Free Motion for Preliminary Injunction - District Court of Delaware - Delaware

Ju 1 1 1 0)ase91=:041¤z:v-00910-GIVIS Document 86-9 Filed 07/13/2005 Page 1 of 4 P · 1
July 11, 2005
VIA FACSHVIILE, E-MAIL AND FEDERAL I’RESS TO:
Integrated Health Services of Cliff Manor, Inc.
Integrated Health Services of Riverbend, Inc.
Integrated Health Services at Somerset Valley, Inc.
Alpine Manor, Inc.
Briarcliff Nursing Home, Inc.
Integrated Health Group
Spring Creek of IHS, Inc.
F irelands of IHS, Inc.
Elm Creek of IHS, Inc.
(collectively, the "'l`enants")
II-IS Long Term Care, Inc.
Abe Briarwood Corp.
Tri-State Health Investors, LLC
Attention: Harry Grunstein, President
c/0 National Senior Care
c/o Mariner Health Care Inc.
The Highlands I
920 Ridgebrook Road
Sparks, MD 21152
Facsimile No.: 410-773-2020
Re: Notice of Default Under Master Lease Agregtntg
Dear Mr. Grunstein:
Reference is made to: (i) the March 2002 Sripuiation and Order by and between
Integrated Health Services, Inc. ("lHS") and certain of its direct and indirect subsidiaries on
the one hand, and THCI Company LLC (the "Landlo:d") on the other (the "March 2002
Stipulation”), which established that IHS and 9 of its subsidiaries assumed their nine
respective leases (the "Leases"), (ii) the April 23, 2003 Order ofthe United States
Bankruptcy Court for the District of Delaware, which provides that "a Master Lease shall be
deemed to exist, which Master Lease shall be deemed to incorporate the tenns set forth in
paragraphs 3(a), (b), (c), (d), (e), and (t) ofthe March 2002 Stipulation and shall iiuther be
deemed to incorporate by reference all terms ofthe existing Leases to the extent not
inconsistent with the March 2002 Stipulation;" and (iii) the Confirmation Order in the
bankruptcy proceedings of Integrated Health Services, Inc. entered on May l2, 2003, which
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Jul 1 1 §}gsgg1,:@@]4:v-00910-GIVIS Document 86-9 Filed 07/13/2005 Page 2 of 4 P - 2
provides, inter alia, that “the Master Lease shall be treated as an assumed lease pursuant to
section 365 ofthe Bankruptcy Code, and the applicabie Debtor(s) party to such Master Lease
shall perform the Master Lease until the Effective Date ofthe Plan, after which the Master
Lease shall be performed by the applicable Reorganized Debtor(s) .... "
As you know, numerous uncured defaults exist under the Master Lease as specified in
notices provided to Tenants in letters dated, among others, July 6, 2005; June 3, 2005; and
May 6, 2005. In light of these defaults, and considering Tenants’ stated position that they do
not wish to remain in possession ofthe Facilities, Landlord hereby requests Tenants’
voluntary surrender ofthe Facilities upon terms and conditions to be mutually agreed. These
terms and conditions would be designed to accompiish a smooth transition ofthe Facilities
and would take into account, tirst and foremost, the health and well-being ofthe residents of
the Facilities. Moreover, this surrender would be jtgthout prejudice to any legal rights of
Landlord and Tenants including but not limited to issues which are the subject of the various
litigation matters among the parties and Landlord’s ri ght to seek all damages due from
Tenants or any guarantor arising from breaches ofthe Master Lease.
If Tenants do not agree to a voluntary surrender of the Facilities, this letter will serve
as Landlord’s notice to Tenants to surrender the Fzciiities on a date to be determined, no less
than IO days from the date hereof contingent upon, among other things, receipt by
Landlord’s designees of the necessary state licenses and appropriate arrangements for the
health and well-being ofthe residents. In addition, Landlord intends to seek eviction of the
Tenants as soon as reasonably practicable, subject to similar conditions, and Tenants’
continued possession of the Facilities will be the consent ofthe Landlord.
Furthermore, pursuant to Section 38.2 of each ofthe nine Leases, as incorporated by
reference into the Master Lease, Tenants are required to use their best eiforts to transfer to
Landlord or Landlord’s nominee all licenses, permits, governmental authorizations and
contracts. Landlord will hold Tenants responsible for all damages, including delays, caused
by Tenant’s failure to abide by this provision.
Pursuant to Section 16.7 of each ofthe nine Leases, as incorporated by reference into
the Master Lease, Tenants are responsible for the costs of enforcement following an event of
default. Landlord has incurred significant costs and expenses to date. An involuntary
eviction proceeding would require substantial additional costs, which could be avoided if
Tenants agree to voluntarily vacate the Facilities.
If you wish to discuss this matter, please contact me at 201 -242-4905 or Bob
Grossman of Arent Fox 212-484-3950 immediately.
Very truly yours,
THCI Company LLC
By: é.£l_A4Am.A»@»
Michael S. Sherman
Vice President and General Counsel
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Jul 1 1 glgsggtzzgéycv-00910-GIVIS Document 86-9 Filed 07/13/2005 Page 3 of 4 P · 3
TO: (VIA FACSIMILE, E-MAIL AND FEDERAL EXPRESS)
H—IS Long Term Care, Inc.
Integrated Health Services of Cliff Manor, Inc.
Integrated Health Services of Riverbend, Inc.
Integrated Health Services at Somerset Valley, Inc.
Alpine Manor, Inc.
Briarcliff Nursing Home, Inc.
Integrated Health Group
Spring Creek of IHS, Inc.
Firelands of IHS, Inc.
Elm Creek of H-IS, Inc.
c/o National Senior Care
c/o Mariner Health Care Inc.
The Highlands
920 Ridgebrook Road
Sparks, MD 21152
Attention: Harry Grunstein, President
Facsimile No.: 41 O-773-2020
ABE Briarwood Corp.
c/o SMV Property Holdings, LLC
c/o Cammeby’s International Ltd.
45 Broadway, 25°‘ Floor
New York, NY 10006
Facsimile No.: 212-284-3798
Attention: Rubin Schron
IHS Long Term Care, Inc.
The Highlands
910 Ridgebrook Road
Sparks, Maryland 21152
IHS Long Term Care, Inc.
c/0 Robert H. F reilich
Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, CA 90071
Facsimile No. 213-9%-3314
rczlzenfrei.Lt<;[email protected].
Abe Briarwood Corp.
c/o Kaufman Group
321 Fifth Avenue, 3rd Floor
New York, New York 10016
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Attention: Uri Kauthian
Abe Briarwood Corp.
c/o Troutman Sanders LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Amos Alter, Esq,
Facsimile No. 2l2—704-5914
[email protected]
Attention: Leonard Grunstein, Esq.
Facsimile No.: 212-704-5910
leorrard. [email protected]
Abe Briarwood Corp.
c/0 Duane Morris LLP
1100 North Market Street, Suite 1200
Wilmington, Delaware 19801-1246
Attention; Michael Lastowski, Esq.
Facsimile No.: 302-657-4901
[email protected]
Abe Briarwood Corp.
c/o Backenroth Frankel & Krinsky LLP
489 Fifth Avenue
New York, New York 10017
Attention: Abraham J. Backenroth, Esq.
Facsimile No.; 212-644-0544
[email protected]
Tri—State Health Investors, LLC
1680 Michigan Avenue, Suite 736
Miami Beach, Florida 33139
Facsimile No.: 305-538-2699
Attention: Avi Klein
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