change in
HOUSING, INC. (Comprehensive Care Facility) ownership. (COMPLETED)
Purchaser must obtain new license in order to operate skilled
nursing facility. (APPLICATION FILED)
Continuing Care License Notice to Indiana Securities Division of change in ownership
and update of Continuing Care Provider Disclosure Statement
filed with Securities Division. (COMPLETED)
Purchaser must obtain new continuing care provider permit.
(APPLICATION FILED)
Child Daycare License Purchaser will need to obtain new license. (APPLICATION FILED)
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SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
▇▇▇▇▇▇ HOME, INC. Nursing License Notice to State of Iowa, Department of Inspections and Appeals
30 DAYS prior to change in ownership. (COMPLETED)
Purchaser must obtain new license in order to operate nursing
facility. (APPROVAL FORTHCOMING UPON APPROVAL OF MEDICARE
PARTICIPATION AND PROVISION OF CLOSING INFORMATION)
Residential Care License Notice to State of Iowa, Department of Inspections and Appeals
30 DAYS prior to change in ownership. (COMPLETED)
Purchaser must obtain new license in order to operate
residential care facility. (APPROVAL FORTHCOMING UPON APPROVAL
OF MEDICARE PARTICIPATION AND PROVISION OF CLOSING
INFORMATION)
Chronic Confusion or Dementia Notice to State of Iowa, Department of Inspections and Appeals
Unit License 30 DAYS prior to change in ownership. (COMPLETED)
Purchaser must obtain new license in order to operate chronic
confusion or dementia unit. (APPROVAL FORTHCOMING UPON
APPROVAL OF MEDICARE PARTICIPATION AND PROVISION OF CLOSING
INFORMATION)
KANSAS CHRISTIAN HOME, INC. Skilled Nursing License Notice to State of Kansas, Department on Aging Licensure &
Certification 60 DAYS prior to change in ownership.
(COMPLETED)
Purchaser must apply for a new license 60 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (LETTER ISSUED INDICATING THAT
APPROVAL FORTHCOMING UPON PROVISION OF CLOSING INFORMATION)
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SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
Home Health Services License Notice to State of Kansas, Department of Health and
Environment, Bureau of Health Facility Regulation 90 DAYS
prior to change in ownership. (COMPLETED)
Purchaser must apply for a new license 90 DAYS prior to change
in ownership and must obtain new license in order to provide
home health services. (LICENSE ISSUED)
NBA FOXWOOD SPRINGS LIVING CENTER Skilled Nursing License Notice to State of Missouri, Department of Health and Senior
Services within 10 DAYS of change of ownership. (COMPLETED)
Purchaser must apply for a new license 10 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (APPROVAL FORTHCOMING UPON PROVISION
OF CLOSING INFORMATION)
Residential Care Facility Notice to State of Missouri, Department of Health and Senior
Services within 10 DAYS of change of ownership. (COMPLETED)
Purchaser must apply for a new license 10 DAYS prior to change
in ownership and must obtain new license in order to operate
residential care facility. (APPROVAL FORTHCOMING UPON
PROVISION OF CLOSING INFORMATION)
Attorney General Notice to MO Attorney General 20 DAYS prior to sales of all or
substantially all assets (COMPLETED)
Child Daycare License Purchaser will need to obtain new license. (APPLICATION FILED)
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SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
LENOIR, INC. Skilled Nursing Notice to State of Missouri, Department of Health and Senior
Services within 10 DAYS of change of ownership. (COMPLETED)
Purchaser must apply for a new license 10 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (APPROVAL FORTHCOMING UPON PROVISION
OF CLOSING INFORMATION)
Residential Care Facility I Notice to State of Missouri, Department of Health and Senior
and II Services within 10 DAYS of change of ownership. (COMPLETED)
Purchaser must apply for a new license 10 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (APPROVAL FORTHCOMING UPON PROVISION
OF CLOSING INFORMATION)
Attorney General Notice to MO Attorney General 20 DAYS prior to sales of all or
substantially all assets (COMPLETED)
Child Daycare License Purchaser will need to obtain new license. (APPROVAL
FORTHCOMING UPON PROVISION OF CLOSING INFORMATION)
OKLAHOMA CHRISTIAN HOME, INC. Certificate of Need For nursing facility, Certificate of Need must be obtained by
Purchaser from State of Oklahoma, Department of Health prior
to change of ownership. (APPLICATION FILED)
Skilled Nursing License Notice to State of Oklahoma, Department of Health 30 DAYS
prior to change of ownership. (COMPLETED)
Purchaser must apply for a new license 30 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (APPLICATION FILED)
16
SELLER CATEGORY REQUIRED NOTICE AND/OR APPROVAL
----------------------------------- ----------------------------- --------------------------------------------------------------
Assisted Living Notice to State of Oklahoma, Department of Health 30 DAYS
prior to change of ownership. (COMPLETED)
Purchaser must apply for a new license 30 DAYS prior to change
in ownership and must obtain new license in order to operate
assisted living facility. (APPLICATION FILED)
Adult Day Care Notice to State of Oklahoma, Department of Health 30 DAYS
prior to change of ownership. (COMPLETED)
Purchaser must apply for a new license 30 DAYS prior to change
in ownership and must obtain new license in order to operate
adult day care facility. (APPLICATION FILED)
PATRIOT HEIGHTS, INC. Skilled Nursing License Notice to Texas Department of Human Services 30 DAYS prior to
change of ownership. (COMPLETED)
Purchaser must apply for a new license 30 DAYS prior to change
in ownership and must obtain new license in order to operate
skilled nursing facility. (APPROVAL FORTHCOMING UPON PROVISION
OF CLOSING INFORMATION)
Assisted Living Notice to Texas Department of Human Services 30 DAYS prior to
change of ownership. (COMPLETED)
Purchaser must apply for a new license 30 DAYS prior to change
in ownership and must obtain new license in order to operate
assisted living facility. (APPROVAL FORTHCOMING UPON PROVISION
OF CLOSING INFORMATION)
#1511512 v11 - first amendm to a p a, nat'l benov asssoc - fortress
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