FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
Exhibit
10.59
[Fishersville, Virginia]
[Xxxxx, Virginia]
[Independence, Virginia]
[Newport News, Virginia]
[Roanoke, Virginia]
[Staunton, Virginia]
[Williamsburg, Virginia]
[Windsor, Virginia]
[Woodstock, Virginia]
[Xxxxx, Virginia]
[Independence, Virginia]
[Newport News, Virginia]
[Roanoke, Virginia]
[Staunton, Virginia]
[Williamsburg, Virginia]
[Windsor, Virginia]
[Woodstock, Virginia]
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
This First Amendment to Amended and Restated Master Lease (“Amendment”) is dated as of July 9,
2004, by and among HCP VIRGINIA, INC., a Delaware corporation (“Landlord”), and GENERATION LEASING
COMPANY II, LLC, a Virginia limited liability company, SP FISHERSVILLE, LLC, a Virginia limited
liability company, XX XXXXXXX, LLC, a Virginia limited liability company, SP KINGS DAUGHTERS, LLC,
a Virginia limited liability company, SP NEWPORT NEWS, LLC, a Virginia limited liability company,
SP WILLIAMSBURG, LLC, a Virginia limited liability company, SP WINDSOR, LLC, a Virginia limited
liability company, TANDEM HEALTH CARE OF XXXXX, LLC, a Delaware limited liability company, and
TANDEM HEALTH CARE OF WOODSTOCK, LLC, a Delaware limited liability company (hereinafter
collectively and jointly and severally referred to as “Tenant”).
RECITALS
A. Landlord and Tenant entered into an Amended and Restated Master Lease dated as of April 30,
2004 (the “Lease”), for certain skilled nursing facilities located in the Commonwealth of Virginia
and more particularly described therein.
B. Tandem Health Care, Inc., a Pennsylvania corporation (“Guarantor”), has guaranteed Tenant’s
obligations under the Lease pursuant to a written guaranty in favor of Landlord (as the same may
have been amended, modified, supplemented or reaffirmed from time to time, the “Guaranty”).
C. Landlord and Tenant desire to memorialize their understanding regarding certain provisions
of the Lease.
AGREEMENT
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the
Lease. Landlord and Tenant hereby agree as follows:
1. Effective Date. The Effective Date of the Lease with respect to (a) the Xxxxx
Facility, the Fishersville Facility, the Newport News Facility, the Roanoke Facility, the Staunton
Facility, the Williamsburg Facility, and the Woodstock Facility is April 30, 2004 and (b) the
Independence Facility and the Windsor Facility is June 1, 2004.
2. Term. The initial term of the Lease shall end on March 31, 2009.
3. Lease Year. The first Lease Year for each Facility shall end on March 31, 2005.
4. Full Force and Effect; Counterparts. Except as amended above, the Lease between
Landlord and Tenant shall remain in full force and effect. This Amendment may be executed in any
number of counterparts, all of which together shall constitute one and the same instrument.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day
and year first above written.
LANDLORD: | ||||||||
HCP VIRGINIA, INC., | ||||||||
a Delaware corporation | ||||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Senior Vice President |
TENANT: | ||||||||
GENERATION LEASING COMPANY II, LLC, | ||||||||
a Virginia limited liability company | ||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||
Member | ||||||||
By: | Tandem Health Care, Inc., its Member | |||||||
By: /s/ Xxxxxxxx X. Xxxxxxx | ||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO | ||||||||
SP FISHERSVILLE, LLC, a Virginia limited | ||||||||
liability company | ||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||
Member | ||||||||
By: | Tandem Health Care, Inc., its Member | |||||||
By: /s/ Xxxxxxxx X. Xxxxxxx | ||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO |
XX XXXXXXX, LLC, a Virginia limited liability | ||||||||
company | ||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||
Member | ||||||||
By: | Tandem Health Care, Inc., its Member | |||||||
By: /s/ Xxxxxxxx X. Xxxxxxx | ||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO |
SP KINGS DAUGHTERS, LLC, a Virginia limited | ||||||||||
liability company | ||||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||||
Member | ||||||||||
By: | Tandem Health Care, Inc., its Member | |||||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||||
Title: Chairman and CEO |
SP NEWPORT NEWS, LLC, a Virginia limited | ||||||||||
liability company | ||||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||||
Member | ||||||||||
By: | Tandem Health Care, Inc., its Member | |||||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||||
Title: Chairman and CEO |
SP WILLIAMSBURG, LLC, a Virginia limited | ||||||||
liability company | ||||||||
By: | Tandem Health Care of Virginia, LLC, Member | |||||||
By: | Tandem Health Care, Inc., its Member | |||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO |
SP WINDSOR, LLC, a Virginia limited liability | ||||||||
company, | ||||||||
By: | Tandem Health Care of Virginia, LLC, | |||||||
Member | ||||||||
By: | Tandem Health Care, Inc., its Member | |||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO | ||||||||
TANDEM HEALTH CARE OF XXXXX, LLC, a | ||||||||
Delaware limited liability company | ||||||||
By: | Tandem Health Care, Inc., Member | |||||||
By: /s/ Xxxxxxxx X. Xxxxxxx | ||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||
Title: Chairman and CEO |
TANDEM HEALTH CARE OF WOODSTOCK, | ||||||||||
LLC, a Delaware limited liability company | ||||||||||
By: | Tandem Health Care, Inc., Member | |||||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||||
Name: Xxxxxxxx X. Xxxxxxx | ||||||||||
Title: Chairman and CEO |
CONSENT, REAFFIRMATION 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 its obligations under the Guaranty shall
extend to Tenant’s duties, covenants and obligations pursuant to the Lease, as hereby amended.
TANDEM HEALTH CARE, INC., | ||||||
a Pennsylvania corporation | ||||||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxxx X. Xxxxxxx | |||||
Its: | Chairman and CEO | |||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Its: | Treasurer and CFO |