                                                      [DO NOT PUBLISH]

             IN THE UNITED STATES COURT OF APPEALS
                                                                FILED
                     FOR THE ELEVENTH CIRCUIT U.S. COURT OF APPEALS
                                                         ELEVENTH CIRCUIT
                                                            NOV 22, 2006
                             No. 06-11801                 THOMAS K. KAHN
                         Non-Argument Calendar                CLERK



                  D. C. Docket No. 05-00052-CV-DHB-1
                      BKCY No. 03-10078-BKC-JS

IN RE: JENNINGS HEALTH CARE, INC.,
                                                           Debtor.
_________________________________________

NATIONAL HEALTH INVESTORS, INC.,

                                                          Plaintiff-Appellant,

                                  versus

JENNINGS HEALTH CARE,

                                                          Defendant-Appellee.



                Appeal from the United States District Court
                  for the Southern District of Georgia


                           (November 22, 2006)

Before TJOFLAT, BIRCH and CARNES, Circuit Judges.
PER CURIAM:

        This appeal arises out of five consolidated Chapter 11 proceedings. The

debtor-in-possession in each proceeding is an incorporated nursing home. In

1998, Thelma Allgood, the founder and manager of these homes, borrowed $11

million from National Health Investors, Inc. (“NHI”). The loan was secured by

the nursing homes’ real property, their accounts receivable, the guarantee of

Allgood’s husband, Thomas, and the Allgoods’ stock in the five nursing home

corporations. The documents evidencing the loan and security agreements were

later modified – in 1993, in 1994, and in 1996.

      In December 1998, the loan was restructured once again. The loan

documents contained a merger clause which recited that the restructured

agreement superceded and replaced all previous agreements and, further, a proviso

stating that the nursing homes’ “Medicaid Receivables, Medicare Receivables or

CHAMPUS Receivables or any other healthcare accounts” were no longer part of

the collateral securing the loan.

      After the nursing home corporations sought relief under Chapter 11, NHI

commenced adversary proceedings against them, seeking to enjoin them from

using the “government receivables” referred to in the above proviso on the theory

that it held a security interest in such receivables. Ruling on the parties’ reciprocal

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motions for summary judgment, the bankruptcy court disagreed. Construing the

security agreement, which NHI had prepared, the court concluded that the

agreement expressly excluded government receivables as collateral for NHI’s

loan. The court also rejected NHI’s alternative request to reform the security

agreement – effectively to eliminate the above proviso – on the ground of “mutual

mistake.”

       NHI appealed the bankruptcy court’s decision to the district court. On

February 13, 2006, the district court entered an order affirming that decision. NHI

now appeals, contending that the bankruptcy court erred in holding that NHI had

no security interest in the debtors’ government receivables and (assuming that it

had no such interest) in refusing to reform the security agreement to provide such

interest.

       For the reasons stated by the bankruptcy court in its dispositive ruling and

the district court in its February 13 order, we agree that the merger clause and the

proviso at issue eliminated NHI’s previous security interest in the debtors’

government receivables and that NHI is not entitled to a reformation of the

security agreement on the ground of mutual mistake.

       AFFIRMED.




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