SECOND AMENDMENT TO MASTER LEASE DOCUMENT GENERAL TERMS
AND CONDITIONS AND LEASES ENTERED INTO PURSUANT THERETO
THIS SECOND AMENDMENT TO MASTER LEASE DOCUMENT GENERAL TERMS AND
CONDITIONS AND LEASES ENTERED INTO PURSUANT THERETO (this "Amendment") is
entered into as of this 5th day of October, 1998, by and between HRPT PROPERTIES
TRUST, a Maryland real estate investment trust formerly known as Health and
Retirement Properties Trust ("Lessor"), and CONNECTICUT SUBACUTE CORPORATION, a
Delaware corporation ("Lessee").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Document General Terms and
Conditions, dated as of July 23, 1993, as amended by letter agreement, dated
November 16, 1995 (as so amended, the "Master Lease Document") and the Leases
entered into pursuant thereto, all dated as of July 23, 1993, as amended by
letter agreement, dated November 16, 1995 (as so amended, collectively, the
"Facility Leases"), Lessor leased to Lessee and Lessee leased from Lessor
certain premises located in Bristol, Waterbury and Wallingford, Connecticut,
each as more particularly described in and subject to and upon the terms and
conditions set forth in the Leases; and
WHEREAS, pursuant to a First Amendment to Master Lease Document
General Terms and Conditions and Leases Entered Into Pursuant Thereto, dated
_______, 1996 (the "Amendment"), Lessor and Lessee amended certain terms of the
Master Lease Document (as amended by the Amendment, the "Master Lease") and the
Facility Leases (as amended by the Amendment, the "Leases"); and
WHEREAS, Lessor and Lessee now wish to amend further certain terms
and conditions of the Master Lease and the Leases;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Lessor and Lessee hereby
agree as follows:
1. Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings ascribed to such terms in the Master Lease and the
Leases.
2. Section 3.1 of the Master Lease is hereby amended by inserting the
following paragraph at the end thereof:
-2-
Effective on the date of each disbursement to pay for the
cost of any improvements or renovations pursuant to Section 10.7, the
Minimum Rent shall be adjusted, effective on the date of such
disbursement, to an annual sum equal to ten percent (10%) of the
amount so disbursed. If any such disbursement is made during any
calendar month on a day other than the first day of a calendar month,
Lessee shall pay to Lessor on the first day of the immediately
following calendar month (in addition to the amount of Minimum Rent
payable with respect to such month, as adjusted pursuant to this
paragraph) the amount by which Minimum Rent for the preceding month,
as adjusted for such disbursement, exceeded the amount of Minimum
Rent payable by Lessee for such preceding month without giving effect
to such adjustment.
3. Article 10 of the Leases is hereby amended by inserting the
following section at the end thereof:
10.7 Additional Improvements; Advances. At any time during
that portion of the Term expiring prior to the Additional Applicable
Expiration Date (as defined below), Lessor agrees to advance to
Lessee, from time to time, as hereinafter provided, an aggregate
amount pursuant to this Section 10.7, with respect to each Leased
Property, of up to the Additional Improvements Funding Amount (as
defined below) for the purpose of making of such improvements to the
applicable Leased Property as Lessee shall determine, subject to and
in accordance with the applicable terms and conditions of this Master
Lease Document and the applicable Lease and existing laws and
regulations, including, without limitation, certificate of need
restrictions. The obligation of Lessor to make each advance pursuant
to this Section 10.7 shall be subject to the prior or simultaneous
satisfaction of the following conditions:
(a) At the time of each disbursement, no Event of
Default or event which with the giving of notice and/or
lapse of time may constitute an Event of Default shall have
occurred and be continuing; and
(b) At least fifteen (15) Business Days before
the date on which Lessee desires a disbursement to be made
hereunder (but in no event subsequent to the Additional
Applicable Expiration Date), Lessee shall submit to Lessor
a written requisition and the substantiation therefor which
shall include paid bills and invoices with respect to the
work for which reimbursement is sought, together with
such other information with respect thereto as Lessor may
require, including, without
-3-
limitation, the items identified in Section 10.3, if
applicable. Any such requisition shall be for not less than
$100,000 (or such lesser amount as shall constitute the
difference between the Additional Improvements Funding
Amount and the aggregate of all prior disbursements). Such
requisitions shall be made not more frequently than
monthly.
For purposes of this Section 10.7, "Additional Applicable
Expiration Date" shall mean December 31, 1999.
For purposes of this Section 10.7, "Additional Improvements
Funded Amount" shall mean (i) with respect to the Initial
Leased Property known as Brook Hollow Nursing Home and
located in Wallingford, Connecticut, One Hundred
Seventy-Five Thousand Dollars ($175,000); (ii) with respect
to the Initial Leased Property known as Cedar Lane Nursing
Home and located in Waterbury, Connecticut, Four Hundred
Thousand Dollars ($400,000); and (iii) with respect to the
Initial Leased Property known as Forestville Nursing Home
and located in Bristol, Connecticut, Four Hundred
Twenty-Five Thousand Dollars ($425,000).
4. As amended hereby, the Master Lease and Leases are ratified and
confirmed and declared to be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date above first written.
HRPT PROPERTIES TRUST
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Its President
LESSEE:
CONNECTICUT SUBACUTE CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------
Its President
