EXHIBIT 10.30
AMENDMENT TO MASTER LEASE DOCUMENT
AMENDMENT dated as of December 29, 1993 between HEALTH AND
REHABILITATION PROPERTIES TRUST, 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 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. AMENDMENT TO MASTER LEASE
The Master Lease is hereby amended as follows:
(a) The definition of "Net Patient Revenues" in Article 1 of the Master
Lease is hereby amended in full to read as follows:
Net Patient Revenues with respect to the Facilities located at
the Collective Leased Properties, shall mean the aggregate amount of
all revenues (determined in accordance with GAAP, except as provided
below) received or receivable from or by reason of the operation of
such Facilities, or any other use of such Facilities, including without
limitation all patient or client revenues received or receivable for
the use of or otherwise by reason of all rooms, beds and other
facilities provided, meals served, services performed or provided,
space or facilities subleased or goods sold at such Facilities,
including, without limitation, any other arrangements with third par
ties relating to the possession or use of any portion of
-2-
such Facilities; provided, however, that Net Patient Revenues shall not
include:
(a) revenue from professional fees or charges by
physicians and unaffiliated providers of ancillary services,
when and to the extent such charges are paid over to such
physicians or unaffiliated providers of ancillary services, or
are separately billed and not included in comprehensive fees;
(b) non-operating revenues such as interest income or
income from the sale of assets not sold in the ordinary course
of business;
(c) revenues attributable to services actually
provided off-site or otherwise away from such Facilities, such
as home health care, to persons that are not patients at such
Facilities;
(d) all revenues attributable to Tenant's Capital
Additions (as such revenues are calculated in accordance with
Section 6.2.2(a));
(e) revenues attributable to child care services used
primarily for employees of such Facilities; and
(f) all revenues attributable to pharmacy services
provided to patients of such Facilities by Tenant or its
Affiliates, and other services provided to patients of such
Facilities by Tenant or its Affiliates that Landlord
acknowledges in writing following the written request of
Tenant (which acknowledgement will not be unreasonably
withheld) are not typically provided to nursing home patients
by the operators of such facilities; provided that this clause
(f) shall be given effect with respect to calculations of
Additional Rent (including, without limitation, the
computation of Base Net Patient Revenues for the applicable
Base Year) only for Fiscal Years ending after December 31,
1993.
(b) Section 12.1(h) of the Master Lease is amended in full to read as
follows:
(h)(A) any obligation of Tenant or any Guarantor (other than
GranCare, Inc.), or of any Subsidiary thereof, in respect of any
indebtedness for borrowed money or for the deferred purchase price of
any material property or services (excluding (1) trade accounts payable
in the ordinary course of business on customary trade terms and (2)
indebtedness or obligations under the Transaction Documents)
(hereinafter, "Indebtedness for Borrowed Money") or any guaranty
relating thereto shall be declared to be or shall become due and
payable prior to the stated maturity thereof, or such Indebtedness for
Borrowed Money shall not be paid as and when the same becomes due and
payable, or there shall occur
-3-
and be continuing any default under any instrument, agreement or
evidence of indebtedness relating to any such Indebtedness for Borrowed
Money the effect of which is to permit the holder or holders of such
instrument, agreement or evidence of indebtedness, or a trustee, agent
or other representative on behalf of such holder or holders, to cause
such Indebtedness for Borrowed Money to become due prior to its stated
maturity; or (B) any obligation of GranCare, Inc., a Delaware
corporation, or of any Subsidiary thereof, in respect of any
Indebtedness for Borrowed Money or any guaranty relating thereto shall
be declared to be or shall become due and payable prior to the stated
maturity thereof, or the holder or holders of any instrument, agreement
or evidence of indebtedness relating to any such Indebtedness for
Borrowed Money, or a trustee, agent or other representative on behalf
of such holder or holders, shall deliver a notice of default, or shall
accelerate or demand payment of such Indebtedness for Borrowed Money,
or initiate foreclosure proceedings or exercise any other creditor's
remedies in respect of such Indebtedness for Borrowed Money (whether
similar or dissimilar to the foregoing); or
(c) Section 21.4 of the Master Lease is amended in full to read as
follows:
21.4 Tenant's Option to Purchase the Collective Leased
Properties.
(a) no Default has occurred and is continuing at the time
of exercise of the purchase option provided for in
this Section 21.4 or at the time of payment of the
purchase price provided for in this Section 21.4;
(b) the Leases for each of the Collective Leased
Properties (other than Leases that have been
terminated in accordance with the provisions hereof
for reasons other than as a result of the occurrence
of an Event of Default) shall be in full force and
effect; and
(c) other than as expressly permitted by Article 17,
Tenant shall not have assigned the Leases for any of
the Collective Leased Properties or subleased all or
any portion of the Collective Leased Properties,
effective on not less than twelve (12) months Notice, given not more than
thirty-six (36) months prior to the expiration of any Extended Term of the
Leases, Tenant shall have the option to purchase the Collective Leased
Properties at a purchase price equal to the greater of (1) one hundred twenty
percent (120%) of the aggregate of the Adjusted Purchase Prices of such
Collective Leased Properties or (ii) the aggregate of the Adjusted Purchase
Prices of such Collective Leased Properties, each as increased by
-4-
the increase in the Cost of Living Index from June 30, 1992, as of the date of
expiration of the then current Extended Term; provided, however, Tenant's option
to purchase (a) is subject to Tenant exercising such option simultaneously with
respect to all, and not less than all, of the Collective Leased Properties that
are then subject to a Lease, as provided herein and (b) may only be exercised at
the end of the first or second Extended Terms. Such purchase by Tenant shall be
made in accordance with the provisions of Article 15 hereof and the closing date
for such purchase shall be the date of the expiration of the then current
Extended Term.
SECTION 2. EFFECT ON MASTER LEASE
(a) Except as specifically provided above, the Master Lease shall
remain in full force and effect and 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 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, as amended hereby or any of the instruments or documents
referred to therein.
SECTION 3. 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 4. 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 Xxxxxxxx & Worcester, special
counsel to HRP with respect thereto.
SECTION 5. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
SECTION 6. 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
-5-
THE NAME "HEALTH AND REHABILITATION 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 REHABILITATION
PROPERTIES TRUST,
a Maryland real estate
investment trust
By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
TENANT:
GCI HEALTH CARE CENTERS, INC.
By:/s/ Xxxxxx Xxxxxx
Name:
Title:
