Certificate Exhibit "I"
Form of Owner's Affidavit Exhibit "J"
Form
of Notice to Residents Exhibit "K"
Form of Assignment of Purchase Contract to
Applicable Property Exhibit "L"
Cap Amounts Exhibit "M"
Post-Closing
Escrow Agreement Exhibit "N"
NOI Purchase Price Increase Calculation for
Extended Closing Date Properties
LIST OF SCHEDULES TO PURCHASE AGREEMENT
Schedule 1
Excluded Intellectual Property Rights Schedule 2
National
Contracts Schedule "9.2(e)"
Litigation Schedule "9.2(g)"
Material
Contracts Schedule "9.2(h)"
Notice of Material Violation of Legal
Requirements Schedule "9.2(j)"
Material Healthcare Permits Schedule "9.2(k)"
Leases Schedule "9.2(l)"
Environmental Reports Schedule "9.2(n)"
Rent
Roll
EXHIBIT "A-1"
PROPERTIES AND SELLERS
Property
Owner/Seller
1
Legacy Ranch
4800 Briarwood Avenue
Midland, TX 79707
(ALZ)
Midland Care Group, LP,
a Texas limited partnership
2
Isle at Cedar Ridge
2200 S. Lakeline Boulevard
Cedar Park, TX 78613
(AL/SNF)*
Cedar Park AL Group, LP,
a Texas limited partnership
3
Isle at Watercrest - Bryan
4091 Eastchester Drive
Bryan, TX 77802
(AL/SNF)*
Bryan AL Investors, LP,
a Texas limited partnership
4
Watercrest at Bryan
3801 E Crest Drive
Bryan, TX 77802
(IL)
Bryan Senior Investors, LP
a Texas limited partnership
5
Isle at Watercrest - Mansfield
200 East Debbie Lane
Mansfield, TX 76063
(AL/ALZ)
Mansfield AL Group, LP,
a Texas limited partnership
6
Watercrest at Mansfield
250 East Debbie Lane
Mansfield, TX 76063
(IL)
Waterview at Mansfield Investors, L.P.,
a Texas limited partnership
7
The Park at Plainfield
12446 S. Van Dyke Road
Plainfield, IL 60585
(AL/ALZ)
Plainfield Care Group, LLC,
a Delaware limited liability company
8
The Springs
6102 Grand Court Road
San Angelo, TX 76901
(ALZ)
San Angelo Care Group, LP,
a Texas limited partnership
* The SNF component of the Isle at Watercrest - Bryan and the Isle at Cedar
Ridge participate in Medicare and Medicaid.
EXHIBIT "A-2"
LEGAL DESCRIPTIONS OF PROPERTIES
(as described in the applicable vesting deed)
Legacy Ranch (Midland, TX)
[Intentionally Omitted]
EXHIBIT "A-3"
ALLOCATED PURCHASE PRICES
Facility
Allocated
Purchase
Price
Legacy Ranch
$ 11,500,000
Isle at Cedar Ridge
$ 21,000,000
Isle at Watercrest - Bryan
$ 21,000,000
Watercrest at Bryan
$ 26,700,000
Isle at Watercrest - Mansfield
$ 25,000,000
Watercrest at Mansfield
$ 45,000,000
The Park at Plainfield
$ 26,500,000
The Springs
$ 10,500,000
Total
$ 187,200,000
EXHIBIT "B"
FORM OF ESCROW AGREEMENT FOR
EARNEST MONEY DEPOSIT
[Intentionally Omitted]
EXHIBIT "C-1"
FORM OF ILLINOIS DEED
[Intentionally Omitted]
EXHIBIT "C-2"
FORM OF TEXAS DEED
[Intentionally Omitted]
EXHIBIT "D"
FORM OF BILL OF SALE
[Intentionally Omitted]
EXHIBIT "E"
FORM OF ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY
[Intentionally Omitted]
EXHIBIT "F"
FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
[Intentionally Omitted]
EXHIBIT "G"
FORM OF ASSIGNMENT AND ASSUMPTION OF RESIDENT AGREEMENTS
[Intentionally Omitted]
EXHIBIT "H"
FORM OF FIRPTA CERTIFICATE
[Intentionally Omitted]
EXHIBIT "I"
FORM OF OWNER'S AFFIDAVIT
[Intentionally Omitted]
EXHIBIT "J"
FORM OF NOTICE TO RESIDENTS
[Intentionally Omitted]
EXHIBIT "K"
FORM OF ASSIGNMENT OF PURCHASE CONTRACT
TO APPLICABLE PROPERTY
[Intentionally Omitted]
EXHIBIT "L"
CAP AMOUNTS
[Intentionally Omitted]
EXHIBIT "M"
FORM OF POST-CLOSING ESCROW AGREEMENT
[Intentionally Omitted]
EXHIBIT