1
EXHIBIT 10.9
INDIANA RETURNED FACILITIES AGREEMENT
THIS INDIANA RETURNED FACILITIES AGREEMENT ("Agreement") is dated as of
February 1, 1999 and is entered into by OMEGA HEALTHCARE INVESTORS, INC., a
Maryland corporation, having its principal office at 000 Xxxxxxx Xxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxxxx 00000 ("Lessor"), and BRITWILL INDIANA PARTNERSHIP, an
Arizona general partnership, having its principal office at 00000 Xxxxx 00xx
Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 ("Lessee").
RECITALS
This Agreement is made and entered into with reference to the following
recitals:
A. Lessor and BritWill Investments-I, Inc., a Delaware
corporation ("BritWill-I") entered into a lease dated November
1, 1992 ("Indiana Lease") for nine (9) healthcare facilities
located in the state of Indiana ("Indiana Facilities"). Lessee
is the assignee of the interest of BritWill-I in the Indiana
Lease, and has assumed the obligations and liabilities of
BritWill-I thereunder.
B. Pursuant to a Debtors' First Amended Joint Plan of
Reorganization dated October 15, 1998, as amended, entered in
the United States Bankruptcy Court for the District of Arizona
in the matters of In Re: Unison HealthCare Corporation (Case
Nos. B-98-06583-PHX-GBN through B-98-06612 PHX-GBN) and In Re:
BritWill Investments-l. Inc. (Case Nos. B-98-0173-PHX-GBN
through B-98-1075-PHX-GBN) ("Plan"), Lessor and Lessee have
agreed, among other things, to terminate the Indiana Lease as
to six (6) of the Indiana Facilities, namely, the Land
described on EXHIBITS A-1 THROUGH A-6 together with any and
all Fixtures, Lessor's Improvements, Related Rights and
Lessor's Personal Property constituting the Leased Property
with respect to such Land ("Indiana Returned Facilities"), and
to continue the lease of the remaining Indiana Facilities
under the terms and conditions of the Omega New Master Lease
between Lessor and Lessee, BritWill Investments-II, Inc., a
Delaware corporation and subsidiaries of Signature HealthCare
Corporation dated December 31, 1998 ("Omega New Master
Lease").
C. Capitalized terms used and not otherwise defined herein have
the respective meanings given them in the Omega New Master
Lease.
NOW, THEREFORE, in consideration of the foregoing, and of other good
and
1
2
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties to this Agreement agree as follows:
I. INDIANA RETURNED FACILITIES LEASE TERMINATION DATE.
The Indiana Returned Facilities Lease Termination Date shall be the
earlier of (a) the last day of the month in which the operation of the Indiana
Returned Facilities may lawfully be transferred to an entity of Lessor's choice
which has been legally licensed to operate the Indiana Returned Facilities, (b)
the date which is ten (10) Business Days after a Notice from Lessee to Lessor in
which Lessee elects to terminate the Omega New Master Lease as to the Indiana
Returned Facilities pursuant to Section 4.k. of the First Amendment to Omega New
Master Lease dated as of February 1, 1999 and (c) September 1, 1999.
2. TERMINATION.
a. Upon the terms and conditions hereinafter set forth, the Omega New
Master Lease shall terminate as to the Indiana Returned Facilities upon the
Indiana Returned Facilities Lease Termination Date.
b. On the Indiana Returned Facilities Lease Termination Date, Lessee
shall convey, assign and transfer to Lessor all its right, title and interest in
the Indiana Returned Facilities, in accordance with the Plan.
c. On or before the Indiana Returned Facilities Lease Termination Date,
Lessee shall execute and deliver to Lessor:
(i) A Termination of Lease, in recordable form, for each
of the Indiana Returned Facilities, in the form
attached hereto as EXHIBIT B ("Termination of
Lease"),
(ii) A quit claim deed in recordable form to each of the
Indiana Returned Facilities, in the form attached
hereto as EXHIBIT C ("Deeds"), and
(iii) A Xxxx of Sale in the form attached hereto as EXHIBIT
D-1 covering (x) any and all interest Lessee may have
in any of Lessor's Personal Property with respect to
the Indiana Returned Facilities, including without
limitation any of Lessor's Personal Property located
elsewhere but primarily used in connection with such
Facilities, and (y) the Lessee's Personal Property
listed on EXHIBIT D-2 attached hereto.
2
3
d. Until the Indiana Returned Facilities Lease Termination Indiana
Returned Facilities Lease Termination Date, the Indiana Returned Facilities
shall be operated for and on behalf of Lessor pursuant to the Omega New Master
Lease, as amended.
e. Upon Lessor's reasonable request at any time after the Indiana
Returned Facilities Lease Termination Date, Lessee shall execute such additional
documents or instruments as may further evidence or confirm the termination of
the Omega New Master Lease and Lessee's rights with respect to, and interest in,
the Indiana Returned Facilities.
3. PRORATIONS; COSTS
a. Prorations. Notwithstanding the fact that the Indiana Returned
Facilities Lease Termination Date will not occur until the Indiana Returned
Facilities Lease Termination Date, all revenues (including but not limited to
payments due from the residents or patients of the Indiana Returned Facilities)
and expenses (including but not limited to payroll and employee benefits)
related to the ownership or operation of the Indiana Returned Facilities,
including without limitation Rent, shall be prorated as of January 31, 1999 (the
"Proration Date"), with Lessee entitled to all operating income accrued through
the Proration Date and responsible for all operating expenses arising or
accruing through the Proration Date and Lessor entitled to Gross Revenues
received or accrued and responsible for all operating expenses paid or accrued
after the Proration Date.
b. Recording Charges. Lessor shall pay for the recording of the
Termination of Lease and the Deeds. Lessee shall pay for the recording of any
instruments necessary to remove encumbrances other than the Permitted
Encumbrances.
c. License Transfer Costs. Lessor shall pay all transfer fees and other
expenses related to the transfer of licenses and permits from Lessee to Lessor
or Lessor's nominees, provided, however that any such expenses that arise from
Lessee's breach of the Indiana Lease shall be borne by Lessee.
d. Taxes/Prorations. Real and Personal Property taxes, assessments and
similar charges shall be prorated as of the Proration Date, with Lessee
responsible therefor for the period prior to and including the Proration Date
and with Lessor responsible for the period after the Proration Date.
e. Utilities. Lessee shall pay for all utilities consummed by the
Indiana Returned Facilities through the Proration Date and shall arrange for all
such utilities to be billed in the name of Lessor or its manager after the
Indiana Returned Facilities Lease Termination
3
4
Indiana Returned Facilities Lease Termination Date. Lessees under the Omega New
Master Lease or the manager of the Indiana Returned Facilities shall pay all
utility charges accrued and due for the period from February 1, 1999 through the
Indiana Returned Facilities Lease Termination Date out of the Indiana Returned
Facilities Returned Facilities Gross Revenues as provided in the Omega New
Master Lease. Lessee hereby assigns to Lessor its right to any deposits which
may have been made with any utility company.
f. Contracts. Subject to the terms of the Management Agreement and at
the written request of Lessor, Lessee shall terminate all contracts for the
providing of goods or services to the Indiana Returned Facilities effective as
of the Indiana Returned Facilities Lease Termination Date. Notwithstanding
anything in this Agreement to the contrary, Lessor assumes no liability for
payables of the Indiana Returned Facilities prior to and including the Proration
Date or after the Proration Date if applicable to goods or services provided to
the Indiana Returned Facilities prior to the Proration Date.
g. Employees; Schedule of Employee Benefits. Within ten (10) days of
the date hereof, Lessee shall deliver to Lessor a schedule (the "Benefits
Schedule") that reflects all accrued and/or vested vacation pay and sick pay due
to and/or coming due to the employees of each of the Indiana Returned Facilities
subsequent to the Proration Date (the "Benefit Pay"). Lessee shall be liable
for, and shall pay, such Benefit Pay to each employee entitled to such pay. Any
benefits under employee benefits plans shall be governed by the applicable plan
document.
h. Accounting Patient Trust Funds and Patient Prepaid Accounts. Within
ten (10) days of the date hereof, Lessee shall provide Lessor with an accounting
of all patient trust funds (the "Patient Trust Funds") being held by Lessee as
of the Proration Date and of all fees and expenses which have been prepaid by
residents/patients and have not been applied as of the Proration Date (the
"Patient Prepaid Funds"). Such accounting shall set forth the names of the
residents/patients or prospective residents/patients for whom such funds are
held, the amounts held on behalf of each resident/patient or prospective
resident/patient and Lessee hereby warrants that the accounting will be true,
correct and complete as of the Proration Date. Lessee shall, by separate check,
deliver to Lessor within ten (10) days of the date hereof such Patient Trust
Funds and Patient Prepaid Funds and, subject to the indemnifications set forth
in Section 3 below, Lessor shall thereafter be responsible for such Patient
Trust Funds and Patient Prepaid Funds, to the extent so transferred by Lessee.
i. Accounts Receivable. Lessee hereby appoints Lessor as Lessee's agent
for the collection of all accounts receivable accrued in connection with the
Lessee's operation of the Indiana Returned Facilities. Lessee shall retain its
right, title and interest in and to all unpaid amounts and accounts receivable
with respect to the Indiana Returned Facilities
4
5
which relate to any period prior to and including the Proration Date, including,
but not limited to, amounts or accounts receivable arising from rate
adjustments, Medicare or Medicaid or any other third party payor underpayments,
insurance proceeds, rebates or any other monies which relate to the period prior
to and including the Proration Date even if such adjustments or payments occur
after the Proration Date. Lessee shall remain liable for any overpayments made
to Lessee prior to and including the Proration Date for which payment is due to
Medicare, Medicaid or any other third party payor after the Proration Date. If,
following the Proration Date, Lessor receives payment from any federal or state
agency or other third party payor or from any patient or resident, which
represents payment for services rendered by Lessee prior to and including the
Proration Date, then Lessor shall promptly forward such payments to Lessee in
accordance with the following provisions:
(a) If such payments either specifically indicate on the
accompanying remittance advice, or if the parties agree, that they
relate to the period prior to and including the Proration Date, a copy
of the applicable remittance advise and the payment received shall be
forwarded to Lessee by Lessor.
(b) If such payments indicate on the accompanying remittance
advice, or if the parties agree, that they relate to the period after
the Proration Date, they shall be retained by Lessor.
(c) If such payments indicate on the accompanying remittance
advice, or if the parties agree, that they relate to periods both prior
to and after the Proration Date, the portion thereof which relates to
the period after the Proration Date shall be retained by Lessor and the
balance shall be remitted to Lessee.
(d) Any payments received by Lessor which fail to designate
the period to which they relate, will first be applied to any
post-Proration Date balances, with the excess, if any, remitted to
Lessee.
Lessor shall be entitled to receive and collect all accounts
receivable (including, without limitation, any payments received from Medicare
or Medicaid) attributable to the operation of the Indiana Returned Facilities
after the Proration Date. Each payment of accounts receivable received by Lessee
after the Proration Date and attributable to the operation of the Indiana
Returned Facilities after the Proration Date shall be deemed a "Lessor's
Receipt". If Lessee receives any Lessor's Receipt after the Proration Date,
Lessee shall hold Lessor's Receipt in trust and for the benefit of Lessor.
Within ten (10) days following each receipt by Lessee of a Lessor's Receipt,
Lessee shall pay such Lessor's Receipts to Lessor.
5
6
d. Post-Proration Date Adjustment. If as of the Proration Date the
disposition of Gross Revenues and payment of operating expenses for the period
prior to the Proration Date does not correspond to the proration set forth on
Subsection 3(a), above, or either Lessee or Lessor fails to pay recording
charges or license transfer costs which it is to pay pursuant to this Section 3,
notwithstanding anything in the Omega New Master Lease to the contrary, the
monthly installment first payable by Lessees after the Proration Date under the
Omega New Master Lease (and, if necessary, the next succeeding monthly
installment or installments) shall be deemed increased or decreased as needed in
order to effect such proration and allocation of recording charges and license
transfer costs as soon as possible after the Proration Date.
4. INDEMNIFICATION
a. Lessee, at Lessee's sole cost and expense, hereby agrees to
indemnify, defend and hold harmless Lessor for, from and against the full amount
of any and all "Losses" (as defined below) arising from, asserted against,
resulting from, imposed on, or suffered or incurred by Lessor, directly or
indirectly, in respect of, as a consequence of, or arising out of or in
connection with, Lessee's operation of the Indiana Returned Facilities on or
before the Proration Date, including, without limitation, (i) any accident,
injury to or death of persons or loss of or damage to property occurring on or
about any of the Indiana Returned Facilities, including without limitation any
claims of malpractice, (ii) the failure to pay any obligations of Lessee under
the Indiana Lease, (iii) any failure on the part of Lessee to perform or comply
with any of the terms of the Indiana Lease, including without limitation
Lessee's obligations under Article IV ("Impositions"), Section 7.3 ("Certain
Environmental Matters") and Section 23 ("Indemnification"), all of which shall
survive the termination of the Indiana Lease as to the Indiana Returned
Facilities for the greater of five (5) years from the Proration Date or the
period, if any, expressly set forth in the Indiana Lease with respect to such
obligation, (iv) the nonperformance of any contractual obligation, express or
implied, assumed or undertaken by Lessee or any party in privity with Lessee
with respect to the Indiana Returned Facilities or any business or other
activity carried on with respect to the Indiana Returned Facilities during the
Term or thereafter to the extent that any conduct by Lessee or any such person
(or failure of such conduct thereby if the same should have been undertaken
during such time of possession and leads to such damage or loss) causes such
loss or claim, (v) clawbacks of Medicare or Medicaid or any other third party
payor underpayments, insurance proceeds, rebates or any other monies which
relate to the period prior to and including the Proration Date, even if such
adjustments or payments occur after the Proration Date, and (vi) the failure of
Lessee to transfer to Lessor, as provided in Section 3(h), the full amount of
such Patient Trust Funds and Patient Prepaid Funds then or thereafter shown to
have been delivered to Lessee and outstanding as of the Proration Date.
6
7
"Losses" shall mean any and all liabilities, obligations, losses,
damages (including, without limitation, punitive damages), penalties, fines,
demands, claims, actions or causes of action, suits, assessments, costs,
expenses or disbursements, including, without limitation, all interest,
attorneys' fees, disbursements and expenses, and all other professional or
consultants' fees, disbursements and expenses paid or incurred, including,
without limitation, the costs and expenses of any and all actions, suits,
proceedings, demands, assessments, judgments, settlements and compromises
relating thereto and reasonable attorneys' fees and expenses in connection
therewith.
Immediately upon receipt by any Lessor of notice of a claim upon which
a claim of indemnity hereunder may be made (individually a "Claim" and
collectively the "Claims"), Lessor shall give Lessee notice thereof. Lessee
shall defend Lessor, with attorneys reasonably approved by Lessor, against any
and all actions or proceedings that may be brought against Lessor in connection
with or arising out of any such Claim. Lessor shall have the right, but not the
obligation, to participate in any such proceedings. If Lessor reasonably
believes there to be a conflict of interests between Lessor and Lessee, Lessor
shall have the right to defend itself against such action or proceeding at
Lessee's expense. Lessee shall not enter into a settlement of any Claim without
the prior written consent of Lessor (which consent may not be withheld or
delayed unreasonably), unless such settlement includes an unconditional release
of Lessor from all liability arising out of such Claim.
5. NOTICE
All notices, requests, demands and other communications required or
permitted to be given or made under this Agreement shall be in writing and shall
be deemed to have been given (a) on the date of personal delivery or
transmission by telegram, cable or facsimile; (b) on the third (3rd) Business
Day following deposit in the United States mail, postage prepaid, by registered
or certified mail, return receipt requested, or (c) on the first (1st) Business
Day after delivery to a nationally recognized overnight courier service, in each
case, addressed as follows, or to such address, person or entity as either
party, shall designate by notice to the other in accordance herewith:
If to Lessee: BritWill Indiana Partnership
c/o Unison HealthCare Corporation
00000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx
7
8
With a Copy to: BritWill Indiana Partnership
c/o Unison HealthCare Corporation
00000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxx X. Xxxxxxxx
If to Lessor: Omega Healthcare Investors, Inc.
000 Xxxxxxx Xxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a Copy to: Xxxxxx Xxxxxxx
ATTN: Xxxx X. Xxxxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
6. FACILITY TRADE NAMES
Lessee hereby assigns to Lessor all of Lessee's rights to the use the
name under which each Indiana Returned Facility has done business during the
Term (the "Facility Trade Name") in the market in which such Facility is
located, and represents and warrants that it has not assigned any rights with
respect to the use of such names to any Affiliate or third party. Neither Lessee
nor any Debtor (as defined in the Plan) shall use any Facility Trade Name in
such market in connection with any business that competes with such Facility.
7. CONTINUING COOPERATION
Lessee shall upon Lessor's reasonable request or requests from time to
time assist and cooperate with Lessor in concluding the transfer of ownership of
the Indiana Returned Facilities as quickly and efficiently as possible,
including, by way of example and not
8
9
limitation, cooperation in the transfer of licenses and permits, retention of
employees and of vendor relationships if and to the extent desired by Lessor,
and transfer and preservation of patient and other business records.
8. COUNTERPARTS
This Agreement may be executed in separate counterparts, each of which
shall be considered as original when each party has executed and delivered to
the other one or more copies of this Agreement.
9. CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with
the laws of the state of Michigan without regard to Michigan's conflict of
interest rules.
10. ENTIRE AGREEMENT
This Agreement and the Omega New Master Lease as amended constitute the
entire agreement between the parties with respect to the subject matter hereof,
and no representation, understanding, promise or condition concerning the
subject matter hereof shall be binding upon either party unless expressed
therein.
SIGNATURE PAGE FOLLOWS
9
10
IN WITNESS WHEREOF, the parties have executed this Indiana Returned
Facilities Agreement as of the date first written above.
LESSOR:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By: ___________________________________
Its: _________________________
LESSEE:
BRITWILL INDIANA PARTNERSHIP,
an Arizona general partnership
By: BritWill Investments-I, Inc.,
a Delaware corporation,
its General Partner
By:________________________
Its: President
10
11
EXHIBIT A
"INDIANA RETURNED FACILITY"
ENGLISH ESTATES
TRACT I:
A PART OF THE EAST HALF OF SECTION 8, TOWNSHIP 18 NORTH, RANGE 1 EAST, SITUATED
IN CENTER TOWNSHIP, XXXXX COUNTY, INDIANA, PARTICULARLY DESCRIBED AS FOLLOWS:
FROM THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE AFORESAID SECTION 8,
PROCEED THENCE SOUTH 89 DEGREES 15 MINUTES 13 SECONDS WEST (THE BEARING COMPUTED
FROM THE CENTERLINE OF I-65 AS SHOWN ON STATE HIGHWAY PLANS) ALONG THE QUARTER
SECTION LINE, 665.70 FEET TO THE POINT OF BEGINNING. FROM SAID POINT OF
BEGINNING, PROCEED THENCE SOUTH 00 DEGREES 07 MINUTES 46 SECONDS WEST, WITH THE
QUARTER-QUARTER-QUARTER SECTION LINE, 382.55 FEET; THENCE SOUTH 62 DEGREES 30
MINUTES 00 SECONDS WEST, 141.42 FEET; THENCE NORTH 30 DEGREES 37 MINUTES 36
SECONDS WEST, 199.46 FEET; THENCE SOUTH 59 DEGREES 22 MINUTES 24 SECONDS WEST,
WITH AN EXISTING DRIVE, 160.00 FEET, THENCE SOUTH 30 DEGREES 37 MINUTES 36
SECONDS EAST, 190.72 FEET; THENCE SOUTH 53 DEGREES 45 MINUTES 00 SECONDS WEST,
WITH THE CENTERLINE OF PRAIRIE CREEK, 421.76 FEET; THENCE NORTH 40 DEGREES 00
MINUTES 00 SECONDS WEST, WITH XXX XXXXXXXXXX XX XXX X.X. #00, 91.59 FEET; THENCE
NORTH 00 DEGREES 08 MINUTES 55 SECONDS EAST, WITH THE QUARTER-QUARTER SECTION
LINE, 692.40 FEET; THENCE SOUTH 89 DEGREES 15 MINUTES 13 SECONDS WEST, WITH THE
QUARTER SECTION LINE, 572.337 FEET; THENCE NORTH 40 DEGREES 52 MINUTES 00
SECONDS WEST, XXX XXXXXXXXXX XX XXX X.X. #00, 20.92 FEET; THENCE NORTH 89
DEGREES 15 MINUTES 13 SECONDS EAST, 605.61 FEET; THENCE SOUTH 00 DEGREES 01
MINUTES 21 SECONDS WEST, 16.00 FEET; THENCE NORTH 89 DEGREES 15 MINUTES 13
SECONDS EAST, WITH THE QUARTER SECTION LIEN, 646.16 FEET TO THE POINT OF
BEGINNING.
(REF. ONLY, 8.2472 ACRES, MORE OR LESS)
SUBJECT TO AN EASEMENT FOR INGRESS AND EGRESS TO A CONTIGUOUS TRACT, SAID
EASEMENT BEING MEASURED PERPENDICULARLY 10 FEET LEFT AND 10 FEET RIGHT FROM A
CENTERLINE WHICH IS DESCRIBED AS FOLLOWS:
Exhibit A-1
12
FROM THE AFORESAID NORTHEAST CORNER OF THE SOUTHEAST QUARTER, PROCEED THENCE
SOUTH 00 DEGREES 06 MINUTES 37 SECONDS WEST, 485.09 FEET; THENCE SOUTH 89
DEGREES 15 MINUTES 13 SECONDS WEST, 1,247.66 FEET TO THE POINT OF BEGINNING.
FROM SAID POINT OF BEGINNING, PROCEED THENCE NORTH 56 DEGREES 18 MINUTES 06
SECONDS EAST, 101,67 FEET; THENCE NORTH 59 DEGREES 22 MINUTES 24 SECONDS EAST,
154.16 FEET TO A PERIMETER CORNER OF THE AFORDSAID TRACT; AND ALSO SUBJECT TO A
10 FOOT EASEMENT MEASURED PERPENDICULARLY 10 FEET LEFT FROM A CENTERLINE
DESCRIBED AS FOLLOWS:
BEGIN AT THE EAST END OF THE PREVIOUSLY DESCRIBED CENTERLINE, BEING A POINT ON
THE PERIMETER DESCRIPTION, AND PROCEED THENCE NORTH 59 DEGREES 22 MINUTES 24
SECONDS EAST, ALONG THE PREVIOUSLY DESCRIBED PERIMETER, 160.00 FEET; AND ALSO
SUBJECT TO THE PRIVILEGE OF USING 10 FOOT EASEMENT ON THE RIGHT SIDE OF THE
PREVIOUSLY DESCRIBED 160 FOOT CENTERLINE; AND ALSO SUBJECT TO A LIMITED ACCESS
RIGHT-OF-WAY ACROSS THE WESTERNMOST TIP AND SOUTHWESTERN TIP, FOR I-65. SUBJECT
TO AN EASEMENT FOR A FRONTAGE ROAD CONTIGUOUS TO THE LIMITED ACCESS
RIGHT-OF-WAY, ALSO SUBJECT TO AN EASEMENT FOR PRAIRIE CREEK LEGAL DRAIN ON AND
ALONG THE ENTIRE SOUTHEASTERN BOUNDARY. ALL DIMENSIONS COMPUTED FROM ELECTRONIC
MEASUREMENTS.
(REF. ONLY, 0.6770 A., M/L, EASEMENT AREA
FRONTAGE ROAD 0.4201 A., M/L)
EXCEPT:
A PART OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 18 NORTH, RANGE 1 EAST,
SITUATED IN CENTER TOWNSHIP, XXXXX COUNTY, INDIANA, PARTICULARLY DESCRIBED AS
FOLLOWS:
FROM THE NORTHEAST CORNER OF THE AFORESAID SOUTHEAST QUARTER, PROCEED THENCE
SOUTH 89 DEGREES 15 MINUTES 13 SECONDS WEST, 665.70 FEET ALONG THE QUARTER
SECTION LINE; THENCE SOUTH 00 DEGREES 07 MINUTES 46 SECONDS WEST, 194.83 FEET TO
THE POINT OF BEGINNING. FROM SAID POINT OF BEGINNING, CONTINUE THENCE SOUTH 00
DEGREES 07 MINUTES 46 SECONDS WEST, 187.72 FEET; THENCE SOUTH 62 DEGREES 30
MINUTES 00 SECONDS WEST, 141.42 FEET ALONG THE APPROXIMATE CENTERLINE OF PRAIRIE
CREEK; THENCE NORTH 30 DEGREES 37 MINUTES 36 SECONDS WEST, 209.46 FEET; THENCE
NORTH 59 DEGREES 22 MINUTES 24 SECONDS EAST, 15.00 FEET; THENCE CURVE LEFT, WITH
A 107.98 FOOT RADIUS CURVE, 84.20 FEET (THE CHORD BEARING NORTH 37 DEGREES 02
MINUTES 07 SECONDS EAST, 82.08 FEET); THENCE SOUTH 89 DEGREES 52 MINUTES 14
SECONDS EAST, 170.23 FEET TO THE POINT OF BEGINNING.
Exhibit A-2
13
SUBJECT TO A 25 FOOT DRIVEWAY EASEMENT OF EVEN WIDTH ON AND ALONG THE ENTIRE
NORTHWESTERN BOUNDARY TO PROVIDE INGRESS/EGRESS TO EXISTING TRACTS.
TRACT 2
A PART OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 18 NORTH, RANGE 1 EAST,
SITUATED IN CENTER TOWNSHIP, XXXXX COUNTY, INDIANA, PARTICULARLY DESCRIBED AS
FOLLOWS
FROM THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE AFORDSAID SECTION 8,
PROCEED THENCE SOUTH 89 DEGREES 15 MINUTES 13 SECONDS WEST (THE BEARING COMPUTED
FROM THE CENTERLINE OF INTERSTATE #65, AS SHOWN ON STATE HIGHWAY PLAN), 665.70
FEET ALONG THE QUARTER SECTION LINE TO THE POINT OF BEGINNING. FROM SAID POINT
OF BEGINNING, CONTINUE THENCE SOUTH 89 DEGREES 15 MINUTES 13 SECONDS WEST,
646.16 FEET ALONG THE QUARTER SECTION LINE; THENCE NORTH 00 DEGREES 01 MINUTES
21 SECONDS EAST, 16.00 FEET; THENCE SOUTH 89 DEGREES 15 MINUTES 12 SECONDS WEST,
387.41 FEET; THENCE NORTH 40 DEGREES 52 MINUTES 00 SECONDS WEST, 5.23 FEET;
ALONG THE RIGHT-OF-WAY OF AN EXISTING FRONTAGE ROAD; THENCE NORTH 89 DEGREES 15
MINUTES 13 SECONDS EAST, 1037.01 FEET; THENCE SOUTH 00 DEGREES 03 MINUTES 42
SECONDS WEST, 20.00 FEET ALONG THE QUARTER-QUARTER-QUARTER SECTION LINE TO THE
POINT OF BEGINNING.
(REF. ONLY, 0.3324 ACRES, MORE OR LESS)
NOTE: The acreage indicated in this legal description is solely for the purpose
of identifying the said tract and should not be construed as insuring the
quantity of land.
Exhibit A-3
14
EXHIBIT A
"INDIANA RETURNED FACILITY"
ENGLISH SENIOR LIVING/ENGLISH ASSISTED LIVING
A PART OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 19 NORTH, RANGE 1 WEST,
SITUATED IN THE CITY OF LEBANON, XXXXX COUNTY, INDIANA, PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF NORTH LEBANON STREET (AS
DETERMINED FROM THE PLAT OF FAIRVIEW ADDITION, SHOWN IN PLAT BOOK #3, PAGE 80),
WITH THE SOUTH LINE OF ESSEX STREET (AS DETERMINED FROM THE PLAT OF FAIRGROUNDS
ADDITION, AS SHOWN IN PLAT BOOK #3, PAGE 107), AND PROCEED THENCE SOUTH 89
DEGREES 38 MINUTES 54 SECONDS EAST (AN ASSUMED BEARING, 294.46 FEET (SHOWN IN
OLD DEEDS AS 287.5 FEET); ALONG THE SOUTH LINE OF ESSEX STREET; THENCE SOUTH 41
DEGREES 20 MINUTES 51 SECONDS WEST, 372.30 FEET (SHOWN IN OLD DEEDS AS 365 FEET)
ALONG THE CENTER LINE OF AN EXISTING STREET DESIGNATED AS ULEN DRIVE, THENCE
NORTH 09 DEGREES 47 MINUTES 00 SECONDS WEST, 285.45 FEET (SHOWN AS 281.5 FEET IN
OLD DEEDS), ALONG THE CENTERLINE OF LEBANON STREET, TO THE POINT OF BEGINNING.
Exhibit A-4
15
EXHIBIT A
"INDIANA RETURNED FACILITY"
CAPITAL CARE HEALTHCARE CENTER
Lots numbered 1, 2 and 3 in Xxxxx Place, an addition to the City of
Indianapolis, Indiana, as per plat thereof recorded in Plat Book 6, page 122, in
the Office of the Recorder of Xxxxxx County, Indiana.
Exhibit A-5
16
EXHIBIT A
"INDIANA RETURNED FACILITY"
SUNSET MANOR
Situate in the State of Indiana, County of Xxxxxx, City of Greencastle and being
a part of Xxxxxxx'x Addition to said City of Greencastle, as the same appears of
record on the plat on file in the office of the Recorder of Xxxxxx County,
Indiana, at Plat Book 1, page 268, more particularly described, to wit:
Beginning at a point 20 feet South 0 degrees 07 minutes 56 seconds East from the
Southwest Corner of Lot 18 in the Xxxxxxx'x Addition to the City of Greencastle:
thence North 0 degrees 07 minutes 56 seconds West 140.55 feet to the Northwest
Corner of Lot 19 in said Addition; thence North 89 degrees 36 minutes 07 seconds
East 49.85 feet with the North line of said Lot 19; thence North 0 degrees 23
minutes 53 seconds West 50.1 feet to the North line of Lot 20 in said Addition;
thence East 246.26 feet to the Northeast Corner of Lot 25 in said Addition;
thence South 0 degrees 29 minutes 58 seconds East 318.87 feet to the South Line
of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx; thence South 89 degrees 53
minutes 40 seconds West 169.37 feet with said South Line; thence North 0 degrees
57 minutes 47 seconds West 19.8 feet; thence South 89 degrees 20 minutes 10
seconds West 57.97 feet; thence North 0 degrees 51 minutes 18 seconds West
100.05 feet; thence South 89 degrees 08 minutes 42 seconds West 59.0 feet to the
point of beginning.
ALSO, an easement for the purpose of ingress and egress, for the benefit of the
above described real estate, as created by Ingress and Egress Easement in a
certain Warranty Deed, dated October 26, 1965 and recorded October 28, 1965 in
Deed Record 130, page 152, over and across the following real estate in Xxxxxx
County, Indiana: A part of Lots 5 and 6 of Xxxxxxx'x Addition to the City of
Greencastle, Indiana, and part of previously vacated alley, more particularly
described as follows, to-wit:
Beginning at a point 20 feet North 0 degrees 07 minutes 56 seconds East from
Southwest Corner of Lot 18 of said Addition; thence South 89 degrees 08 minutes
42 seconds West 141 feet to the West line of Lot Number 5 of said Addition to a
point 20 feet North 9 degrees 07 minutes 56 seconds West from the Southwest
Corner thereof; thence South 0 degrees 07 minutes 56 seconds East 40 feet to a
point 20 feet South 0 degrees 07 minutes 56 seconds East from the Northwest
Corner of Lot Number 6 of said Addition; thence North 89 degrees 08 minutes 42
seconds East 141 feet parallel with the North line of said Lot Number 6 to a
point on the West line of said Lot 17 of said Addition, 20 feet South 0 degrees
07 minutes 56 seconds East from the Northwest Corner thereof; thence North 0
degrees 07 minutes 56 seconds West 40 feet to the place of beginning.
Exhibit A-6
17
EXHIBIT A
"INDIANA RETURNED FACILITY"
LOCKERBIE HEALTHCARE CENTER
Lots numbered 11, 12, 13 and 14 in J.R. Xxxxx'x Subdivision of the Southwest
Quarter of Lot 21 in Xxxxxxx'x Heirs Addition to the City of Indianapolis,
Indiana, as per plat thereof recorded in Plat Book 4, page 219, in the Office of
the Recorder of Xxxxxx County, Indiana. Also, 6.5 feet North of Lot 14, being a
part of a vacated alley.
ALSO:
Lots numbered 1, 2 and 3 in Eliza Xxxx Xxxx' and Xxxxxx Xxxx' Subdivision of the
Northwest Quarter of Lot 21 in Xxxxxxx Heirs Addition to the City of
Indianapolis, Indiana, as per plat thereof recorded in Plat Book 3, page 206, in
the office of the Recorder of Xxxxxx County, Indiana. Also a strip of ground 7
feet wide South of the adjoining Lot 1, being a part of a vacated alley.
Exhibit A-7
18
EXHIBIT A
"INDIANA RETURNED FACILITY"
PARKVIEW MANOR
Part of the West Half of the Southwest Quarter of Section 8, Township 16 North,
Range 4 East, Xxxxxx County, Indiana, more particularly described as follows,
to-wit:
Beginning in the South line of said Half Quarter Section at a point 193.31 feet
East of the Southwest corner of said Half Quarter Section; thence North 200 feet
to a point 193.25 feet East of the West line of said Half Quarter Section;
thence East parallel to said South line 182.61 feet to a point; thence South
parallel to said West line 200 feet to a point in said South line; thence West
in and along said South line 182.55 feet to the point of beginning.
Exhibit A-8
