THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
Exhibit
10.24.4
THIRD
AMENDMENT TO AMENDED
AND
RESTATED MASTER LEASE
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
made
and entered into as of January 31, 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"), and SUMMERVILLE AT CHESTNUT HILL, LLC, a Delaware limited liability
company ("Chestnut Hill 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, and Chestnut Hill 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,
and Xxxxxx XX (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"), as further amended by that certain Second
Amendment to Amended and Restated Master Lease dated as of December 22, 2005
(the "Second Amendment", and together with the Original Master Lease and
the
First Amendment, the "Master Lease"), covering the Leased Property of twenty-one
(21) mixed skilled nursing and assisted living care Facilities located in
California, Connecticut, Florida, Maryland, New Jersey, 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.
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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 of even date herewith (as the same may be amended or modified
in
accordance with the terms thereof, the "Chestnut Hill Facility 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 real property located
in
Columbus, Ohio and more particularly described on Exhibit A22
attached hereto, together with all improvements and fixtures thereon, related
rights and certain Personal Property relating thereto (the "Chestnut Hill
Facility").
D. Effective
immediately upon the Effective Date and Closing Date (as defined in the Chestnut
Hill Facility Contract of Acquisition), Lessor desires to add to the Leased
Property and lease to Lessee, and Lessee desires to lease from Lessor, the
Chestnut Hill Facility 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 Chestnut Hill Facility 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 Chestnut
Hill Facility.
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2. Joint
and Several Liability of Lessee. From and after the Effective Date, Chestnut
Hill 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 and the Second Amendment) to read, in their
entireties, as follows:
"Chestnut
Hill Facility: That certain Facility located in Columbus,
Ohio."
"Chestnut
Hill Facility Buyer's Contribution to Seller's Costs: The `Buyer's
Contribution to Seller's Costs' as defined in the Chestnut Hill Facility
Contract of Acquisition."
"Chestnut
Hill Facili Contract of Ac• uisition: As defined in Recital C of this
Amendment."
"Chestnut
Hill 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%)."
"Chestnut
Hill Facility Purchase Price: The sum of (I) the Minimum Repurchase Price
for the Chestnut Hill Facility, plus (2) an amount which, upon the
closing or the applicable date, equals an annually compounded return equal
to
Three Percent (3%) per year on (A) the Allocated Initial Investment for the
Chestnut Hill Facility accruing from and after the Restatement Date for the
Chestnut Hill Facility and (B) any Capital Addition Costs funded by Lessor
for
the Chestnut Hill Facility accruing from and after the date of
funding."
"Chestnut
Hill Facility Put Event Price: The sum of (i) the Minimum Repurchase Price
for the Chestnut Hill Facility, plus (ii) an amount which, upon the
closing, equals an annually compounded return equal to the Chestnut Hill
Facility Escalator per year on (A) the Allocated Initial Investment for the
Chestnut Hill Facility accruing from and after the Restatement Date for the
Chestnut Hill Facility and (B) any Capital Addition Costs funded by Lessor
for
the Chestnut Hill Facility accruing from and after the date of
funding."
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"Chestnut
Hill Facility Transaction Costs: The 'Buyer's Transaction Costs' as defined
in the Chestnut Hill Facility Contract of Acquisition."
(b) Supplemented
Definitions. The following definitions appearing in Article II of the
Original Master Lease (as amended by the First Amendment and the Second
Amendment) shall be supplemented as follows:
Annual
Minimum Capital Project Amount: With respect to the Chestnut Hill Facility,
during each Lease Year with respect to such Facility, an amount equal to
Forty-Four Thousand Dollars ($44,000.00).
Notwithstanding
the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
Capital Project Amount for the Chestnut Hill Facility represents an amount
equal
to (A) the number of licensed units located at such Facility times (B)
Four Hundred Dollars ($400.00). In the event that the number of licensed
units
for the Chestnut Hill Facility is increased or decreased in accordance with
the
terms of the Master Lease, as hereby amended, the Annual Minimum Capital
Project
Amount for the Chestnut Hill 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 Facility times (2) Four Hundred Dollars
($400.00).
Annual
Minimum Capital Project Amount Overage: With respect to the Chestnut Hill
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
the
Chestnut Hill 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
the
Chestnut Hill 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 the Chestnut Hill Facility for such prior two (2) Lease
Year
period.
Deed:
With respect to the Chestnut Hill Facility, "Deed" as defined in the
Chestnut Hill Facility Contract of Acquisition.
Fair
Market Rental: With respect to the Chestnut Hill Facility, the definition of
Fair Market Rental applicable to the Group 2 Facilities, the Group 3 Facilities,
the Group 4 Facilities, and the Group 5 Facilities but in each instance relating
to the Chestnut Hill Facility.
Lease
Year: With respect to the Chestnut Hill Facility, the first Lease Year for
such Facility shall be the period commencing on the Restatement Date with
respect to such Facility and ending January 31, 2007, and each subsequent
Lease
Year for such 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 the Chestnut Hill 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.
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Restatement
Date: With respect to the Chestnut Hill Facility, the Effective Date of this
Amendment, which shall also be the commencement date of the Master Lease,
as
hereby amended, with respect to such Facility.
Transaction
Documents: The meaning given to such term in the Original Master Lease (as
amended by the First Amendment and the Second Amendment), together with this
Amendment and the Chestnut Hill Facility 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
and the Second 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 "8.02%" 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 and the Second Amendment) shall read "7.7%".
(e) Leased
Property; Tenn. The phrase "Group 3 Facilities, the Group 4 Facilities and
the Group 5 Facilities, the applicable Restatement Date" appearing in the
last
paragraph of Article I of the Original Master Lease (as amended by the First
Amendment and the Second Amendment) is hereby amended to read "Group 3
Facilities, the Group 4 Facilities, the Group 5 Facilities and the Chestnut
Hill
Facility, the applicable Restatement Date."
(f) Minimum
Rent. With respect to the Chestnut Hill Facility:
(i) For
the period from the Effective Date through the expiration of the first (0)
Lease
Year with respect to the Chestnut Hill Facility, Lessee shall pay to Lessor
as
monthly "Allocated Minimum Rent" for such 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 Facility on Exhibit C to the Master Lease, as hereby amended. The
first monthly payment of Allocated Minimum Rent for such Facility shall be
payable on the Effective Date (prorated as to any partial calendar month
at the
beginning of the Term with respect to such Facility); and
(ii) Commencing
upon the expiration of the first (1st) Lease
Year for
the Chestnut Hill Facility and upon the expiration of each Lease Year thereafter
during the Fixed Term for such Facility, the then current monthly Allocated
Minimum Rent for such Facility for such Lease Year shall be increased by
an
amount equal to the applicable Chestnut Hill Facility Escalator.
(iii) For
the first (1st) Lease
Year of
each Extended Term for the Chestnut Hill Facility, if any, the monthly Allocated
Minimum Rent for such 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 Facility during the last Lease Year
of
the immediately preceding Term, as increased by the Chestnut Hill Facility
Escalator.
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(iv)
Commencing upon the expiration of the first OM Lease Year of each Extended
Term,
if any, for the Chestnut Hill Facility and upon the expiration of each Lease
Year thereafter during such Extended Term, the then current monthly Allocated
Minimum Rent for such Facility shall be increased by an amount equal to the
Chestnut Hill 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 the Chestnut
Hill
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.
(g) Condition
of the Leased Property. The phrase "Group 3 Facilities, the Group 4
Facilities, and the Group 5 Facilities, 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 and the Second Amendment) is hereby
amended to read "Group 3 Facilities, the Group 4 Facilities, the Group 5
Facilities and the Chestnut Hill Facility, the applicable Restatement Date,"
in
each instance.
(h) Capital
Projects. The phrases "Group 3 Facilities, Group 4 Facilities
and Group 5 Facilities" and "Group 3 Facility, Group 4 Facility or Group
5
Facility" appearing a number of times in Section 9.3 of the Original Master
Lease (as amended by the First Amendment and the Second Amendment) are hereby
amended to read "Group 3 Facilities, Group 4 Facilities, Group 5 Facilities
and
Chestnut Hill Facility" and "Group 3 Facility, Group 4 Facility, Group 5
Facility or Chestnut Hill Facility," respectively, in each
instance.
(i) Liens. The
phrase "Group 3 Facilities, the Group 4 Facilities, and the
Group
5 Facilities, the applicable Restatement Date with respect to such Group
3
Facility, Group 4 Facility and Group 5 Facility" appearing in Section 11.1
of
the Original Master Lease (as amended by the First Amendment and the Second
Amendment) is hereby amended to read "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."
(j) Casualty.
For purposes of Section 14.2.1 and 14.2.2 of the Original Master
Lease (as amended by the First Amendment and the Second Amendment), the purchase
price as provided therein with respect to the Chestnut Hill Facility shall
be
the Chestnut Hill Facility Purchase Price immediately prior to such damage
or
destruction.
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(k) Condemnation.
For purposes of Section 15.1.4 of the Original Master
Lease (as amended by the First Amendment and the Second Amendment), Lessor
shall
be entitled to receive from any Award relating to the Chestnut Hill Facility,
subject to the rights of Facility Mortgages, no less than the Chestnut Hill
Facility Purchase Price immediately prior to the institution of the
Condemnation.
(1) Events
of Default. The phrase "the Group 3 Facility Contract of Acquisition, Group
4 Facilities Contract of Acquisition and/or Group 5 Facilities Contract of
Acquisition" is 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 and/or the Chestnut Hill 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 and the Second
Amendment).
(m) Lessee's
Obligation to Purchase. For purposes of Section 16.5 of the Original Master
Lease (as amended by the First Amendment and the Second Amendment), the amount
required to be paid by Lessee upon any exercise of Lessor's rights to require
Lessee to purchase the Chestnut Hill Facility following a Put Event pursuant
to
such Section shall be equal to the Chestnut Hill Facility Put Event Price,
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 Facility.
(n) Quiet
Enjoyment. The phrase "Group 3 Facilities, Group 4 Facilities or the Group 5
Facilities, the applicable Restatement Date" appearing in Section 32.1 of
the
Original Master Lease (as amended by the First Amendment and the Second
Amendment) is hereby amended to read "Group 3 Facilities, the Group 4
Facilities, the Group 5 Facilities or the Chestnut Hill Facility, the applicable
Restatement Date."
(o)
Lessee's
Option to Purchase.
(i) Section
35.1.4 of the Original Master Lease (as amended by the First Amendment and
the
Second Amendment) is hereby further amended to read, in its entirety, as
follows:
"35.1.4 Chestnut
Hill Facility. Provided no Event of Default has occurred and is continuing
hereunder, Lessee shall have the option to purchase the Leased Property of
the
Chestnut Hill Facility upon the expiration of the tenth (10th) Lease
Year of the
Chestnut Hill Facility, for an amount equal to the Chestnut Hill Facility
Purchase Price."
(ii) A
new Section 35.1.5 is added to the Original Master Lease to read, in its
entirety, as follows:
"35.1.5 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 and/or 35.1.4 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, plus
(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), and (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) (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 (w) with respect to the Group 1 Facility(ies), the Fixed Term or the Extended
Term, as applicable, (x) with respect to the Group 3 Facilities and Group
4
Facilities, the tenth (10th) Lease
Year of the
Group 4 Facilities, (y) with respect to the Group 5 Facilities, the tenth
(10th) Lease
Year of
the Group 5 Facilities, and (z) with respect to the Chestnut Hill Facility,
the
tenth (10th)
Lease Year of such Facility 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
Term, 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 Facility, and (iv) with respect to the Chestnut Hill Facility,
the
tenth (10th)
Lease Year of such Facility, 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')."
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(p) Exhibits
and Schedules.
(i) Supplements
to Exhibit A. Exhibit A-22 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
and the
Second Amendment) are hereby further amended and replaced, in their entirety,
with Exhibit C and Schedule 7.4.1 attached hereto,
respectively.
5. Covenants
of Lessee With Respect to Health Care License and Certificate of
Occupancy. Without in any way limiting any of the duties, covenants, and
obligations of Lessee under the Master Lease, as hereby amended, and
notwithstanding anything to the contrary in the Master Lease, as hereby amended,
or any of the other Transaction Documents, including the Chestnut Hill Facility
Contract of Acquisition, Lessee hereby covenants and agrees with respect
to the
Chestnut Hill Facility as follows:
(a) Health
Care License. Not later than fifteen (15) days after the Effective Date
hereof, Lessee shall obtain and deliver to Lessor a validly-issued license
to
operate the Chestnut Hill Facility for its Primary Intended Use and for all
other uses (if any) contemplated under the Master Lease, including to operate
an
assisted living facility at the Chestnut Hill Facility, in conformance with
all
Governmental Requirements (as defined in the Chestnut Hill Facility Contract
of
Acquisition) from the applicable Government Authority (as defined in the
Chestnut Hill Facility Contract of Acquisition).
(b) Certificate
of Occupancy. Lessee and Lessor acknowledge that the original developer of
the Chestnut Hill Facility did not obtain a certificate of occupancy with
respect to the Chestnut Hill Facility, and therefore, no later than December
31,
2006, Lessee shall obtain and deliver to Lessor a validly-issued certificate
of
occupancy with respect to the Chestnut Hill Facility from the applicable
Government Authority, and Lessee shall pay all costs and expenses incurred
in
connection therewith, including any costs and expenses incurred in connection
with addressing and/or correcting any matters with respect to the Chestnut
Hill
Facility needed to obtain a validly-issued certificate of
occupancy.
Notwithstanding
anything to the contrary in the Master Lease, as hereby amended, or any of
the
other Transaction Documents, including the Chestnut Hill Facility Contract
of
Acquisition, a failure by Lessee to fulfill its obligations under this Section
5
of this Amendment shall constitute an Event of Default and a Put Event with
respect to the Chestnut Hill Facility under the Master Lease, as hereby
amended.
6. Representations
and Warranties of Lessee. As of the Effective Date hereof, each Lessee
represents and warrants to the Lessor as follows:
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(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.
7. 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 Chestnut Hill
Facility).
8. Reaffirmation
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.
9. 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
10. 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 and the Chestnut Hill Facility 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 or Chestnut Hill
Facility.
[Signatures
on Next Page]
10
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/
Illegible
|
||
|
Its:
|
|
||
|
WITNESSES
|
|||
|
/s/
Xxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxx X Xxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
X Xxxxx
|
||
|
(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/
Illegible
|
||
|
Its:
|
|
||
|
WITNESSES
|
|||
|
/s/
Xxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxx X Xxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
X Xxxxx
|
||
|
(print)
|
|||
11
|
LESSOR
(Continued):
|
TEXAS
HCP HOLDING, L.P.,
|
||
|
a
Delaware limited partnership
|
|||
|
By:
|
Texas
HCP G.P., Inc., a Delaware corporation
|
||
|
By:
|
/s/
Illegible
|
||
|
Its:
|
|
||
|
WITNESSES
|
|||
|
/s/
Xxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxx X Xxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
X Xxxxx
|
||
|
(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/
Illegible
|
||
|
Its:
|
|
||
|
WITNESSES
|
|||
|
/s/
Xxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxx X Xxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
X Xxxxx
|
||
|
(print)
|
|||
12
|
LESSEE:
|
LH
ASSISTED LIVING, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
|
SUMMER
VILLE AT COBBCO, INC.,
|
|||
|
a
California corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
13
|
LESSEE
(Continued):
|
SUMMERVILLE
AT HILLSBOROUGH,
|
||
|
L.L.C.,
|
|||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
14
|
LESSEE
(Continued):
|
SUMMERVILLE
AT PORT ORANGE, INC.,
|
||
|
a
Delaware corporation company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
15
|
LESSEE
(Continued):
|
SUMMERVILLE
AT XXXXXXXX, L.L.C.,
|
||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
16
|
LESSEE
(Continued):
|
SUMMERVILLE
AT WESTMINSTER, INC.,
|
||
|
a
Maryland corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
17
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA WEST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
18
|
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
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
19
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
20
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA EAST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
21
|
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
|
|||
|
Its:
|
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
22
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CHESTNUT HILL, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
23
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
|
|||
|
Its:
|
President
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXX
XXXXXXXX
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
XXXXXXX
XXXXXX
|
||
|
(print)
|
|||
24
