FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
EXIHIBIT
10.24.6
FIFTH
AMENDMENT TO AMENDED
AND
RESTATED MASTER LEASE
THIS
FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
made
and entered into as of June 1, 2006 (the "Effective Date"), by and among HEALTH
CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER
HCP,
LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP
HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA,
LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP,
Texas HCP, and HCP AL shall be referred to herein, collectively, as their
interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING,
LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO,
INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH,
L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE
AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT
ORANGE, INC., a Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT PRINCE
XXXXXXX, INC., a Delaware corporation ("Prince Xxxxxxx Inc."), SUMMERVILLE
AT
XXXXXXXX, L.L.C., a New Jersey limited liability company ("Xxxxxxxx LLC"),
SUMMERVILLE AT VOORHEES, L.L.C., a New Jersey limited liability company
("Voorhees LLC"), SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation
("Westminster Inc."), SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited
liability company ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware
limited liability company ("Ocala West LLC"), SUMMERVILLE AT CY-FAIR ASSOCIATES,
L.P., a Delaware limited partnership ("Cy-Fair LP"), SUMMERVILLE AT FRIENDSWOOD
ASSOCIATES, L.P., a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE
AT NEW PORT XXXXXX, LLC, a Delaware limited liability company ("New Port Xxxxxx
LLC"), SUMMERVILLE AT LAKELAND, LLC, a Delaware limited liability company
("Lakeland LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited liability
company ("St. Augustine LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware
limited liability company ("Ocala East LLC"), SUMMERVILLE AT VENICE, LLC, a
Delaware limited liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND
HILLS
ASSOCIATES, L.P., a Delaware limited partnership ("Lakeland Hills LP"),
SUMMERVILLE AT IRVING ASSOCIATES, L.P., a Delaware limited partnership ("Xxxxxx
XX"), XXXXXXXXXXX AT CHESTNUT HILL, LLC, a Delaware limited liability company
("Chestnut Hill LLC"), SUMMERVILLE 9, LLC, a Delaware limited liability company
("Summerville 9"), SUMMERVILLE AT CARROLLWOOD, LLC, a Delaware limited liability
company ("Carrollwood LLC"), and SUMMERVILLE AT GAINESVILLE, LLC, a Delaware
limited liability company ("Gainesville LLC") (LHAL LLC, Cobbco Inc.,
Hillsborough LLC, Ocoee Inc., Port Orange Inc., Prince Xxxxxxx Inc., Xxxxxxxx
LLC, Voorhees LLC, Westminster Inc., Pinellas LLC, Ocala West LLC, Cy-Fair
LP,
Friendswood LP, New Port Xxxxxx LLC, Lakeland LLC, St. Augustine LLC, Ocala
East
LLC, Venice LLC, Lakeland Hills LP, Xxxxxx XX, Chestnut Hill LLC, Summerville
9,
Carrollwood LLC, and Gainesville LLC shall be collectively, and jointly and
severally, referred to herein as "Lessee"), on the other hand, with respect
to
the following:
RECITALS
A. Lessor,
as "Lessor," and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port
Orange Inc., Prince Xxxxxxx Inc., Xxxxxxxx LLC, Voorhees LLC, Westminster Inc.,
Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Xxxxxx LLC,
Lakeland LLC, St. Augustine LLC, Ocala East LLC, Venice LLC, Lakeland Hills
LP,
Xxxxxx XX, and Chestnut Hill LLC (collectively, and jointly and severally,
"Current Lessee"), as "Lessee", are parties to that certain Amended and Restated
Master Lease dated as of April 20, 2005 (the "Original Master Lease"), as
amended by that certain First Amendment to Amended and Restated Master Lease
dated as of September 1, 2005 (the "First Amendment"), that certain Second
Amendment to Amended and Restated Master Lease dated as of December 22, 2005
(the "Second Amendment"), that certain Third Amendment to Amended and Restated
Master Lease dated as of January 31, 2006 (the "Third Amendment"), and that
certain Fourth Amendment to Amended and Restated Master Lease and Consolidation
and Restatement of Xxxxxxx Lake Facility Master Lease dated as of May 31, 2006
(the "Fourth Amendment," and together with the Original Master Lease, the First
Amendment, the Second Amendment, and the Third Amendment, the "Master Lease"),
covering the Leased Property of twenty-three (23) mixed skilled nursing and
assisted living care Facilities located in California, Connecticut, Florida,
Maryland, New Jersey, Ohio, Texas and Virginia. All capitalized terms used
in
this Amendment and not otherwise defined or modified herein shall have the
meanings assigned to such terms in the Master Lease.
B. Pursuant
to the terms of that certain Guaranty of Obligations dated as of April
20,
2005 (as the same has been or may hereafter be amended or reaffirmed from time
to time in writing, the "Guaranty"), made by Summerville Senior Living, Inc.,
a
Delaware corporation ("Guarantor") in favor of Lessor, Guarantor guaranteed
the
obligations of Current Lessee under the Master Lease, all as more particularly
described therein.
C. HCP,
as Buyer, and Guarantor, as Seller, have entered into to that certain
Contract
of Acquisition, dated as of May 31, 2006 (as the same may be amended or modified
in accordance with the terms thereof, the "Group 8 Facilities Contract of
Acquisition"), pursuant to which HCP is purchasing and acquiring from Guarantor
(or pursuant to which Guarantor is causing to be transferred and conveyed to
HCP) on and effective as of the Effective Date, the following:
(i) the
real property located in Tampa, Florida and more particularly described on
Exhibit A-24
attached hereto, together with all improvements and fixtures thereon,
related rights and certain Personal Property relating thereto (the "Carrollwood
Facility"); and
(ii) the
real property located in Gainesville, Florida and more particularly described
on
Exhibit A-25
attached hereto, together with all improvements and fixtures thereon,
related rights and certain Personal Property relating thereto (the "Gainesville
Facility").
The
Carrollwood Facility and the Gainesville Facility are sometimes referred to
herein, individually, as a "Group 8 Facility," and collectively, as the "Group
8
Facilities."
D. Effective
immediately upon the Effective Date and Closing Date {as defined in the Group
8
Facilities Contract of Acquisition), Lessor desires to add to the Leased
Property and lease to Lessee, and Lessee desires to lease from Lessor, the
Group
8 Facilities, and each of them, upon the terms and conditions set forth in
the
Master Lease, as amended by this Amendment.
X. Xxxxxx
and Lessee desire to enter into this Amendment to effectuate the matters set
forth in the above Recitals, all as more particularly described
herein.
AMENDMENT
NOW
THEREFORE, in consideration of the foregoing Recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Lessor and Lessee hereby agree as follows:
1. Leasing.
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the
Leased Property of the Group 8 Facilities upon all of the terms and conditions
set forth in the Master Lease, as amended by this Amendment. All references
herein and in the Master Lease to a "Facility" or "Facilities" shall mean each
Facility (as defined in the Master Lease) together with the Group 8 Facilities,
and each of them.
2. Joint
and Several Liability of Lessee. From and after the Effective
Date,
Carrollwood
LLC and Gainesville LLC shall {i) be jointly and severally liable for all of
the
obligations of the "Lessee" under the Master Lease, as hereby amended, and
(ii)
assume jointly and severally with Current Lessee, all obligations of "Lessee"
arising under the Master Lease, as hereby amended, on, prior to or after the
Effective Date.
3. [Intentionally
Omitted]
4. Modifications
to Terms of the Master Lease. Effective as of the Effective Date, the Master
Lease shall be amended and supplemented in the following
particulars:
(a) New
Definitions. Except as otherwise expressly provided or unless the
context otherwise requires, for all purposes of the Master Lease, as hereby
amended, the terms defined in this Section 4(a) shall have the meanings assigned
to them as provided below and shall be added to Article II of the Original
Master Lease (as amended by the First Amendment, the Second Amendment, the
Third
Amendment and the Fourth Amendment) to read, in their entireties, as
follows:
"Allocated
Group 8 Facility Buyer's Transaction Costs: With respect to each Group 8
Facility, an amount equal to the Group 8 Facility Buyer's Transaction Costs,
multiplied by the following applicable percentages relating to such
Facility:
|
|
(a)
|
Carrollwood
Facility:
|
50%
|
|
|
(b)
|
Gainesville
Facility:
|
50%
|
|
|
Total:
|
100%"
|
"Carrollwood
Facility: That certain Facility located in Tampa, Florida."
"Gainesville
Facility: That certain Facility located in Gainesville, Florida."
"Group
8 Facilities Contract of Acquisition: As defined in Recital C of this
Amendment."
"Group
8 Facility(ies): Each of those Facilities identified as a Group 8 Facility
on Exhibit C attached hereto."
"Group
8 Facility Buyer's Transaction Costs: The 'Buyer's Transaction Costs' as
defined in the Group 8 Facilities Contract of Acquisition."
"Group
8 Facility Escalator: An amount equal to the greater of (i) Seventy-Five
Percent (75%) of the applicable CPI Increase or (ii) Two and Three-Quarters
Percent (2.75%)."
"Group
8 Facility Partial Lease Year CPI Increase: For purposes of determining the
Group 8 Facility Purchase Price, the percentage increase, if any, in (i) the
Cost of Living Index published for the month which is two (2) months prior
to
the date of closing of Lessee's purchase of the Leased Property of the
applicable Group 8 Facility, over (ii) the Cost of Living Index published for
the month which is two (2) months prior to the commencement of the then current
Lease Year in which such closing occurs."
"Group
8 Facility Purchase Price: With respect to each Group 8 Facility at any
given time, the sum of:
(i) the
Allocated Initial Investment with respect to such Group 8 Facility, as increased
each Lease Year from and after the applicable Restatement Date for such Facility
by the greater of (A) the Fixed Adjustment Factor (cumulative and compounded)
for such Facility (and, as also increased by the Fixed Adjustment Factor on
the
date of closing if Lessee's purchase of the Leased Property of such Facility
occurs on any day other than the first (1st) day
of a Lease
Year with respect to such Facility) or (B) the applicable CPI Increase
(cumulative and compounded) for such Facility commencing upon the expiration
of
the first (1St) Lease
Year with
respect to such Facility, and upon the expiration of each Lease Year thereafter
with respect to such Facility (and, as also increased by the Group 8 Facility
Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
of
the Leased Property of such Facility occurs on any day other than the first
(1st) day
of a Lease
Year with respect to such Facility); plus
(ii) any
Capital Addition Costs paid, funded or accrued by Lessor withrespect to such
Group 8 Facility, as increased from and after the date of each such payment,
funding or accrual by Lessor of any such Capital Addition Costs by the greater
of (A) Fixed Adjustment Factor each Lease Year (cumulative and compounded)
for
such Facility (and, as also increased by the Fixed Adjustment Factor on the
date
of closing if Lessee's purchase of the Leased Property of such Facility occurs
on any day other than the first (18) day of
a Lease
Year with respect to such Facility) or (B) the applicable CPI
Increase
(cumulative and compounded) for such Facility commencing upon the expiration
of
the first (1st) Lease
Year with
respect to such Facility, and upon the expiration of each Lease Year thereafter
with respect to such Facility (and, as also increased by the Group 8 Facility
Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
of
the Leased Property of such Facility occurs on any day other than the first
(1st) day
of a Lease
Year with respect to such Facility).
For
purposes of this definition of "Group 8 Facility Purchase Price," "Fixed
Adjustment Factor" shall mean Three Percent (3%); provided, however, that if
the
closing of Lessee's purchase of the Leased Property of the applicable Group
8
Facility occurs on a date other than the first (1st) day
of a Lease
Year with respect to such Facility, then such "Fixed Adjustment Factor" as
of
the date of such closing shall mean Three Percent (3%) times a fraction, the
numerator of which equals the number of days elapsed in the Lease Year in which
such closing occurs, and the denominator of which is three hundred sixty
(360)."
"Group
8 Facility Put Event Price: With respect to any Group 8 Facility at any
given time, the sum of (i) the Minimum Repurchase Price for such Facility,
plus (ii) an amount which, upon the closing, equals an annually
compounded return equal to the applicable Group 8 Facility Escalator per year
on
(A) the Allocated Initial Investment for such Facility accruing from and after
the applicable Restatement Date for such Facility and (B) any Capital Addition
Costs funded by Lessor for such Facility accruing from and after the date of
funding; provided, however, that if the closing of Lessee's purchase of the
Leased Property of the applicable Group 8 Facility occurs on a date other than
the first (18)
day of a Lease Year with respect to such Facility, then for purposes of
determining the annually compounded return applicable for the Lease Year in
which such closing occurs, the Group 8 Facility Escalator shall be an amount
equal to the greater of (A) Seventy-Five Percent (75%) of the Group 8 Partial
Lease Year CPI Increase or (ii) Two and Three-Quarters Percent (2.75%) times
a
fraction, the numerator of which equals the number of days elapsed in the Lease
Year in which such closing occurs, and the denominator of which is three hundred
sixty (360)."
(b) Supplemented
Definitions. The following definitions appearing in Article
II of the Original Master Lease (as amended by the First Amendment, the Second
Amendment, the Third Amendment and the Fourth Amendment) shall be supplemented
as follows:
Annual
Minimum Capital Project Amount: With respect to each Group 8 Facility,
during each Lease Year with respect to such Group 8 Facility, the following
amounts:
(i) With
respect to the Carrollwood Facility, $37,200.00; and
(ii) With
respect to the Gainesville Facility, $40,800.00.
Notwithstanding
the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
Capital Project Amount for each Group 8 Facility represents an amount equal
to
(A) the number of licensed units located at such Group 8 Facility
times (B) Four Hundred Dollars ($400.00). In the event that
the number of licensed units for any Group 8 Facility is increased or decreased
in accordance with the terms of the Master Lease, as hereby amended, the Annual
Minimum Capital Project Amount for such Group 8 Facility shall be increased,
or
decreased, as applicable, by an amount equal to (1) the number of such licensed
units increased or decreased at such Group 8 Facility times (2) Four
Hundred Dollars ($400.00).
Annual
Minimum Capital Project Amount Overage: With respect to each Group 8
Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
Project Costs incurred and paid by Lessee in funding Capital Projects for such
Group 8 Facility in the immediately preceding two (2) Lease Years and for which
Lessor has received paid invoices, receipts or other commercially reasonable
evidence or supporting information as is customary to evidence such
expenditures, verifying the cost and payment of funding such Capital Projects,
and an Officer's Certificate certifying that the applicable item(s) of Capital
Projects have been completed, less (ii) the amounts disbursed by Lessor to
Lessee from any Replacement Reserve on account of such Capital Projects to
such
Group 8 Facility in accordance with the terms of Section 9.3.1 of the Master
Lease, as hereby amended, in excess of (b) the Annual Minimum Capital Project
Amount for such Group 8 Facility for such prior two (2) Lease Year
period.
Deed:
With respect to each Group 8 Facility, "Deeds" as defined in the Group
8
Facilities Contract of Acquisition.
Fair
Market Rental: With respect to each Group 8 Facility, the definition of Fair
Market Rental applicable to the Group 2 Facilities, the Group 3 Facilities,
the
Group 4
Facilities, the Group 5 Facilities, the Chestnut Hill Facility and the
Xxxxxxx Lake Facility, but in each instance relating to such Group 8
Facility.
Lease
Year: With respect to each Group 8 Facility, the first Lease Year for such
Group 8 Facility shall be the period commencing on the applicable Restatement
Date with respect to such Group 8 Facility and ending May 31 2007, and each
subsequent Lease Year for any Group 8 Facility shall be each period of twelve
(12) full calendar months after the last day of the prior Lease Year; provided,
however, that the last Lease Year for each Group 8 Facility during the Term
may
be a period of less than twelve (12) full calendar months and shall end on
the
last day of the Term for such Facility.
Restatement
Date: With respect to each Group 8 Facility, the Effective Date of this
Amendment, which shall also be the commencement date of the Master Lease, as
hereby amended, with respect to each such Group 8 Facility.
Transaction
Documents: The meaning given to such term in the Original Master Lease (as
amended by the First Amendment, the Second Amendment, the Third Amendment and
the Fourth Amendment), together with this Amendment and the Group 8 Facilities
Contract of Acquisition.
(c) Definition
of Lessee. The definition of "Lessee" appearing in Article II of the
Original Master Lease (as amended and restated pursuant to the First Amendment,
the Second Amendment, the Third Amendment and the Fourth Amendment) shall be
further amended and restated to have the meaning given to such term in the
preamble of this Amendment.
(d) Amendment
to Letter of Credit Amount. From and after the Effective Date hereof, the
percentage "7.1%" appearing in the definition of "Letter of Credit Amount"
in
Article II of the Original Master Lease (as amended and restated pursuant to
the
First Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment) shall read "6.3%."
(e) Leased
Property; Tenn. The phrase "Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities and the Chestnut Hill Facility, the applicable Restatement
Date" appearing in the last paragraph of Article I of the Original Master Lease
(as amended by the First Amendment, the Second Amendment, the Third Amendment
and the Fourth Amendment) is hereby amended to read "Group 3 Facilities, the
Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility and
the
Group 8 Facilities, the applicable Restatement Date."
(f) Minimum
Rent. With respect to each Group 8 Facility:
(i) For
the period from the Effective Date through the expiration of the first (1st) Lease
Year with
respect to such Group 8 Facility, Lessee shall pay to Lessor as monthly
"Allocated Minimum Rent" for such Group 8 Facility at the times and in the
manner provided in Section 3.1 of the Master Lease, as hereby amended, the
amount allocated to and set forth or determined pursuant to the formula opposite
such Group 8 Facility on Exhibit C to the Master Lease, as hereby
amended. The first monthly payment of Allocated Minimum Rent for each such
Group
8 Facility shall be payable on the Effective Date (prorated as to any partial
calendar month at the beginning of the Term with respect to each such Facility);
and
(ii) Commencing
upon the expiration of the first (18t) Lease
Year for
each Group 8 Facility and upon the expiration of each Lease Year thereafter
during the Fixed Term for such Group 8 Facility, the then current monthly
Allocated Minimum Rent for such Group 8 Facility for such Lease Year shall
be
increased by an amount equal to the Group 8 Facility Escalator.
(iii) For
the first (1St) Lease
Year of
each Extended Term for each Group 8 Facility, if any, the monthly Allocated
Minimum Rent for such Group 8 Facility shall be equal to the greater of (a)
the
then current monthly Fair Market Rental for such Facility and (b) the monthly
Allocated Minimum Rent payable for such Group 8 Facility during the last Lease
Year of the immediately preceding Term, as increased by the Group 8 Facility
Escalator.
(iv) Commencing
upon the expiration of the first (1st) Lease
Year of
each Extended Term, if any, for each Group 8 Facility and upon the expiration
ofeach Lease Year thereafter during such Extended Term, the then current monthly
Allocated Minimum Rent for such Group 8 Facility shall be increased by an amount
equal to the Group 8 Facility Escalator.
(v) The
last paragraph of 3.1 of the Original Master Lease shall apply with respect
to
any adjustment of the Allocated Minimum Rent with respect to any Group 8
Facility pursuant to clauses (ii), (iii), and (iv) above.
(vi) Lessee
shall continue to pay all Minimum Rent with respect to the balance of the
Facilities at the times, in the manner and in the amounts set forth in or
determined by the Master Lease, as hereby amended.
(g) Condition
of the Leased Property. The phrase "Group 3 Facilities, the Group 4
Facilities, the Group 5 Facilities and the Chestnut Hill Facility, the
applicable Restatement Date" appearing in clause (ii) and in clause (b) of
Section 7.1 of the Original Master Lease (as amended by the First Amendment,
the
Second Amendment, the Third Amendment and the Fourth Amendment) is hereby
amended to read "Group 3 Facilities, the Group 4 Facilities, the Group 5
Facilities, the Chestnut Hill Facility and the Group 8 Facilities, the
applicable Restatement Date," in each instance.
(h) Maintenance
and Repair. The phrase "Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities and the Chestnut Hill Facility, the applicable Restatement
Date" appearing in Section 9.1.1 of the Original Master Lease (as amended by
the
First Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment) is hereby amended to read "Group 3 Facilities, the Group 4
Facilities, the Group 5 Facilities, the Chestnut Hill Facility and the Group
8
Facilities, the applicable Restatement Date."
(i) Capital
Projects. The phrases "Group 3 Facilities, Group 4 Facilities, Group 5
Facilities, Chestnut Hill Facility and Xxxxxxx Lake Facility" and "Group 3
Facility, Group 4 Facility, Group 5 Facility, Chestnut Hill Facility or Xxxxxxx
Lake Facility" appearing a number of times in Section 9.3 of the Original Master
Lease (as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment) are hereby amended to read "Group 3
Facilities, Group 4 Facilities, Group 5 Facilities, Chestnut Hill Facility,
Xxxxxxx Lake Facility and Group 8 Facilities" and "Group 3 Facility, Group
4
Facility, Group 5 Facility, Chestnut Hill Facility, Xxxxxxx Lake Facility or
Group 8 Facility" respectively, in each instance.
(j) Liens.
The phrase "Group 3 Facilities, the Group 4 Facilities, the Group 5
Facilities and the Chestnut Hill Facility, the applicable Restatement Date,
with
respect to such Group 3 Facility, Group 4 Facility, Group 5 Facility and the
Chestnut Hill Facility" appearing in Section 11.1 of the Original Master Lease
(as amended by the First Amendment, the Second Amendment, the Third Amendment
and the Fourth Amendment) is hereby amended to read "Group 3 Facilities, the
Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility and
the
Group 8 Facilities, the applicable Restatement Date, with respect to such Group
3 Facility, Group 4 Facility, Group 5 Facility, the Chestnut Hill Facility
and
Group 8 Facility."
(k) Casualty.
For purposes of Section 14.2.1 and 14.2.2 of the Original Master
Lease (as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment), the purchase price as provided therein
with
respect to any Group 8 Facility shall be the Group 8 Facility Purchase Price
immediately prior to such damage or destruction.
(1) Condemnation.
For purposes of Section 15.1.4 of the Original Master
Lease (as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment), Lessor shall be entitled to receive from
any Award relating to any Group 8 Facility, subject to the rights of Facility
Mortgagees, no less than the applicable Group 8 Facility Purchase Price
immediately prior to the institution of the Condemnation.
(m) Events
of Default. The phrase "the Group 3 Facility Contract of Acquisition, the
Group 4 Facilities Contract of Acquisition, the Group 5 Facilities Contract
of
Acquisition, the Chestnut Hill Facility Contract of Acquisition and/or the
Xxxxxxx Lake Facility Contract of Acquisition" appearing in each of Sections
16.1(a) and 16.1(k) of the Original Master Lease (as amended by the First. Amendment,
the
Second Amendment, the Third Amendment and the Fourth Amendment) is hereby
replaced with the phrase "the Group 3 Facility Contract of Acquisition, the
Group 4 Facilities Contract of Acquisition, the Group 5 Facilities Contract
of
Acquisition, the Chestnut Hill Facility Contract of Acquisition, the Xxxxxxx
Lake Facility Contract of Acquisition and/or the Group 8 Facilities Contract
of
Acquisition."
(n) Lessee's
Obligation to Purchase. For purposes of Section 16.5 of the Original Master
Lease (as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment), the amount required to be paid by Lessee
upon any exercise of Lessor's rights to require Lessee to purchase a Group
8
Facility following a Put Event pursuant to such Section shall be equal to the
applicable Group 8 Facility Put Event Price for such Facility, plus, in any
event, all Rent then due and payable (excluding the installment of Minimum
Rent
due on the purchase date) under the Master Lease, as hereby amended, with
respect to such Group 8 Facility.
(o) Quiet
Enjoyment. The phrase "Group 3 Facilities, Group 4 Facilities, the Group 5
Facilities or the Chestnut Hill Facility, the applicable Restatement Date"
appearing in Section 32.1 of the Original Master Lease (as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment)
is hereby amended to read "Group 3 Facilities, the Group 4 Facilities, the
Group
5 Facilities, the Chestnut Hilt Facility or the Group 8 Facilities, the
applicable Restatement Date."
(p) Lessee's
Option to Purchase.
(i) Section
35.1.6 of the Original Master Lease (as amended by the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment) is hereby
further amended to read, in its entirety, as follows:
"35.1.6 Group
8 Facilities. Provided no Event of Default has occurred
and is continuing hereunder, Lessee shall have the option to purchase the Leased
Property of all (but not less than all) of the Group 8 Facilities upon the
expiration of the tenth (10th) Lease
Year of the
Group 8 Facilities, for an amount equal to the sum of the applicable Group
8
Facility Purchase Price for all of the Group 8 Facilities."
(ii) A
new Section 35.1.7 is added to the Original Master Lease to read, in its
entirety, as follows:
"35.1.7 General.
Lessee shall exercise the option(s) to purchase the Leased
Property set forth in Sections 35.1.1, 35.1.2, 35.1.3, 35.1.4 and/or 35.1.5
above, as applicable, by (i) opening an escrow (the 'Escrow') with and by
depositing either (1) cash or (2) a letter of credit from a financial
institution and in form in each case acceptable to Lessor, the sum of Two and
One-Half Percent (2.5%) of (A) with respect to the Group 1 Facility(ies), the
Minimum Repurchase Price, (B) with respect to the Group 3 Facilities and Group
4
Facilities, the sum of (x) the Group 3 Facility Purchase Price for all of the
Group 3 Facilities,plms (y) the Group 4 Facility Purchase Price for all of
the
Group 4 Facilities (as reasonably estimated by Lessor with respect to any Group
4 Facility for which the Group 4 Facility Purchase Price has not yet been
determined), (C) with respect to the Group 5 Facilities, the Group 5 Facility
Purchase Price for all of the Group 5 Facilities (as reasonably estimated by
Lessor with respect to any Group 5 Facility for which the Group 5 Facility
Purchase Price has not yet been determined), (D) with respect to the Chestnut
Hill Facility, the Chestnut Hill Facility Purchase Price (as reasonably
estimated by Lessor with respect to such Facility if the Chestnut Hill Facility
Purchase Price has not yet been determined), (E) with respect to the Xxxxxxx
Lake Facility, the Xxxxxxx Lake Facility Purchase Price, and (F) with respect
to
the Group 8 Facilities, the Group 8 Facility Purchase Price for all of the
Group
8 Facilities (as reasonably estimated by Lessor with respect to any Group 8
Facility for which the Group 8 Facility Purchase Price has not yet been
determined) (the `Opening Deposit') and a copy of this Lease with a national
title company reasonably acceptable to Lessor ("Escrow Holder") and giving
written notice to Lessor of such deposit with Escrow Holder no earlier than
fifteen (15) months and not less than twelve (12) months prior to the expiration
of (u) with respect to the Group 1 Facility(ies), the Fixed Term or the Extended
Term, as applicable, (v) with respect to the Group 3 Facilities and Group 4
Facilities, the tenth (10th) Lease
Year of the
Group 4 Facilities, (w) with respect to the Group 5 Facilities, the tenth
(10th) Lease
Year of the Group 5 Facilities, (x) with respect to the Chestnut Hill Facility,
the tenth (10th) Lease
Year of the
Chestnut Hill Facility, (y) with respect to the Xxxxxxx Lake Facility, the
tenth
(1061) Lease
Year of the Xxxxxxx Lake Facility, and (z) with respect to the Group 8
Facilities, the tenth (10th) Lease
Year of the
Group 8 Facilities, and (ii) delivering to Lessor
concurrent with such notice a reaffirmation of the Guaranty executed by
Guarantors stating, in substance, that Guarantors' obligations under the
Guaranty shall extend to the purchase contract formed by Lessor and Lessee
upon
proper and timely exercise of such option. If Lessee shall not be entitled
to
exercise such option (e.g., by reason of an Event of Default) or shall be
entitled to exercise the same but shall fail to do so within the time and in
the
manner herein provided, such option shall lapse and thereafter not be
exercisable by Lessee. No failure by Lessor to notify Lessee of any defect
in
any attempted exercise of the foregoing option shall be deemed a waiver by
Lessor of the right to insist upon Lessee's exercise of such option in strict
accordance with the provisions hereof. In the event that Lessee shall properly
and timely exercise such option, then such transaction shall be consummated
on
or within ten (10) days after the expiration of (i) with respect to the Group
1
Facility(ies), the Fixed Term or the Extended Tell'', as applicable,
(ii) with respect to the Group 3 Facilities and Group 4 Facilities, the tenth
(10th) Lease
Year of the Group 4 Facilities, (iii) with respect to the Group 5 Facilities,
the tenth ( 10th) Lease
Year of
the Group 5 Facilities, (iv) with respect to the Chestnut Hill Facility, the
tenth (10th)
Lease Year of the Chestnut Hill Facility, (v) with respect to the Xxxxxxx Lake
Facility, the tenth (10th) Lease
Year of the
Xxxxxxx Lake Facility, and (vi) with respect to the Group 8 Facilities, the
tenth (10th)
Lease Year of the Group 8 Facilities, but in all cases subject to any delays
resulting from (A) a cause described in Section 45.1.16 below or (B) Lessor's
breach of its obligations set forth in this Section 35 (the 'Outside Closing
Date')."
(q) Exhibits
and Schedules.
(i) auplements
to Exhibit A. Exhibits A-24 and A-25 attached hereto is hereby
appended to and shall become part of Exhibit A to the Master
Lease.
(ii) Replacement
of Exhibit C and Schedule 7.4.1. Exhibit C and Schedule 7.4.1
to the Original Master Lease (as amended by the First Amendment,
the Second
Amendment, the Third Amendment and the Fourth Amendment) are hereby further
amended and replaced, in their entirety, with Exhibit C and Schedule
7.4.1 attached hereto, respectively.
5. Representations
and Warranties of Lessee. As of the Effective Date hereof, each Lessee
represents and warrants to the Lessor as follows:
(a) Lessee
is duly organized and validly existing under the laws of its state of
organization/formation, is qualified to do business and in good standing in
the
State and has full power, authority and legal right to execute and deliver
this
Amendment and to perform and observe the provisions of this Amendment to be
observed and/or performed by Lessee.
(b) This
Amendment has been duly authorized, executed and delivered by Lessee, and
constitutes and will constitute the valid and binding obligations of Lessee
enforceable against Lessee in accordance with its terms, except as such
enforceability may be limited by creditors rights, laws and general principles
of equity.
(c) Lessee
is solvent, has timely and accurately filed all tax returns required to be
filed
by Lessee, and is not in default in the payment of any taxes levied or assessed
against Lessee or any of its assets, or subject to any judgment, order, decree,
rule or regulation of any governmental authority which would, in each case
or in
the aggregate, adversely affect Lessee's condition, financial or otherwise,
or
Lessee's prospects or the Leased Property.
(d) No
consent, approval or other authorization of, or registration, declaration or
filing with, any governmental authority is required for the due execution and
delivery of this Amendment, or for the performance by or the validity or
enforceability of this Amendment against Lessee.
(e) The
execution and delivery of this Amendment and compliance with the provisions
hereof will not result in (i) a breach or violation of (A) any Legal Requirement
applicable to Lessee or any Facility now in effect; (B) the organizational
or
charter documents of such party; (C) any judgment, order or decree of any
governmental authority binding upon Lessee; or (D) any agreement or instrument
to which Lessee is a counterparty or by which it is bound; or (ii) the
acceleration of any obligation of Lessee.
6. Financing
Statement Amendments. Lessee hereby authorizes Lessor to file such financing
statement amendments and other documents as may be necessary or desirable to
perfect or continue the perfection of Lessor's security interest in the
Collateral (including the Collateral relating to the Group 8
Facilities).
7. Reaffiimation
of Master Lease and Treatment Thereof. Lessor and Lessee hereby acknowledge,
agree and reaffirm that (a) except as otherwise expressly provided in
the Master Lease, as hereby amended, the Master Lease, as hereby amended, is
and
the parties intend the same for all purposes to be treated as a single,
integrated and indivisible agreement, and (b) the Master Lease, as hereby
amended, shall be treated as an operating lease for all purposes and not as
a
synthetic lease, financing lease or loan, and the Lessor shall be entitled
to
all of the benefits of ownership of the Leased Property, including depreciation
for all federal, state and land tax purposes.
8. Full
Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
amended, the Master Lease shall remain in full force and effect. This Amendment
may be executed in any number of counterparts, all of which shall constitute
one
and the same instrument. Telecopied signatures may be used in place of original
signatures on this Amendment, and Lessor and Lessee both intend to be bound
by
the signatures of the telecopied document.
9. Transfer
Consideration. Lessor and Lessee acknowledge that (a) the Transfer
Consideration Facilities currently consist of the Group 1 Facilities and the
Group 2 Facilities
only, (b) the Group 3 Facilities, the Group 4 Facilities, the Group 5
Facilities, the Chestnut Hill Facility, the Xxxxxxx Lake Facility and the Group
8 Facilities are not deemed Transfer Consideration Facilities, and (c) Lessee
shall have no obligation to pay Transfer Consideration in connection with any
Transfer relating to such Group 3 Facilities, Group 4 Facilities, Group 5
Facilities, Chestnut Hill Facility, the Xxxxxxx Lake Facility or Group 8
Facilities.
10. Repair
and Maintenance Required at the Group 8 Facilities. Lessee shall, at its own
cost and expense, complete on or before August 30, 2006 all of the repair and
maintenance work to each of the Group 8 Facilities set forth on Appendix A
attached hereto (the "Required Repair Work") in a good and workmanlike
manner acceptable to Lessor in its reasonable discretion and otherwise in the
manner required pursuant to the terms of Article IX of the Master Lease, as
hereby amended; provided, however, that with respect to the Foundation-Related
Required Repair Work, the same shall be completed in a good and workmanlike
manner acceptable to Lessor in its sole and absolute discretion and otherwise
in
the manner required pursuant to the terms of Article IX of the Master Lease,
as
hereby amended. Without in any way limiting Lessor's rights pursuant to Article
IX and Section 26.1 of the Master Lease, as hereby amended, Lessor and its
agents shall have the right to inspect the Leased Property of either or both
of
the Group 8 Facilities and any portion thereof and all systems contained therein
at any reasonable time to determine Lessee's compliance with its obligations
under this Paragraph 10. Lessee shall reimburse Lessor for all costs and
expenses incurred by Lessor in connection with the inspections provided for
in
this Paragraph 10 promptly following its receipt of Lessor's invoice therefore,
which costs shall not exceed One Thousand Dollars ($1,000.00), together with
all
experts and consultants costs incurred by Lessor in addition to the foregoing
$1,000 in connection with the inspection of the Foundation-Related Required
Repair Work, which Lessor currently estimates to be approximately One Thousand
Seven Hundred Fifty Dollars ($1,750.00). Upon completion of the Required Repair
Work, Lessee shall deliver to Lessor (i) evidence that the Required Repair
Work
has been completed in a manner acceptable to Lessor in its reasonable discretion
or sole and absolute discretion, as applicable, (ii) copies of all paid
invoices, receipts or other commercially reasonable evidence or supporting
information as is customary to evidence the expenditures relating to the
completion of such Required Repair Work, along with an Officer's Certificate
certifying that such Required Repair Work has been completed, and (iii) to
the
extent applicable, affidavits, lien waivers or other evidence reasonably
satisfactory to Lessor showing that all materialmen, laborers, subcontractors
and any other parties who might or could claim statutory or common law liens
and
are furnishing or have furnished material or labor to the Leased Property of
the
Group 8 Facilities have been (or upon receipt of a sum certain will be) paid
all
amounts due for labor and materials furnished to the Leased Property of such
Group 8 Facilities. Lessor and Lessee acknowledge and agree that, pursuant
to
the terms of the Group 8 Facilities Contract of Acquisition, HCP, as "Buyer"
under the Group 8 Facilities Contract of Acquisition, held back Thirty Thousand
Five Hundred Dollars ($30,500.00) (the "Holdback Amount") of the "Purchase
Price" (as defined in the Group 8 Facilities Contract of Acquisition) payable
on
the Closing Date by HCP to Guarantor, as "Seller" under the Group 8 Facilities
Contract of Acquisition, as additional security to ensure the performance by
Lessee of its obligations hereunder with respect to the Foundation-Related
Required Repair Work (as defined in Appendix A attached hereto) at the
Carrollwood Facility. Provided Lessee completes the Foundation-Related Required
Repair Work on or before August 30, 2006 in accordance with the provisions
of
this Paragraph 10, then HCP shall pay to Guarantor the Holdback Amount within
ten (10) Business Days following Lessee's completion of the Foundation-Related
Required Repair Work and delivery to Lessor of each of the items set forth
in
clauses "(i)" through "(iii)" above relating to such Foundation-Related Required
Repair Work. The failure by Lessee to complete any of the Required Repair Work
on or before August 30, 2006 in accordance with the provisions of this Paragraph
10, or the failure by Lessee to otherwise perform or comply with its obligations
under this Xxxxxxxxx 00, xxxxx xx deemed an Event of Default under the Master
Lease, as hereby amended. In addition to the foregoing, Lessor and Lessee
acknowledge and agree that the failure by Lessee to complete the
Foundation-Related Required Repair Work shall result in a forfeiture by
Guarantor of the Holdback Amount, pursuant to the terms of the Group 8
Facilities Contract of Acquisition.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year first written above.
|
LESSOR:
|
HEALTH
CARE PROPERTY INVESTORS, INC.,
|
||
|
a
Maryland corporation
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
Xxxxxx
X. Xxxxxxx
|
|||
|
Its
|
Senior
Vice President
|
:
|
|
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx X. Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
X. Xxxx
|
||
|
(print)
|
|||
|
WESTMINSTER
HCP, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
HCPI/Tennessee,
LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
its
Sole Member
|
|||
|
By:
|
Health
Care Property Investors, Inc.,
|
||
|
a
Maryland corporation,
|
|||
|
its
Managing Member
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
Its:
|
Xxxxxx
X. Xxxxxxx
|
||
|
Senior
Vice President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx X. Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
X. Xxxx
|
||
|
(print)
|
|||
|
LESSOR
(Continued):
|
TEXAS
HCP HOLDING, L.P.,
|
||
|
a
Delaware limited partnership
|
|||
|
By:
|
Texas
HCP G.P., Inc.,
|
||
|
a
Delaware corporation
|
|||
|
By:
|
/s/Xxxxxx
X. Xxxxxxx
|
||
|
Xxxxxx
X. Xxxxxxx
|
|||
|
Its:
|
Senior
Vice President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx X. Mass
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
X. Xxxx
|
||
|
(print)
|
|||
|
HCP
AL OF FLORIDA, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
Health
Care Property Investors, Inc.,
|
||
|
a
Maryland corporation,
|
|||
|
its
Managing Member
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
Its:
|
Xxxxxx
X. Xxxxxxx
|
||
|
Senior
Vice President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx X. Mass
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx X. Mass | ||
|
(print)
|
|||
|
LESSEE:
|
LH
ASSISTED LIVING, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT COBBCO, INC.,
|
|||
|
a
California corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT HILLSBOROUGH, L.L.C.,
|
||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT OCOEE, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/ Xxxxxxx
Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT PORT ORANGE, INC.,
|
||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT PRINCE XXXXXXX, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx Xxxxxx | ||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT XXXXXXXX, L.L.C.,
|
||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT VOORHEES, L.L.C.,
|
|||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT WESTMINSTER, INC.,
|
||
|
a
Maryland corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT PINELLAS PARK, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA WEST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT CY-FAIR ASSOCIATES, L.P.,
|
|||
|
a
Delaware limited partnership
|
|||
|
By:,
|
Summerville
at CY-Fair, LLC
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT FRIENDSWOOD ASSOCIATES,
|
||
|
L.P.,
a Delaware limited partnership
|
|||
|
By:,
|
Summerville
at Friendswood, LLC
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT NEW PORT XXXXXX, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT ST. AUGUSTINE LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA EAST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT VENICE, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND HILLS
|
||
|
ASSOCIATES,
L.P., a Delaware limited partnership
|
|||
|
By:
|
Summerville
at Lakeland Hills, LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT IRVING ASSOCIATES, L.P.,
|
|||
|
a
Delaware limited partnership
|
|||
|
By:
|
Summerville
at Irving, LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CHESTNUT HILL, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
9, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CARROLLWOOD, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT GAINESVILLE, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
CONSENT,
REAFFIRMATION AND AGREEMENT OF GUARANTOR
The
undersigned Guarantor hereby (i) reaffirms all of its obligations under the
Guaranty, (ii) consents to the foregoing Amendment and (iii) agrees that
(A) its
obligations under the Guaranty shall extend to Lessee's duties, covenants
and
obligations pursuant to the Master Lease, as hereby amended, and (B) the
Guaranty as hereby reaffirmed and extended shall be for the benefit of each
party comprising Lessor under the Master Lease, as hereby
amended.
|
SUMMERVILLE
SENIOR LIVING, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
