EXHIBIT 10.31
AMENDMENT TO GCI HEALTH CARE CENTERS, INC.
MASTER LEASE DOCUMENT AND FACILITY LEASES
AMENDMENT dated as of October 1, 1994 between HEALTH AND RETIREMENT
PROPERTIES TRUST (known in Wisconsin as "Health and Rehabilitation Properties
REIT"), a real estate investment trust formed under the laws of the State of
Maryland ("HRP") and GCI HEALTH CARE CENTERS, INC., a Delaware corporation
("GCIHCC")
W I T N E S S E T H:
WHEREAS, HRP, as landlord, and GCIHCC, as tenant, have entered into a
Master Lease Document, General Terms and Conditions dated as of June 30, 1992,
as amended (the "Master Lease"), and have also executed Facility Leases which
incorporate by reference the Master Lease (collectively, the "Facility Leases")
relating to the health care facilities described on Exhibit A-2 to the Master
Lease;
WHEREAS, HRP and GCIHCC have agreed to amend the Master Lease and the
Facility Leases as hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing, and of other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, HRP and GCIHCC agree as follows:
SECTION 1. AMENDMENTS TO MASTER LEASE
The Master Lease is hereby amended as follows:
(a) Section 3.1.2 of the Master Lease is amended in full to read as
follows:
3.1.2 Additional Rent.
Tenant shall pay Landlord additional rent ("Additional Rent")
(a) for the Collective Leased Properties in the amount of $100,000 on
or before December 31, 1995, and (b) for the applicable Leased
Property, in advance on the first day of each calendar month of each
calendar year, commencing January 1, 1996, in an amount equal to the
product of (x) the Minimum Rent for the applicable Leased Property as
at December 31 of the prior year multiplied by (y) seventy-five percent
(75%) of the percentage increase in the Index (as hereinafter defined)
since September 30, 1994 as measured at December 31 of such prior year;
provided that the amount of each monthly installment of Additional Rent
payable for any calendar year may not exceed an amount that, when
aggregated with the monthly installment of Minimum Rent for the
applicable Leased Property for such year, would exceed the sum of the
monthly installments of Minimum Rent and
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Additional Rent for the applicable Leased Property for December of the
previous year by more than 2%. As used herein, the term "Index" shall
mean the Consumer Price Index for Urban Wage Earners and Clerical
Workers, Boston, Massachusetts, All Items 1982-1984=100. The Index is
presently published by the Bureau of Labor Statistics of the United
States Department of Labor. In the event publication of the Index
ceases, the computation of the Additional Rent due from Tenant during
each year with respect to which the Index is to be applied shall be
computed upon the basis of whatever index published by the United
States Department of Labor at that time is most nearly comparable as a
measure of general changes in price levels for the Boston area.
SECTION 2. AMENDMENTS TO FACILITY LEASES
The first sentence of Paragraph 6 of the Facility Lease for each Leased
Property is hereby amended to provide that the annual amount of initial Minimum
Rent and the amount of each monthly installment of initial Minimum Rent are the
respective amounts set forth on Schedule 1 hereto.
SECTION 3. EFFECT ON MASTER LEASE AND FACILITY LEASES
(a) Except as specifically provided above, the Master Lease and the
Facility Leases shall remain in full force and effect and each is hereby
ratified and confirmed.
(b) The amendments set forth herein (i) do not constitute an amendment,
waiver or modification of any term, condition or covenant of the Master Lease or
any Facility Lease, or any of the instruments or documents referred to therein,
other than as specifically set forth herein, and (ii) shall not prejudice any
rights which HRP or its successors and assigns may now or hereafter have under
or in connection with the Master Lease and the Facility Leases, as amended
hereby, or any of the instruments or documents referred to therein.
SECTION 4. EFFECTIVENESS
This Amendment shall become effective as of the date first above
indicated when a counterpart to this Amendment shall have been executed by each
of the parties hereto.
SECTION 5. COSTS, EXPENSES AND TAXES
GCIHCC agrees to pay all costs and expenses of HRP in connection with
the preparation, reproduction, execution and delivery of this Amendment,
including the reasonable fees and expenses of ▇▇▇▇▇▇▇▇ & Worcester, special
counsel to HRP with respect thereto.
SECTION 6. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
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THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
SECTION 7. NO LIABILITY OF TRUSTEES
THE DECLARATION OF TRUST OF HRP, DATED OCTOBER 9, 1986, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED
IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT THE NAME "HEALTH AND RETIREMENT PROPERTIES TRUST" REFERS
TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF HRP SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HRP. ALL PERSONS DEALING WITH HRP, IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HRP FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
IN WITNESS WHEREOF, the parties have executed this amendment as a
sealed instrument as of the date first above written.
LANDLORD:
HEALTH AND RETIREMENT
PROPERTIES TRUST,
a Maryland real estate
investment trust
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
TENANT:
GCI HEALTH CARE CENTERS, INC.
By: /s/
Name:
Title:
SCHEDULE 1 TO AMENDMENT
Schedule of Revised Minimum Rent Amounts
Amount of Monthly
Aggregate Yearly Installment of
Facility Name State Minimum Rent Minimum Rent
------------- ----- ---------------- -----------------
Mom & Dad's Home & Health SD $ 435,718 $ 36,310.00
Care Center, Sioux Falls
Village Green Nursing Home, AZ 408,555 34,046.00
Phoenix
▇▇ ▇▇▇▇▇▇▇▇ Rehabilitation and CA 407,499 33,958.00
Convalescent Hospital, Stockton
Huron Nursing Home and SD 545,791 45,483.00
Sunquest Village of Huron,
Huron
La Mesa Care Center and AZ 401,268 33,439.00
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Sunquest Village of Yuma,
Yuma
$ 2,198,831 $183,236.00
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