EXHIBIT 10.20
AMENDMENT NO. 2 TO MASTER AGREEMENT TO LEASE
This Amendment No. 2 (hereinafter "Amendment 2") is made to that certain
Master Agreement to Lease between National Health Investors, Inc. ("Landlord")
and National HealthCare L.P. (formerly National HealthCorp L.P., now known as
"Tenant") dated October 17, 1991, (hereinafter "Master Lease"), and is entered
into effective this 15th day of January, 1996.
PRELIMINARY STATEMENTS:
WHEREAS, pursuant to the terms of the Master Lease, National HealthCare
L.P. ("NHC") has heretofore agreed to lease certain licensed nursing homes or
retirement centers in 40 geographical locations as identified on Exhibit A to
said Master Lease; and
WHEREAS, NHC has agreed to pay as additional rent for these facilities
certain "Assumed Mortgage Debt,"; and
WHEREAS, certain of the Mortgage Debt has, as of today, been repaid,
defeased, refunded or otherwise changed; and
WHEREAS, the parties agree to amend the Master Lease to reflect how NHC's
obligations pursuant to the Master Lease are to be handled hereinafter;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, the parties do hereby
amend the Master Lease by deleting the last sentence of Section 2.02.01 and
substituting in lieu thereof the following:
In the event that Landlord shall for any reason itself discharge
(including by prepayment) any Assumed Mortgage Debt, Tenant shall
thereafter pay the relevant Assumed Mortgage Debt Service Rent as follows:
a) If the parties cannot otherwise reach agreement, Tenant shall
thereafter pay the relevant Assumed Mortgage Debt Service Rent directly to
Landlord in accordance with the original payment terms of the Assumed
Mortgage Debt so discharged, or by agreement only
b) At that interest rate as paid by Landlord on any secured or
unsecured indebtedness, excluding the Line of Credit Note with Bank of
Tokyo, issued in a transaction occurring within 30 days or more before or
after the date of Landlord's prepayment with the principal of the Assumed
Mortgage Debt to be paid as directed by Landlord to Tenant from time to
time; provided further that in no event shall the principal payments on
the Assumed Mortgage Debt be greater than the principal payments that were
assumed at the time of the execution of the original Master Lease. To the
extent that any prepayment by Landlord has the effect of prepaying debt
owed by Tenant outside of its Assumed Mortgage Debt obligations under this
Master Lease, then Tenant agrees to repay NHI said amount by its
promissory note with a rate of interest as calculated in 2.02.01(b), with
interest to only accrue during the calendar year in which the prepayment
occurred and thereafter with principal and interest to be made in 180
equal monthly payments of principal and interest with said note to balloon
on December 31, 2006, unless the Master lease is renewed in whole or part,
in which case said note shall not balloon until December 31, 2011.
The parties agree to amend the individual leases for the various
Lease Properties from time to time in order to reflect Landlord's
designated payment of the principal and rent component pursuant to this
Section 2.02.01(b).
All the rest and residue of the Master Lease is hereby ratified and
affirmed this the 15th day of January, 1996.
NATIONAL HEALTH INVESTORS, INC.
/s/ Xxxxxxx X. XxXxxxx, Xx.
Xxxxxxx X. XxXxxxx, Xx., Vice President
NATIONAL HEALTHCARE L.P.
/s/ W. Xxxxxx Xxxxx
W. Xxxxxx Xxxxx, President
