FIFTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE Multiple Facilities
FIFTH AMENDMENT TO
SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
THIS FIFTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE (“Lease”) is executed and delivered as of this 31st day of December, 2010 and is entered into by OHI ASSET III (PA) TRUST, a Maryland business trust (“Lessor”), the successor by merger to OHI Asset II (OH), LLC, a Delaware limited liability company, and Ohio Lessor – Waterford & Crestwood, Inc., a Maryland corporation, the address of which is 000 Xxxxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxxx, XX 00000, OMG MSTR LSCO, LLC, an Ohio limited liability company (“Lessee One”), the successor by merger to CSC MSTR LSCO, LLC, and OMG LS LEASING CO., LLC, an Ohio limited liability company (“Lessee Two”, and collectively with Lessee One, “Lessee”), the address of which is 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000.
RECITALS
The circumstances underlying the execution and delivery of this Lease are as follows:
A. Lessee and Lessor have executed and delivered to each other a Second Consolidated Amended and Restated Master Lease dated as of April 18, 2008, as amended by a First Amendment to Second Consolidated Amended and Restated Master Lease dated as of July 31, 2009, a Second Amendment to Second Consolidated Amended and Restated Master Lease dated as of November 3, 2009, a Third Amendment to Second Consolidated Amended and Restated Master Lease dated as of April 1, 2010, and a Fourth Amendment to Second Consolidated Amended and Restated Master Lease dated as of October 1, 2010 (the “Existing Master Lease”) pursuant to which Lessee leases from Lessor certain healthcare facilities located in Ohio and Pennsylvania.
X. Xxxxxx and Lessee desire to amend the Existing Master Lease to provide for the payment of additional rent in connection with the transfer to Lessee or a Sublessee of .
The parties agree as follows:
1. Definitions.
(a) Any capitalized term used but not defined in this Amendment will have the meaning assigned to such term in the Existing Master Lease.
(b) In addition to the other definitions contained herein, when used in this Amendment the following term shall have the following meaning:
“Bed Additional Rent” means:
(1) During the period from September 1, 2010 thru December 31, 2011, the monthly sum of Four Thousand Six Hundred Sixty Six and 66/100 Dollars ($4,666.66);
(2) For the Lease Year commencing on January 1, 2012, an annual amount equal to the product of Fifty Six Thousand Dollars ($56,000) multiplied by (i) one hundred percent (100%) plus (ii) the lesser of (a) two (2) times the increase in the CPI (expressed as a percentage) and (b) two and one half percent (2.5%); and
(3) For the subsequent Lease Year, the product of (A) the Bed Additional Rent for the previous Lease Year multiplied by (i) one hundred percent (100%) plus (ii) the lesser of (a) two (2) times the increase in the CPI (expressed as a percentage) and (b) two and one half percent (2.5%); and
(c) The following definition defined in §2.1 of the Existing Master Lease is hereby amended in its entirety as follows:
Rent: Collectively, Base Rent, the Golden Years Additional Rent, the Bed Additional Rent and Additional Charges.
(d) From and after the date of this Amendment, each reference in the Transaction Documents to the Existing Master Lease, means the Existing Master Lease as modified by this Amendment.
2. Bed Additional Base Rent. Commencing as of September 1, 2010, Lessee shall pay the Bed Additional Rent pursuant to the terms and conditions of Article III of the Lease.
3. Sections 9.3.2 and 9.3.3. Sections 9.3.2 and 9.3.3 of the Existing Master Lease are hereby amended by deleting the words “December 31, 2010” in each place it occurs in each Section and inserting the words “December 31, 2011” in place thereof.
4. Schedule 9.3. Schedule 9.3 to the Existing Master Lease is hereby amended and restated in its entirety by Schedule 9.3 to this Amendment.
5. Section 38.4. Section 38.4 of the Existing Master Lease is amended and restated in its entirety as follows:
38.4 Option Price. If Lessee exercises its option to purchase the Lessee Option Property as set forth in this Lease, the purchase price for the Lessee Option Property (the “Lessee Purchase Price”) to be paid by Lessee shall be equal to the greater of (i) the Minimum Purchase Price (listed below) plus the Golden Years Addition Minimum Purchase Price, and (ii) the Allocated Purchase Price (listed below) plus the Golden Years Addition Purchase Price plus 50% of the amount, if any, that (A) the Fair Market Value of the Lessee Option Facilities on the date of exercise of the option exceeds (B) the Allocated Purchase Price plus the Golden Years Addition Purchase Price.
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Facility
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Allocated Purchase Price
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Minimum Purchase Price
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Northwestern Center
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$ | 5,378,350.46 | $ | 6,393,168.57 | ||||
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Columbus Center
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$ | 5,395,043.01 | $ | 6,413,010.77 | ||||
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Golden Years Healthcare Center
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$ | 3,219,706.84 | $ | 3,827,219.65 | ||||
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Oak Grove Center
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$ | 2,334,560.33 | $ | 2,775,058.61 | ||||
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Total
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$ | 16,327,660.65 | $ | 19,408,457.60 | ||||
The Lessee Purchase Price shall be payable by Lessee in immediately available funds at closing. The Lessee Option Deposit shall be applied against the Lessee Purchase Price at closing. Lessee shall also pay the cost of any revenue or transfer stamps required to be affixed to the deeds, and all reasonable expenses, disbursements and reasonable attorneys’ fees incurred by Lessor in the sale transaction.
6. Costs and Expenses. Lessee shall pay Lessor’s reasonable costs and expenses, including reasonable attorneys fees, incurred in connection with this Amendment.
7. Execution and Counterparts. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but when taken together shall constitute one and the same Amendment.
8. Headings. Section headings used in this Amendment are for reference only and shall not affect the construction of the Amendment.
9. Enforceability of Transaction Documents. Except as expressly and specifically set forth herein, the Transaction Documents remain unmodified and in full force and effect. In the event of any discrepancy between any other Transaction Document and this Amendment, the terms and conditions of this Amendment will control and such other Transaction Document is deemed amended to conform hereto.
SIGNATURE PAGES FOLLOW
Signature Page to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
LESSOR:
OHI ASSET III (PA) TRUST
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By:
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OHI Asset (PA), LLC, a Delaware limited liability company, its sole trustee
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By: Omega Healthcare Investors, a Maryland
corporation, its sole member
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Operating Officer
THE STATE OF MARYLAND )
)
COUNTY OF BALTIMORE )
This instrument was acknowledged before me on the 28th day of December, 2010, by Xxxxxx X. Xxxxx, the Chief Operating Officer of Omega Healthcare Investors, Inc., a Maryland corporation, the sole member of OHI Asset (PA), LLC, a Delaware limited liability company, the sole trustee of OHI Asset III (PA) Trust, a Maryland business trust, on behalf of said business trust.
Notary Public
Xxxxxx X. Xxxxxx
Baltimore County, MD My Commission Expires: May 12, 2012
Signature Page of 2
Signature Page to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
LESSEE:
OMG MSTR LSCO, LLC
By: HEALTH CARE HOLDINGS, LLC,
its Sole Member
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
OMG LS LEASING CO., LLC
By: OMG RE HOLDINGS, LLC,
its Sole Member
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
THE STATE OF OHIO )
)
COUNTY OF XXXXXXXX )
This instrument was acknowledged before me on the 29thday of December, 2010, by Xxxxxxx X. Xxxxxx, the Treasurer of HEALTH CARE HOLDINGS, LLC, an Ohio limited liability company, the sole member of OMG MSTR LSCO, LLC, an Ohio limited liability company, and of OMG RE HOLDINGS, LLC, an Ohio limited liability company, the sole member of OMG LS LEASING CO., LLC, an Ohio limited liability company, on behalf of said companies.
Notary Public
Xxxxxxxx X. Xxxxxxx
State of Ohio
My Commission Expires 3-28-2012
Signature Page of 2
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
The undersigned hereby ratify and affirm their respective Guaranties, Pledge Agreements, Security Agreements, Subordination Agreements and other Transaction Documents, and acknowledge and agree that the performance of the Loan Agreement and the Master Lease and obligations described therein are secured by their Guaranties, Pledge Agreements, Security Agreement, Subordination Agreement and other Transaction Documents on the same terms and conditions in effect prior to this Amendment.
CITY VIEW BORROWERS:
CITY VIEW NURSING & REHAB, LLC
CLEVELAND NH ASSET, LLC
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CFO and Treasurer
MARYLAND BORROWERS:
BEL PRE LEASING CO, LLC
RIDGE (MD) LEASING CO, LLC
MARLBORO LEASING CO, LLC
FAYETTE LEASING CO, LLC
LIBERTY LEASING CO, LLC
XXXXXX LEASING CO, LLC
PALL MALL LEASING CO, LLC
WASHINGTON (MD) LEASING CO, LLC
MARYLAND NH ASSET, LLC
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CFO and Treasurer
SUBLESSEES:
XXXXXXX LEASING CO., LLC
XXXXX LEASING CO., LLC
BRECKSVILLE LEASING CO., LLC
XXXXXX LEASING CO., LLC
XXXXX LEASING CO., LLC
PEARL LEASING CO., LLC
XXXXX XX LEASING CO., LLC
PEARL III LEASING CO., LLC
MERIT LEASING CO., LLC
FALLING LEASING CO., LLC
FRONT LEASING CO., LLC
MIDLAND LEASING CO., LLC
GARDEN LEASING CO., LLC
SKYLINE (PA) LEASING CO., LLC
OLD LEASING CO., LLC
XXXXX LEASING CO., LLC
AVIS LEASING CO., LLC
HERITAGE (OHIO) LEASING CO., LLC
GARDEN II LEASING CO., LLC
WATER LEASING CO., LLC
SOUTH II LEASING CO., LLC
SOUTH I LEASING CO., LLC
SOUTH III LEASING CO., LLC
XXXXXXXXX (MD) LEASING CO., LLC
ROCKY RIVER LEASING CO., LLC
CLIME LEASING CO., LLC
ROYCE LEASING CO., LLC
EAST WATER LEASING CO., LLC
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CFO and Treasurer
Ratification - Page of 7
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
GUARANTORS:
RESIDENT CARE CONSULTING CO., LLC
HEALTH CARE FACILITY MANAGEMENT, LLC
OMG ASSET OWNERSHIP, LLC
OMG RE LEASING CO., LLC
OMG RE HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO and Treasurer
Ratification - Page of 7
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
MANAGERS:
CARNEGIE (OHIO) MANAGEMENT CO., LLC
GARDEN MANAGEMENT CO., LLC
MIDLAND (OHIO) MANAGEMENT CO., LLC
SKYLINE (PA) MGMT CO, LLC
HERITAGE (OHIO) MGMT CO, LLC
AVIS (OHIO) MGMT CO, LLC
SUBURBAN (OHIO) MGMT CO, LLC
OLD MGMT CO, LLC
XXXXXXX MGT. CO., LLC
XXXXX MGT. CO., LLC
BRECKSVILLE MGT CO., LLC
XXXXXX MGT. CO., LLC
XXXXX MGT. CO., LLC
PEARL (OHIO) MGT. CO., LLC
XXXXX XX MGT. CO., LLC
PEARL III MGT. CO., LLC
MERIT (OHIO) MGT. CO., LLC
FALLING MGT. CO., LLC
FRONT MGT. CO., LLC
Each an Ohio limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO and Treasurer
(Managers continued on next page)
Ratification - Page of 7
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
MANAGERS (continued):
WATER MGMT. CO., LLC
SOUTH II MGMT. CO., LLC
SOUTH I MGMT. CO., LLC
SOUTH III MGMT. CO., LLC
XXXXXXXXX MGMT. CO., LLC
ROCKY RIVER MGMT. CO., LLC
CLIME MGMT. CO., LLC
ROYCE MGMT. CO., LLC
EAST WATER MGMT. CO., LLC
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BEL PRE MGMT. CO., LLC
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RIDGE (MD) MGMT. CO., LLC
MARLBORO MGMT. CO., LLC
FAYETTE MGMT. CO., LLC
LIBERTY MGMT. CO., LLC
XXXXXX MGMT. CO., LLC
PALL MALL MGMT. CO., LLC
WASHINGTON (MD) MGMT. CO., LLC
Each an Ohio limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO and Treasurer
Ratification - Page of 7
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
CONSULTANTS:
CARNEGIE (OHIO) CONSULTING CO., LLC
GARDEN CONSULTING CO., LLC
MIDLAND CONSULTING CO., LLC
SKYLINE (PA) CONSULTING CO, LLC
HERITAGE (OHIO) CONSULTING CO, LLC
AVIS (OHIO) CONSULTING CO, LLC
SUBURBAN (OHIO) CONSULTING CO, LLC
OLD CONSULTING CO, LLC
XXXXXXX CONSULTING CO., LLC
XXXXX CONSULTING CO., LLC
BRECKSVILLE CONSULTING CO., LLC
XXXXXX CONSULTING CO., LLC
XXXXX CONSULTING CO., LLC
PEARL CONSULTING CO., LLC
XXXXX XX CONSULTING CO., LLC
PEARL III CONSULTING CO., LLC
MERIT CONSULTING CO., LLC
FALLING CONSULTING CO., LLC
FRONT CONSULTING CO., LLC
Each an Ohio limited liability company
By: RESIDENT CARE CONSULTING, LLC, their sole member
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO and Treasurer
Ratification - Page of 7
Joinder to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
The foregoing instrument was acknowledged before me this 29th day of December, 2010, by Xxxxxxx X. Xxxxxx, who is the CFO and Treasurer of each of the above listed companies, on behalf of such companies.
Ratification - Page of 7
Schedule 9.3 to
FIFTH AMENDMENT TO SECOND
CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
Multiple Facilities
Improvements Schedule
Funds will be allocated per Facility as follows:
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Facility
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Address
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City
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ST
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Allocation of $3.0M CAP-EX (1)
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Chardon Healthcare Center
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000 Xxxxx Xxxxxx
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Xxxxxxx
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XX
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75,000.00 | |||
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Commons at Greenbriar (ALF)
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0000 Xxxxx Xxxxxx
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Xxxxxxxx
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XX
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10,000.00 | |||
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Greenbriar Center (a/k/a Greenbriar North)
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0000 Xxxxx Xxxxxx
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Xxxxxxxx
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XX
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135,000.00 | |||
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Greenbriar Rehabilitation Hospital
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0000 Xxxxx Xxxxxx, Xxx. Xxx
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Xxxxxxxx
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XX
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10,000.00 | |||
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Kent Care Center
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0000 Xxxxxxxxx Xxxxxx
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Xxxx
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XX
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80,000.00 | |||
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Northwestern Center
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000 Xxxxx Xxxxx Xxxxx Xxxxx
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Xxxxx
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XX
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125,000.00 | |||
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Columbus Center
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0000 Xxxxx Xxxx, Xxxxx
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Xxxxxxxx
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XX
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145,000.00 | |||
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Golden Years Healthcare Center
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(P.O. Box 1148) 0000 Xxxxx Xxxxxx
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Xxxxxxxxxx
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XX
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45,000.00 | |||
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Oak Grove Center
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000 Xxxx Xxxxx Xxxxxx
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Xxxxxxx
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XX
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- | |||
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Total
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$ | 625,000 | |||||
Specific improvements, budgets, and plans must be approved prior to the commencement of any improvement.
Schedule 9.3 - Page of 1
