FIRST AMENDMENT TO MASTER LEASE
EXHIBIT 10.53
FIRST AMENDMENT TO MASTER LEASE
THIS FIRST AMENDMENT TO MASTER LEASE (the “Amendment”) is made and entered into and effective as of August 1, 2001 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), HEALTH CARE PROPERTY PARTNERS, a California general partnership (“HCPP”), and INDIANA HCP, L.P., a Delaware limited partnership (“Indiana HCP”) (collectively and jointly and severally, “Lessor”), KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, and jointly and severally, “Lessee”), with respect to the following:
RECITALS
A. Lessor is the “Lessor” and Lessee is the “Lessee” pursuant to that certain Master Lease dated as of May 16, 2001 (the “Lease”), covering the Land, Leased Improvements, Related Rights and Fixtures of twenty-two (22) separate health care Facilities, all as more particularly described in the Lease. HCPI transferred its interests in the Facility located in the State of Indiana to Indiana HCP on or about December 21, 2001, and in connection therewith HCPI assigned to and Indiana assumed HCPI’s rights and obligations in, to and under the Master Lease (and all guarantees, indemnities or other rights relating thereto) with respect to such Facility pursuant to that certain Partial Assignment and Assumption of Master Lease dated December 21, 2001, by and between HCPI and Indiana HCP.
B. The obligations of Lessee under the Master Lease are guaranteed by Kindred Healthcare, Inc., a Delaware corporation, and Kindred Operating, Inc., a Delaware corporation (collectively and jointly and severally, “Guarantors”), pursuant to that certain written Guaranty of Obligations executed by Guarantors as of May 16, 2001.
C. Lessee desires to amend the Lease to effect a reallocation of the Initial Annual and Monthly Allocated Minimum Rent for the Facilities located in the State of Ohio. Lessor is willing to agree to the same, but only upon the terms and subject to the conditions set forth in this Amendment.
AGREEMENT
IN CONSIDERATION OF the foregoing Recitals and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:
1. Replacement of Exhibit B. Exhibit B attached to the Lease is hereby replaced, in its entirety, with Exhibit B attached to this Amendment.
2. Effective Date. This Amendment shall be effective as of the Effective Date specified above, notwithstanding any later execution and delivery hereof by Lessor and Lessee.
3. Reimbursement of Costs. Upon execution and delivery of this Amendment, Lessee shall pay to Lessor, as an Additional Charge under the Lease, as hereby amended, the sum of $500.00, as a reimbursement to Lessor for Lessor’s legal fees and expenses incurred in the preparation of this Amendment.
4. Defined Terms. All terms used in this Amendment with initial capital letters and not defined herein shall have the meanings given to such terms in the Lease.
5. Leases in Effect. Lessor and Lessee acknowledge and agree that the Lease, as hereby amended, remains in full force and effect in accordance with its terms.
6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Delivery of an executed counterpart of a signature page to this Amendment via telephone facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Lessor and Lessee have executed this First Amendment to Master Lease as of the Effective Date.
| “LESSOR” | “LESSEE” | |||||||||||||
| HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation | KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company | |||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
By: | /s/ Xxxxx X. Xxxxxxxxxxx, Xx. | |||||||||||
| Xxxxxx X. Xxxxxxx | Its: | Senior VP | ||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||||||||||
| Its: | VP of Corporate Legal Affairs | |||||||||||||
| “HCPI” | ||||||||||||||
| HEALTH CARE PROPERTY PARTNERS, a California general partnership | KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company | |||||||||||||
| By: | HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, its Managing General Partner | By: | /s/ Xxxxx X. Xxxxxxxxxxx, Xx. | |||||||||||
| Its: | Senior VP | |||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
Its: | VP of Corporate Legal Affairs | |||||||||||
| Xxxxxx X. Xxxxxxx | ||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary |
KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership | |||||||||||||
|
“HCPP” |
||||||||||||||
| INDIANA HCP, L.P., a Delaware corporation | ||||||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx, Xx. | |||||||||||||
| By: | INDIANA HCP GP, INC., a Delaware corporation, its General Partner | Its: | Senior VP | |||||||||||
|
By: |
/s/ Xxxxxx X. Xxxxxxxxxx | |||||||||||||
| Its: | VP of Corporate Legal Affairs | |||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||||||||||||
| Xxxxxx X. Xxxxxxx | ||||||||||||||
| Senior Vice President | ||||||||||||||
| “INDIANA HCP” | ||||||||||||||
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CONSENT AND REAFFIRMATION OF GUARANTORS
The undersigned Guarantors hereby consent to the foregoing First Amendment to Master Lease and reaffirm to Lessor that their obligations under the Guaranty remains in full force and effect with respect the Lease, as amended hereby.
| KINDRED HEALTHCARE, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx, Xx. | |
| Its: | Senior VP | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Its: | VP of Corporate Legal Affairs | |
| KINDRED OPERATING, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx, Xx. | |
| Its: | Senior VP | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Its: | VP of Corporate Legal Affairs | |
4
EXHIBIT B
List Of Facilities, Facility Groups, Number Of Licensed And Operating
Beds For Each Facility And Initial Annual And Monthly
Allocated Minimum Rent For The Facilities
| Kindred |
City/St. Location |
Group | # of Avail Beds |
# of Licensed Beds |
Initial Annual Allocated Minimum Rent |
Initial Monthly Allocated Minimum Rent | ||||||
| Group 1 | ||||||||||||
| 0171 |
Bolivar TN | 1 | 136 | 136 | 720,000 | 60,000.00 | ||||||
| 0000 |
Xxxxxx XX | 1 | 185 | 189 | 500,000 | 41,666.67 | ||||||
| 0000 |
Xxxxxxxxx Xxxx XX | 1 | 185 | 186 | 1,000,000 | 83,333.33 | ||||||
| 0000 |
Xxxxxx TN | 1 | 190 | 192 | 900,000 | 75,000.00 | ||||||
| 0000 |
Xxxxxxx XX | 1 | 246 | 246 | 1,460,000 | 121,666.67 | ||||||
| 0000 |
Xxxxxxxxxx TN | 1 | 196 | 196 | 575,000 | 47,916.67 | ||||||
| 0000 |
Xxxxxx XX | 1 | 182 | 182 | 625,000 | 52,083.33 | ||||||
| 0000 |
Xxxxxxxxxxx XX | 1 | 173 | 173 | 680,000 | 56,666.67 | ||||||
| 0000 |
Xxxxxxxxx XX | 1 | 187 | 189 | 1,100,000 | 91,666.67 | ||||||
| 0000 |
Xxxxxxxxx XX | 1 | 75 | 75 | 440,000 | 36,666.67 | ||||||
| Group 2 | ||||||||||||
| 0237 |
Newark OH | 2 | 300 | 300 | 1,395,348 | 116,279.00 | ||||||
| 0287 |
Vincennes IN | 2 | 205 | 216 | 1,100,000 | 91,666.67 | ||||||
| 0000 |
Xxxxxxxx XX | 2 | 100 | 100 | 585,000 | 48,750.00 | ||||||
| 0295 |
Whitehouse OH | 2 | 88 | 94 | 449,760 | 37,480.00 | ||||||
| 0870 |
Marion OH | 2 | 110 | 110 | 509,892 | 42,491.00 | ||||||
| 0000 |
Xxxxxx Xxxx, XX (beds) | 2 | 180 | 180 | 850,000 | 70,833.33 | ||||||
| (units/beds) | 96 | 96 | ||||||||||
| Group 3 | ||||||||||||
| 0849 |
Denver CO | 3 | 172 | 180 | 1,060,000 | 88,333.33 | ||||||
| 0531 |
Fairhaven, MA | 3 | 106 | 107 | 378,000 | 31,500.00 | ||||||
| 0000 |
Xxxx Xxxxxxx, XX | 3 | 141 | 141 | 441,000 | 36,750.00 | ||||||
| 0205 |
Livermore, CA | 3 | 80 | 83 | 346,500 | 28,875.00 | ||||||
| 0197 |
Oshkosh,Wl | 3 | 182 | 184 | 454,000 | 37,833.33 | ||||||
| 0000 |
Xxxxxxxxxxx, XX | 3 | 122 | 123 | 559,500 | 46,625.00 | ||||||
| 16,129,000 | 1,344,083 | |||||||||||
