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EXHIBIT 10.18
MASTER AMENDMENT, CONFIRMATION
AND ACKNOWLEDGMENT AGREEMENT
MASTER AMENDMENT, CONFIRMATION AND ACKNOWLEDGMENT AGREEMENT (this "MASTER
AMENDMENT") dated as of September 28, 1999, by PITA GENERAL CORPORATION, an
Illinois corporation ("BORROWER"), ZC SPECIALTY INSURANCE COMPANY, a Texas
corporation ("SURETY"), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation ("LENDER"), ALTERRA HEALTHCARE CORPORATION, a Delaware corporation
("GUARANTOR"), AHC TENANT, INC., a Delaware corporation ("LESSEE"), ALS-CLARE
BRIDGE, INC., a Delaware corporation ("ALS-CLARE BRIDGE"), XXX XXXXXX RANCH
EAST, INC., a Delaware corporation ("XXX XXXXXX RANCH"), SELCO SERVICE
CORPORATION, an Ohio corporation ("SELCO"), BANK ONE, NATIONAL ASSOCIATION, a
national banking association duly established with its principal corporate trust
office located in Chicago, Illinois (formerly known as THE FIRST NATIONAL BANK
OF CHICAGO) ("TRUSTEE"), CLARE BRIDGE OF CITRUS HEIGHTS L.P., CLARE BRIDGE OF
XXXX COUNTY L.P., CLARE BRIDGE OF COLORADO SPRINGS L.P., CLARE BRIDGE OF DECATUR
L.P., CLARE BRIDGE OF EAST MESA L.P., CLARE BRIDGE OF OVERLAND PARK L.P., CLARE
BRIDGE OF PEORIA L.P., CLARE BRIDGE OF RENO L.P., CLARE BRIDGE OF ROANOKE L.P.,
CLARE BRIDGE OF SOUTH PARK L.P., CLARE BRIDGE OF SUN CITY WEST DEER VALLEY L.P.,
WYNWOOD OF BOYNTON BEACH WEST L.P., WYNWOOD OF BREA L.P., WYNWOOD OF DUNEDIN
L.P., WYNWOOD OF XXXXXXX X.X., WYNWOOD OF TUCSON L.P., WYNWOOD OF XXXXX L.P.,
WYNWOOD OF WESTLAKE L.P., WYNWOOD OF WEST ORANGE, L.P. AND WYNWOOD OF WHITTIER
L.P. (collectively, the "INITIAL JOINT VENTURES") and CLARE BRIDGE OF DENVER
L.P., WYNWOOD OF BOYNTON BEACH CONGRESS L.P., WYNWOOD OF XXXXXX RANCH EAST L.P.,
WYNWOOD OF SARASOTA L.P., CLARE BRIDGE OF XXXXXX COUNTY L.P. AND WYNWOOD OF
XXXXXX COUNTY L.P. (the "ADDITIONAL JOINT VENTURES", and together with the
Initial Joint Ventures, the "JOINT VENTURES").
R E C I T A L S
WHEREAS, Borrower, Surety, Lender, Guarantor, Lessee, SELCO and Trustee are
party to that certain Trust Agreement dated as of July 16, 1999 (the "TRUST
AGREEMENT") pursuant to which the parties thereto have, among other things,
appointed Trustee to act as trustee.
WHEREAS, Borrower, Lessee and Lender are party to that certain Loan
Agreement dated as of July 16, 1999 (THE "LOAN AGREEMENT") pursuant to which the
Lender made the Initial Advance (as defined in the Loan Agreement) on or about
July 20, 1999, and agreed, subject to the satisfaction of certain conditions, to
make the Additional Advance (as
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defined in the Loan Agreement).
WHEREAS, Borrower (as Lessor) and Lessee are party to that certain Master
Lease Agreement dated as of July 16, 1999 (together with all Lease Supplements
thereto, the "MASTER LEASE") pursuant to which Borrower has leased to the
Lessee, certain Leased Properties on the initial Property Closing Date, and has
agreed to lease to the Lessee the Additional Properties on the Additional
Properties Closing Date, subject to the terms and provisions of the Master
Lease.
WHEREAS, in connection with the making of the Additional Advance and the
leasing of Additional Properties on the Additional Properties Closing Date, the
parties hereto desire to amend certain of the Transaction Documents to
effectuate the foregoing.
NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed thereto in the Master
Glossary of Definitions referred to in the Trust Agreement, including any
amendments to such definitions contemplated hereby.
ARTICLE II
AMENDMENTS, CONFIRMATIONS AND ACKNOWLEDGMENTS
Section 2.1 AMENDMENTS AND CONFIRMATIONS TO TRUST AGREEMENT.
(a) Amendment of Grant of Trust Estate. The last sentence of the first
paragraph of the "Grant of Trust Estate" provision set forth at page 2 of
the Trust Agreement is hereby amended by deleting the words "clause (iii)"
in such sentence and replacing such words with the words "clause (ii)".
(b) Confirmation of Grant of Trust Estate. In accordance with the
first paragraph of the "Grant of Trust Estate" provision set forth at page
2 of the Trust Agreement, (i) as of the Additional Properties Closing Date,
each of the Settlors hereby confirms the grant of a security interest in
all Collateral set forth in such Grant of Trust Estate section of the Trust
Agreement, including, without limitation any new Collateral arising in
connection with the Additional Properties Closing Date or arising on or
after the Additional Properties Closing Date, and (ii) pursuant to this
Master Amendment, the Trustee is hereby informed of the existence of, and
the security interest in, the new Collateral acquired on or after the
Additional Properties Closing Date, which new
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Collateral is hereby subject to a security interest in favor of the
Trustee.
(c) Amendments to Section 3.2 of Trust Agreement. Section 3.2(a) of
the Trust Agreement is hereby amended by deleting the last sentence of
Section 3.2(a) and replacing such sentence with the following sentences:
"On the Additional Properties Closing Date, Lessee shall deposit into
the Capital Improvements Account an amount equal to $152,843.75 (the
"ADDITIONAL PROPERTIES CAPITAL IMPROVEMENTS AMOUNT"). The Additional
Properties Capital Improvement Amount shall be used to satisfy, within
180 days of Additional Properties Closing Date, those capital
improvements set forth in the Property Condition Reports prepared by
Environmental Management Group, Inc. with respect to the Additional
Properties, which capital improvements Lessee hereby agrees to
complete, in a good and workmanlike manner free of any liens or
claims. In addition to the Initial Capital Improvements Amount and
Additional Properties Capital Improvements Amount, from time to time
as required by the Flow of Funds Agreement, the Lessee shall deliver
additional monies to Trustee, which additional amounts Trustee shall
deposit in the Capital Improvements Account, and which sums, together
with the Initial Capital Improvements Amount and the Additional
Properties Capital Improvements Amount shall be designated as "CAPITAL
IMPROVEMENTS FUNDS.""
(d) Amendment to Section 3.15(a) of the Trust Agreement. Section
3.15(a) of the Trust Agreement is hereby amended by deleting the third
(3rd) sentence thereof in its entirety and replacing same with the
following:
"On the Additional Properties Closing Date, Guarantor shall deposit an
additional amount of not less than $2,500,000 (the "JV ADDITIONAL
PROPERTIES DEPOSIT") from the proceeds received from the Joint Ventures or
funded by Guarantor on the Additional Properties Closing Date into the
Operating Reserve Account, and on or before October 31, 1999 Guarantor or
Joint Ventures shall deposit into the Operating Reserve Account an amount
which, when aggregated with the JV Additional Properties Deposit, shall
equal $7,000,000 ."
(e) Amendment to Section 3.15(b) of the Trust Agreement. Section
3.15(b) of the Trust Agreement is hereby amended (A) by inserting a "(i)"
at the beginning of such Section 3.15(b) immediately prior to the words "On
November 15, 1999, Lessee shall . . .", and (B) by deleting the reference
to "$17,000,000" in the proviso to the last sentence of such Section
3.15(b)(i) and inserting in its stead the amount of "$19,000,000".
(f) Further Amendment to Section 3.15(b)(i) of the Trust Agreement.
Section 3.15(b)(i) is hereby amended to add the following sentence at the
end of the first
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paragraph of such subsection:
"The parties hereto hereby agree that Lessee shall not receive credit
for amounts deposited into the Operating Reserve Account pursuant to
subsection 3.15(b)(ii) below in determining whether or not $19,000,000
has been deposited into the Operating Reserve Account in satisfaction
of the requirements of this first paragraph of this subsection
3.15(b)(i)."
(g) New Section 3.15(b)(ii). Section 3.15(b) is hereby further amended
to create a new subsection (ii) which shall be inserted into Section
3.15(b) at the end of such subsection, immediately above subsection
3.15(c). New subsection 3.15(b)(ii) shall read as follows:
"(ii) Commencing with January 1, 2000, and on the 5th day of each
month thereafter to and including June 1, 2001, Chicago Title
Insurance Company ("Escrow Agent") shall withdraw from the escrow fund
(the "Xxxxxx Ranch Escrow") established under the Xxxxxx Ranch Escrow
Agreement (hereinafter defined), and deposit $388,888 into the
Operating Reserve Account to the extent the Escrow Agent is authorized
to make a withdrawal and corresponding deposit pursuant to the terms
of that certain Escrow Agreement (Xxxxxx Ranch) dated as of September
30, 1999 (as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms
thereof and the Trust Agreement, the "XXXXXX RANCH ESCROW AGREEMENT")
among Surety, Lender, Guarantor, Manor Care, Inc. and the Escrow
Agent. In addition, on June 1, 2001, the Escrow Agent shall, to the
extent required by the Xxxxxx Ranch Escrow Agreement, deposit the
remaining portion of the Xxxxxx Ranch Escrow, if any, into the
Operating Reserve Account. The parties hereto hereby acknowledge that
the right to receive any amounts from the Escrow Agent shall be
subject to provisions and limitation set forth in the Xxxxxx Ranch
Escrow Agreement, and to the extent that Manor Care, Inc., Guarantor
or any of their respective affiliates satisfies the conditions to
release of the Xxxxxx Ranch Escrow, no further funds will be deposited
into the Operating Reserve Account pursuant to the Xxxxxx Ranch Escrow
Agreement. Amounts deposited in the Operating Reserve Account pursuant
to the provisions of this subsection 3.15(b)(ii) shall not be included
in the calculation of whether or not the $19,000,000 threshold has
been achieved in the first paragraph of subsection 3.15(b)(i) above."
(h) Amendment to Section 7.2 of the Trust Agreement. The references to
"The First National Bank of Chicago" and "One First National Plaza" in
Section 7.2 of the Trust Agreement are each hereby deleted and replaced
with "Bank One, National Association" and "1 Bank One Plaza", respectively.
Section 2.2 AMENDMENTS TO PARTICIPATION AGREEMENT.
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(a) Waiver and Amendment of Section 3.2(g) - $5,000,000 Joint Venture
Partners' Contributions. The requirement in Section 3.2(g) of the
Participation Agreement requiring that the Joint Venture partners
contribute at least $5,000,000 on the Additional Properties Closing Date is
amended by reducing the amount of such contribution to be $3,750,000 on the
Additional Properties Closing Date, so long as at least $2,500,000 of such
contribution by the Joint Ventures is deposited into the Operating Reserve
Account on the Additional Properties Closing Date in accordance with
Article III of the Trust Agreement.
(b) Amendment to Article IV of the Participation Agreement. Article IV
to the Participation Agreement is hereby amended by adding the words "and
the Additional Properties Closing Date" immediately after the words "as of
the Closing Date" and before the period in the lead in language to such
Article IV (before the beginning of Section 4.1 of such Article IV).
(c) Amendment to Section 9.5 of the Participation Agreement. Section
9.5 of the Participation Agreement is hereby amended to add the following
new subsection (d) thereto:
"(d) As soon as available, but in no event more than forty-five (45) days
after the end of each of the Guarantor's first three fiscal quarters and
within ninety (90) days after Guarantor's fourth fiscal quarter, Guarantor
shall deliver to each of Noteholder, Surety and Borrower a certificate of
compliance in the form of Exhibit A hereto (the "COMPLIANCE CERTIFICATE")
which shall set forth calculation necessary to show compliance with the
financial covenants set forth in this Section 9.5."
(d) New Section 9.11 - Joint Venture Contribution Regarding Additional
Properties. The Participation Agreement is hereby amended to insert a new
section 9.11 thereto which shall read as follows:
"Section 9.11. Additional Joint Venture Contribution. The Guarantor hereby
covenants and agrees that on or prior to October 31, 1999, either the
Guarantor or new or existing joint venture partners shall deposit into the
Operating Reserve Account in accordance with Article III of the Trust
Agreement, an amount, which when aggregated with the amount contributed by
the Joint Ventures on the Additional Closing Date shall aggregate at least
$7,000,000 in connection with the acquisition of the Additional
Properties."
(e) Amendment to Add Exhibit A to the Participation Agreement. The
Participation Agreement is hereby amended to add "Exhibit A - Compliance
Certificate" to such Agreement, a form of which is attached to this Master
Amendment.
(f) Amendment to Schedule 4.2(c)(ii) to the Participation Agreement.
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Schedule 4.2(c)(ii) to the Participation Agreement - Owner Licenses and
Permits is hereby deleted in its entirety and replaced with a new Schedule
4.2(c)(ii) to the Participation Agreement Owner Licenses and Permits
attached to this Master Amendment.
Section 2.3 AMENDMENTS TO LOAN AGREEMENT.
(a) Amendment to Definition of "Additional Properties Outside Date."
The definition of "Additional Properties Outside Date" set forth in Section
1.1 of the Loan Agreement is hereby amended to add the following words at
the end of such definition, immediately prior to the period at the end of
such definition:
"or such other date as the Lender and Borrower shall agree"
(b) Amendment to Definition of "Assignments of Memoranda of Lease."
The definition of "Assignments of Memoranda of Lease" set forth in Section
1.1 of the Loan Agreement is hereby amended to add the following words at
the end of such definition, immediately prior to the period at the end of
such definition:
"including, without limitation, any Collateral Assignments of
Memoranda of Lease executed on the Initial Closing Date and on the
Additional Properties Closing Date"
(c) Amendment to Definition of "CERCLIS". The definition of "CERCLIS"
set forth in Section 1.1 of the Loan Agreement is hereby amended by
deleting "CERCIS" and replacing same with "CERCLIS".
(d) Amendment to Definition of "Excluded Collateral". The definition
of "Excluded Collateral" set forth in Section 1.1 of the Loan Agreement is
hereby amended by adding the words "(together with any additional letter of
credit delivered in connection with the Equity Advances made on the
Additional Properties Closing Date in an amount of not more than
$5,775,000)" immediately after the words "$9,975,000 letter of credit" and
before the words "issued by Firstar Bank, Milwaukee, N.A."
(e) Amendment to Definition of "Note". The definition of "Note" set
forth in Section 1.1 of the Loan Agreement is hereby amended to add the
following words at the end of such definition, immediately prior to the
period at the end of such definition:
", as the same may be amended, modified, supplemented, renewed,
restated or replaced in accordance with the terms thereof and the
Trust Agreement, as applicable."
(f) Amendment to Definition of "Pledge Agreements". The definition of
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"Pledge Agreements" set forth in Section 1.1 of the Loan Agreement is
hereby amended to add the following words at the end of each roman numeral
subset:
", as the same may be amended, restated, supplemented or otherwise
modified from time to time, in accordance with the terms thereof and
the Trust Agreement, as applicable."
(g) Definition of "Transaction Documents". The definition of
"Transaction Documents" in Section 1.1 of the Loan Agreement is hereby
amended to insert the words ",that certain Post Closing Agreement dated as
of September 28, 1999 among the parties to the Trust Agreement" immediately
after the words "the Lease Documents" and immediately before the words "and
the Insurance Documents".
(h) Amendment to Definition of "Trustee". The definition of "Trustee"
set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
"means Bank One, National Association, a national banking association
duly established with its principal corporate trust office located in
Chicago, Illinois (formerly known as The First National Bank of
Chicago), acting in its capacity as trustee under the Trust
Agreement."
(i) Amendment to Definition of Other Terms. The definitions of
"Participation Agreement', "Security Agreement", "Subordination of
Management Agreements", "Subleases" and "Trust Agreement" set forth in
Section 1.1 of the Loan Agreement are each hereby amended to add the
following words at the end of each of such definitions, immediately prior
to the period at the end of such definitions:
", as same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof and
the Trust Agreement, as applicable."
(j) Amendment to Section 4.4 (a)(v) of the Loan Agreement. Section 4.4
(a)(v) of the Loan Agreement is hereby amended by adding the following
language at the end of such provision:
"; provided, however, that for purposes of this Section 4.4 (a)(v)
only, "Operating Expenses" shall include all Surety Premiums and
interest expenses"
(k) Amendment to Exhibit B-2 to Loan Agreement. Exhibit B-2 to Loan
Agreement - Additional Properties is hereby deleted in it entirety and
replaced with a new Exhibit B-2 to Loan Agreement - Additional Properties
attached to this Master
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Amendment.
(l) Supplement to Exhibit C to Loan Agreement. Exhibit C to Loan
Agreement - Disbursement Schedule is hereby supplemented by adding thereto
a Disbursement Schedule relating to the funding to occur on the Additional
Properties Closing Date, which supplement to Exhibit C is attached to this
Master Amendment.
(m) Amendment to Exhibit D to Loan Agreement. Exhibit D to Loan
Agreement - Ground Leases is hereby deleted in it entirety and replaced
with a new Exhibit D to Loan Agreement - Ground Leases attached to this
Master Amendment.
(n) Amendment to Exhibit E to Loan Agreement. Exhibit E to Loan
Agreement - Subleases; Sublessees is hereby deleted in it entirety and
replaced with a new Exhibit E - Subleases; Sublessees to Loan Agreement
attached to this Master Amendment.
(o) Amendment to certain Schedules to Loan Agreement. The following
Schedules to the Loan Agreement are hereby deleted in their entirety and
replaced with the following new Schedules, each of which is attached to
this Master Amendment:
Schedule 2.9(p) - Appraised Value of Individual Properties
Schedule 3.1(e) - Addresses of Lessee; Offices; Places of Business,
Location of Properties
Schedule 3.9 - Pending Matters Against Lessee of the Properties
Schedule 3.11-1 - Available Beds/Licensed Beds
Schedule 3.11-2 - List of Regulatory Permits
Schedule 3.19 - Legal Names
Schedule 3.20(a) - Schedule of Plans
Schedule 6.5 - Environmental Reports
(p) Supplement to Schedules to Loan Agreement. Schedule 3.31(d) - Rent
Rolls and Schedule 4.10 - Financial Projections are hereby supplemented by
adding thereto additional information as to rent rolls and financial
projections, respectively, relating to the funding to occur on the
Additional Properties Closing Date, which
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supplement to such Schedules 3.31 and Schedule 4.10 respectively, are
attached to this Master Agreement.
Section 2.4 AMENDMENT TO MASTER LEASE.
(a) Amendment to Exhibit B to Master Lease. Exhibit B to Master
Lease - Assigned Values is hereby deleted in its entirety and replaced with
a new Exhibit B to Master Lease - Assigned Values attached to this Master
Amendment.
(b) Amendment to Exhibit C to Master Lease. Exhibit C to Master
Lease - Ground Lease Properties is hereby amended by deleting the reference
to the Lynwood, Washington Lease Property.
(c) Amendment to Exhibit E to Master Lease. Exhibit E to Master
Lease - Percentage for Determining Maximum Lessee Risk Amount is hereby
deleted in its entirety and replaced with a new Exhibit E to Master Lease -
Percentage for Determining Maximum Lessee Risk Amount attached to this
Master Amendment.
Section 2.5 AMENDMENT TO SUBLEASE.
(a) Amendment to Exhibit B to each of Subleases. Exhibit B to
Sublease - Allocated Values is hereby deleted in its entirety and replaced,
in the case of each Sublease, with a new Exhibit B to Sublease - Allocated
Values attached to this Master Amendment.
Section 2.6 AMENDMENT TO REIMBURSEMENT AGREEMENT.
(a) Amendment to Exhibit A to Reimbursement Agreement. Exhibit A to
Reimbursement Agreement - Insurance Surety Bond is hereby supplemented to
attach thereto the First Amendment to Insurance Surety Bond, which First
Amendment is attached to this Master Amendment.
(b) Amendment to Article VI to Reimbursement Agreement. Article VI
of the Reimbursement Agreement is hereby amended to add the following
language as a lead in to such Article, immediately prior to Section 6.01:
"Each Borrower Party, as to itself, agrees with and covenants unto the
Surety that, so long as the Bond remains in effect or any Reimbursement
Obligations remains unpaid, such Borrower Party shall perform and comply,
or cause the performance and compliance, with all covenants in set forth in
this Article VI."
(c) Amendment to Article VII to Reimbursement Agreement. Article
VII. B to Reimbursement Agreement (Covenants of the Lessee) is hereby
amended by inserting
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the words "so long as the Bond remains in effect or any Reimbursement
Obligations remains unpaid," in the first line of the lead in to such
Article VII. B, immediately after the words "covenants unto the Surety" and
immediately prior to the words "that the Lessee shall perform".
(d) Amendment to certain Schedules to Reimbursement Agreement. The
following Schedules to the Reimbursement Agreement are hereby deleted in
their entirety and replaced with the following new Schedules, each of which
is attached to this Master Amendment:
Schedule 5.1(e) - Addresses of Lessee; Offices; Places of Business,
Location of Properties
Schedule 5.9 - Pending Matters Against Lessee of the Properties
Schedule 5.11-1 - Available Beds/Licensed Beds
Schedule 5.11-2 - List of Regulatory Permits
Schedule 5.19 - Legal Names
Schedule 5.20(a) - Schedule of Plans
Schedule 8.5 - Environmental Reports
(e) Supplement to Schedules to Reimbursement Agreement. Schedule
5.31(d) - Rent Rolls (Amended and Restated) and Schedule 7.10 - Financial
Projections to the Reimbursement Agreement are hereby supplemented by
adding thereto additional information as to rent rolls and financial
projections, respectively relating to the funding to occur on the
Additional Properties Closing Date, which supplement Schedules 5.31 and
Schedule 7.10 respectively, are attached to this Master Agreement.
Section 2.7 AMENDMENT TO SUBORDINATION OF MANAGEMENT AGREEMENTS.
(a) Amendment to Recitals of Subordination of Management
Agreements.
(1) The second recital to the Subordination of Management
Agreements is hereby amended by deleting the word "Pita" in the first
(1st) line thereof and replacing same with "AHC".
(2) The second, fourth and fifth recitals to the Subordination
of Management Agreements are each hereby amended by adding the words
"(or dated as of the Additional Properties Closing Date)" immediately
after the words
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"of even date herewith" in the (i) first (1st) line of such second
recital, (ii) second (2nd) line of such fourth recital and (iii)
second (2nd) line of such fifth recital.
(3) The fourth and fifth recitals to the Subordination of
Management Agreements are each hereby further amended by adding the
words "as amended or modified," (i) immediately after the word "each,"
in the definition of "JV Management Agreement" in such fourth recital
and (ii) immediately prior to the word "the" in the definition of "AHC
Management Agreement" in such fifth recital.
(b) Addition of New Section 22. The Subordination of Management
Agreements is hereby amended to add a new Section 22 thereto as follows:
"22. Each of the parties hereto acknowledge and agree that on or prior to
the Additional Properties Closing Date, new Joint Ventures will be formed
which will have an interest in the Properties financed on such Additional
Properties Closing Date, and as a condition to such funding, such new Joint
Ventures will be, and will be required to become a party to this
Subordination of Management Agreements by execution of a Joinder Agreement
in the form of Exhibit D hereto (the "JOINDER AGREEMENT") Each such party
consents to such new Joint Ventures becoming a party to this Collateral
Assignment of Management Agreements (Joint Ventures) in accordance with the
provision of this Section 22."
(c) Exhibit A to the Subordination of Management Agreements. Exhibit A
to the Subordination of Management Agreements is hereby deleted in its
entirety and replaced with a new Exhibit A to Subordination of Management
Agreements attached to this Master Amendment.
(d) Addition of Joinder Agreement. The Subordination of Management
Agreements is hereby amended to add new Exhibit D -Joinder Agreement
(Subordination of Management Agreements) thereto, a form of which is
attached to this Master Amendment.
Section 2.8 AMENDMENT TO PLEDGE AGREEMENT (JV PARTNERSHIP INTERESTS).
(a) Amendment to Recital D. The first sentence of Recital D to Pledge
Agreement (JV Partnership Interest) dated as of July 16, 1999 by Guarantor
and ALS-CLARE BRIDGE, INC., a Delaware corporation, in favor of Trustee
(the "JV PLEDGE") is hereby deleted in its entirety and replaced with the
following:
"D. The Loan is and shall be secured by, among other things, the
Mortgages (i) from Borrower and Lessee to Trustee on the date hereof
encumbering the Initial Properties and (ii) to be granted by Borrower
and Lessee
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in favor of Trustee on the Additional Properties Closing Date and
encumbering the Additional Properties (each of the foregoing
capitalized terms, as defined in the Loan Agreement). The Initial
Properties and Additional Properties shall hereinafter be referred to
collectively as the 'PROPERTIES'."
(b) Further Amendment to Recital D The second sentence of Recital D
to the JV Pledge is hereby amended by: (i) inserting the words "(or, as of
the Additional Properties Closing Date, shall be)" immediately after the
words "The Properties are..." on the third (3rd) line of said paragraph and
immediately after the words "Property is" on the fifth (5th) line of said
paragraph, and (ii) inserting the words "(or entered into as of the
Additional Properties Closing Date)" immediately after the word "herewith"
on the last line of said paragraph.
(c) Confirmation of Grant. Pursuant to Section 2 of the JV Pledge,
and in addition to the security interests in the other Collateral granted
thereunder, Guarantor hereby confirms that it has pledged, assigned and
granted to Trustee a continuing security interest in all of its right,
title and interest in and to the Partnership Interests in the Joint
Ventures (the "ADDITIONAL JOINT VENTURES") which are the sublessees of the
Additional Properties acquired by Borrower (and leased by Borrower to
Lessee) on the Additional Properties Closing Date and all of the other
Pledged Collateral relating to such Joint Ventures, all in accordance with
the terms and subject to the conditions of the JV Pledge.
(d) Acknowledgment by JVs. By execution of this Master Amendment,
each of the Additional Joint Ventures acknowledges the pledge of and
security interest in the Pledged Collateral pursuant to the JV Pledge (as
amended hereby), agrees that any inconsistency between the JV Pledge and
any Joint Venture Documents shall be construed in favor of the JV Pledge
and further acknowledges and agrees with all of the terms and conditions of
the "Acknowledgment of Joint Ventures - Part II" attached to this Master
Amendment.
(e) Acknowledgment of Joint Ventures - Part II. The JV Pledge is
hereby amended to add a new "Acknowledgment of Joint Ventures - Part II"
thereto, a form of which is attached to this Master Amendment.
(f) Exhibit A to Pledge Agreement (JV Partnership Interest).
Exhibit A to Pledge Agreement (JV Partnership Interest) is hereby deleted
in its entirety and replaced with new Exhibit A Pledge Agreement (JV
Partnership Interest).
Section 2.9 AMENDMENT TO SECURITY AGREEMENT MADE BY BORROWER.
(a) That certain Security Agreement dated as of July 16, 1999 by
Borrower in favor of Trustee is hereby amended by deleting the words
"pursuant to subleases of even date herewith" in the second to last line of
Recital C thereto and replacing such
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words with the words "pursuant to subleases dated as of July 16, 1999 and
September 28, 1999".
(b) Confirmation of Grant. Pursuant to Section 1 of the Security
Agreement referenced in clause (a) above, and in addition to the security
interests in the other Collateral granted thereunder, Borrower hereby
confirms that it has pledged, assigned and granted to Trustee a continuing
security interest in all of its right, title and interest in and to the
Collateral (as defined in such Security Agreement) relating to the
Additional Properties, all in accordance with the terms and subject to the
conditions of such Security Agreement.
Section 2.10 AMENDMENT TO SECURITY AGREEMENT MADE BY LESSEE.
(a) That certain Security Agreement dated as of July 16, 1999 by
Lessee in favor of Trustee is hereby amended by deleting the words
"pursuant to subleases of even date herewith" in the second to last line of
Recital D thereto and replacing such words with the words "pursuant to
subleases dated as of July 16, 1999 and September 28, 1999".
(b) Confirmation of Grant. Pursuant to Section 1 of the Security
Agreement referenced in clause (a) above, and in addition to the security
interests in the other Collateral granted thereunder, Borrower hereby
confirms that it has pledged, assigned and granted to Trustee a continuing
security interest in all of its right, title and interest in and to the
Collateral (as defined in such Security Agreement) relating to the
Additional Properties, all in accordance with the terms and subject to the
conditions of such Security Agreement.
Section 2.11 AMENDMENT TO COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT
(AHC TENANT).
(a) Collateral Assignment of Management Agreement (AHC Tenant).
The third recital of that certain Collateral Assignment of Management
Agreement (AHC Tenant) dated as of July 16, 1999 by the Lessee in favor of
the Trustee is hereby amended by adding the words "as amended, restated,
supplemented or modified in accordance with the terms thereof and the Trust
Agreement, as applicable" in the definition of "Management Agreement" on
the third line thereof immediately before the word "the" .
(b) Exhibit A to Collateral Assignment of Management Agreement
(AHC Tenant). Exhibit A to such Collateral Assignment of Management
Agreement (AHC Tenant) by the Lessee in favor of the Trustee is hereby
amended to attach thereto the amended Assisted Living Consultant and
Management Services Agreement (Post
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Sublease) between the Lessee and Alterra, which Assisted Living Consultant
Agreement shall give effect to the amendments contemplated hereby.
(c) Acknowledgment and Consent By Manager - Part II. The CollateraL
Assignment of Management Agreement (AHC Tenant) is hereby amended to add a
new "Acknowledgment and Consent By Manager - Part II" thereto, a form of
which is attached to this Master Amendment.
Section 2.12 AMENDMENT TO COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT
(JOINT VENTURES).
(a) The third Whereas Clause contained in that certain Collateral
Assignment of Management Agreements (Joint Ventures) dated as of July 16,
1999 by each of the limited partnerships set forth on Exhibit B thereto in
favor of the Trustee is hereby amended to delete the following language at
the end thereof:
"and a true and correct copy of each Management is attached hereto as
"Exhibit A-1" through "Exhibit A-20" and incorporated herein" and to
replace such language with the following: "which Management Agreements
are described on Exhibit A."
(b) The third Whereas Clause of such Collateral Assignment of
Management Agreements (Joint Ventures) is hereby further amended by
inserting the words ", as amended or modified," immediately prior to the
word "individually" on the fifth (5th) line thereof.
(c) New Exhibit A. The Collateral Assignment of Management
Agreements (Joint Ventures) is hereby amended to delete Exhibits A-1
through Exhibit A-20 and to replace same with a new Exhibit A - List of
Management Agreements thereto, which Exhibit A is attached to this Master
Amendment.
(d) Joinder Agreement. The Collateral Assignment of Management
Agreements (Joint Ventures) is hereby amended to add a new Section 18
thereto as follows:
"18. Each of the parties hereto acknowledge and agree that on or prior to
the Additional Properties Closing Date, new Joint Ventures will be formed
which will have an interest in the Properties financed on such Additional
Properties Closing Date, and as a condition to such funding, such new Joint
Ventures will be, and will be required to become a party to this Collateral
Assignment of Management Agreements (Joint Ventures) by execution of a
Joinder Agreement in the form of Exhibit C hereto (the "JOINDER AGREEMENT")
Each such party consents to such new Joint Ventures becoming a
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party to this Collateral Assignment of Management Agreements (Joint
Ventures) in accordance with the provision of this Section 18."
(e) Exhibit B to Collateral Assignment of Management Agreements
(Joint Ventures). Exhibit B attached to such Collateral Assignment of
Management Agreements (Joint Ventures) is hereby deleted in its entirety
and replaced with new Exhibit B to Collateral Assignment of Management
Agreements (Joint Ventures) attached to this Master Amendment.
(f) Exhibit C - Joinder Agreement. The Collateral Assignment of
Management Agreements (Joint Ventures) is hereby amended to add new Exhibit
C - Joinder Agreement Collateral Assignment of Management Agreements (Joint
Ventures) thereto, a form of which is attached to this Master Amendment.
(g) Acknowledgment and Consent By Manager - Part II. The
Collateral Assignment of Management Agreement (Joint Ventures) is hereby
amended to add a new "Acknowledgment and Consent By Manager (Joint
Ventures) - Part II" thereto, a form of which is attached to this Master
Amendment.
Section 2.13 AMENDMENT TO ASSISTED LIVING CONSULTANT AND MANAGEMENT
SERVICES AGREEMENT (POST SUBLEASE). Exhibit A to that certain Assisted Living
Consultant and Management Services Agreement (Post Sublease) dated as of July
16, 1999 between Guarantor and Lessee is hereby deleted in its entirety and
replaced with a new Exhibit A attached to this Master Amendment.
Section 2.14 AMENDMENT TO MASTER GLOSSARY OF DEFINITIONS.
(a) Definition of "Equity Commitment". The definition of "Equity
Commitment" is hereby deleted in its entirety and replaced with a new
definition as follows:
"EQUITY COMMITMENT" shall mean an amount not to exceed
$12,500,000.
(b) Definition of "Excluded Collateral". The definition of
"Excluded Collateral" is hereby amended by adding the words "(together with
any additional letter of credit delivered in connection with the Equity
Advances made on the Additional Properties Closing Date in an amount of not
more than $5,775,000)" immediately after the words "$9,975,000 letter of
credit" and before the words "issued by Firstar Bank, Milwaukee, N.A."
(c) Definition of Manager. The definition of "Manager" is hereby
amended by inserting the words " XXX Xxxxxx Ranch East, Inc, a Delaware
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corporation," immediately after the comma after the words "a Delaware
corporation," in the first line thereof and immediately prior to the word
and any successor Manager."
(d) Definition of "Guarantor Rental Obligations". The definition
of "Guarantor Rental Obligations" is hereby amended by adding the following
words at the end of such definition, immediately prior to the period at the
end of such definition:
", net of lease income".
Section 2.15 AMENDMENT TO ALL NOTICE PROVISIONS FOR, AND ALL REFERENCES TO,
"THE FIRST NATIONAL BANK OF CHICAGO". All references (i) to "The First National
Bank of Chicago" in any of the Transaction Documents shall hereinafter be
references to "Bank One, National Association", and (ii) to The First National
Bank of Chicago's address for notice purposes in any of the Transaction
Documents are hereby deleted in their entirety and replaced with the following
name and address:
"Bank One, National Association (formerly known as The First National Bank
of Chicago), 0 Xxxx Xxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn:
Global Corporate Trust"
Section 2.16 WAIVER OF REIMBURSEMENT CONTRACT PROVISIONS FOR XXXXXX RANCH
IN LOAN AGREEMENT, REIMBURSEMENT AGREEMENT AND PARTICIPATION AGREEMENT.
Reference is made to Section 3.11 of the Loan Agreement, Section 5.1 of the
Reimbursement Agreement and Section 4.6 of the Participation Agreement
(collectively, the "LICENSING PROVISIONS"). The parties hereto hereby agree that
notwithstanding the language set forth in such Licensing Provisions, (i) each of
Borrower, Lessee, each Sublessee and/or Manager shall have until July 31, 2000
to be in compliance with all applicable Medicare Regulations and Medicaid
Regulations and receive all Reimbursement Contracts (as each such terms are
defined in the applicable Licensing Provision) with respect to Xxxxxx Ranch and
(ii) each of Borrower, Lessee, each Sublessee and/or Manager shall have until
the expiration of the Escrow Agreement (as defined above) to comply with the
other Licensing Provisions with respect to Xxxxxx Ranch.
Section 2.17 CONSENT TO APPOINTMENT OF SUBMANAGER. The parties hereto
hereby approve XXX Xxxxxx Ranch East, Inc., a Delaware corporation and
wholly-owned subsidiary of Guarantor ("XXX Xxxxxx Ranch"), as the manager of
nursing home beds within the Property known as Wynwood of Xxxxxx Ranch East,
Sarasota, Florida (the "Xxxxxx Ranch SNF Beds") pursuant to that certain Nursing
Facility Consultant and Management Services Agreement dated as of September 28,
1999 between Wynwood of Xxxxxx Ranch East L.P. and XXX Xxxxxx Ranch (the "SNF
Management Agreement"). The parties hereto further agree, notwithstanding any
provision of the Transaction Documents to the contrary, XXX Xxxxxx Ranch and any
successor manager of the Xxxxxx Ranch SNF Beds approved pursuant
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17
to the Transaction Documents shall be entitled to enter into that certain
Nursing Facility Consultant and Submanagement Services Agreement dated as of
September 28, 1999 between XXX Xxxxxx Ranch and Manor Care of Boynton Beach,
Inc. (the "SNF Management Subcontract") without any further consent of the
parties to the Transaction Documents, provided that, (i) XXX Xxxxxx Ranch
remains primarily obligated under the SNF Management Agreement to provide all
services which are subcontracted pursuant to the SNF Management Subcontract,
(ii) all fees payable to the submanager pursuant to the SNF Management
Subcontract are solely the responsibility of XXX Xxxxxx Ranch and (iii) the SNF
Management Subcontract is immediately terminable by XXX Xxxxxx Ranch upon
termination of the Management Agreement for the Xxxxxx Ranch SNF Beds.
Section 2.18. "PARTICIPATIONS" Notwithstanding anything to the contrary in
any of the Transaction Documents (including, without limitation, Sections 9.3 of
the Participation Agreement, Sections 5.2, 5.12 and 5.13 of the Loan Agreement)
each of Borrower and SELCO (for purposes of this Section 2.17, each referred to
individually as a "BORROWER PARTY") may, on or after December 31, 1999, sell,
transfer, grant or assign participations in all or any part of their respective
interests under the Transaction Documents without the consent of the parties
hereto to a Person or Persons (each such Person hereinafter referred to as a
"SUB-PARTICIPANT"); provided that (i) such selling Borrower Party shall remain
the "Borrower", "Lessor" or "Equity Investor", as the case may be, for all
purposes under the Transaction Documents (such selling Borrower Party's
obligations under the Transaction Documents remaining unchanged) and the
sub-participant shall not constitute a Borrower, Lessor or an Equity Investor,
as the case may be, for any purposes hereunder or under any of the other
Transaction Documents, (ii) no such sub-participant shall have, or be granted,
rights to approve any amendment or waiver relating to the Transaction Document,
(iii) each such sub-participant shall be an institutional or corporate investor
meeting the criteria set forth in Section 9.3(a) of the Participation Agreement,
and (iv) there shall not be more than an aggregate of 5 sub-participants at any
one time.
In the case of any such participation, no sub-participant shall have
any rights under the Transaction Documents (each sub-participant's rights shall
be limited to rights against the Borrower Party in respect of such participation
as set forth in the participation agreement between such sub-participant and
such Borrower Party creating such sub-participation) and all amounts payable by
the Trustee under the Flow of Funds Agreement shall be determined as if such
Participant had not sold such participation; provided, however, that such
sub-participant shall be entitled to receive additional amounts under Sections
10.2 and 10.7 of the Participation Agreement on the same basis as if it were a
Borrower Party (but only to the extent that the Borrower Party would have been
entitled to receive such additional amounts with respect to the interest
participated had it not sold such participation).
Section 2.19 CONSENT TO LICENSING SUBLEASES. The parties hereto consent
to the Licensing Subleases to be entered into on the Additional Properties
Closing Date, including without limitation the Sub-Sub-Sublease (SNF) dated as
of September 28,1999 between XXX Xxxxxx Ranch East, Inc., and Manor Care of
Boynton Beach, Inc. with respect to the Xxxxxx
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Ranch SNF Beds.
ARTICLE III
RATIFICATIONS, CONFIRMATIONS AND ACKNOWLEDGMENTS; REPRESENTATION AND
WARRANTIES
Section 3.1 RATIFICATIONS, CONFIRMATION AND ACKNOWLEDGMENTS. Each of the
parties hereto hereby acknowledges that (i) it is aware of, and has reviewed the
terms of, the funding to occur on the Additional Properties Closing Date, and
(ii) it has reviewed the terms of this Master Amendment and by its execution
hereof, consents to and acknowledges the terms hereof. In connection with the
amendments contemplated hereby, and in order to induce the Lender to make the
Additional Advance contemplated on the Additional Properties Closing Date, and
to induce the Surety to issue the Amended and Restated Insurance Surety Bond and
the Amended and Restated Back-Stop Surety Bond to cover the increased amount of
the Additional Advances to be made on the Additional Properties Closing Date and
to induce Borrower to make additional Equity Advances on the Additional
Properties Closing Date, each of the parties hereto hereby confirms all of the
representations and warranties made by it in the Transaction Documents to which
it is a party, and confirms the grant of any security interest made by it in any
Transaction Document to which it is a party, and to the extent not already
covered by any security document (as amended hereby), hereby grants a security
interest in its interest, if any, in the Additional Properties and all
collateral relating thereto and located thereon. Except as expressly amended
hereby, all of the provisions of the Transaction Documents (including, without
limitation, the Guarantee) shall remain unaltered and in full force and effect,
and, as amended hereby, such Transaction Documents are in all respects agreed
to, ratified and confirmed by the parties hereto.
Section 3.2 REPRESENTATION AND WARRANTIES.
(a) Each of the parties hereto hereby represents and warrants that is
has full power and authority to execute and deliver this Master Amendment,
and upon execution hereof, this Master Amendment will constitute the valid
and binding obligation of such party, enforceable against such party in
accordance with its terms subject to bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting creditor's rights.
(b) As of the date of this Master Amendment, each of the parties
hereto hereby certifies that all of the representations and warranties made
by each such party in the applicable Transaction Document to which it is a
party are true and correct as of the date hereof.
ARTICLE IV
MISCELLANEOUS
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Section 4.1 REFERENCES. Upon the effectiveness of this Master Amendment,
all references in any of the Transaction Documents and in all other agreements,
documents, certificates, exhibits and instruments executed pursuant thereto,
including, without limitation, references to "this Agreement," "hereunder,"
"hereof," "herein" and words of like import contained in any such Transaction
Documents shall, except where the context otherwise requires, mean and be a
reference to the applicable Transaction Document as amended hereby.
Section 4.2 COUNTERPARTS, SEVERABILITY AND EFFECTIVENESS. This Master
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same agreement. Any provisions of this Master Amendment which are prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. This Master Amendment
shall become effective upon the execution of a copy hereof, whether by the same
or different copies, by the parties hereto.
Section 4.3 TRUSTEE. The parties hereto acknowledge and agree that Trustee
is acting not in its individual capacity, but solely in its capacity as Trustee
under the Trust Agreement, and that where there is any reference herein to
Trustee (except for any duties of the Trustee under the Sublease, of which it is
not a party) performing any activity, making any decision or determination,
approving or consenting to any matter, exercising any rights, fulfilling any
obligation, exercising any discretion or otherwise acting in any capacity,
Trustee will not take such action unless it is specifically authorized and
directed to do so in each instance pursuant to the Trust Agreement.
Section 4.4 GOVERNING LAW. THIS MASTER AMENDMENT SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
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IN WITNESS WHEREOF, the parties hereto have caused this Master Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
"BORROWER":
PITA GENERAL CORPORATION,
an Illinois corporation
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
Vice President
"SURETY":
ZC SPECIALTY INSURANCE COMPANY,
a Texas corporation
By: /s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
Vice President
"LENDER":
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxxxx Ashenmil
------------------------------------
Xxxxxx Ashenmil
Senior Vice President
21
"GUARANTOR":
ALTERRA HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President
"LESSEE":
AHC TENANT, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Vice President
"SELCO":
SELCO SERVICE CORPORATION, an Ohio corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx
Vice President
"TRUSTEE":
BANK ONE, NATIONAL ASSOCIATION,
with its principal office
located in Chicago, Illinois
(formerly known as THE FIRST
NATIONAL BANK OF CHICAGO), as
Trustee
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Vice President
22
"ALS-CLARE BRIDGE"
ALS-CLARE BRIDGE INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
"ALS XXXXXX RANCH"
ALS XXXXXX RANCH EAST, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
23
SCHEDULE 3.1(E) TO LOAN AGREEMENT
ADDRESSES OF LESSEE; OFFICES; PLACES OF BUSINESS;
LOCATION OF PROPERTIES
ADDRESS OF PRINCIPAL PLACE OF
BUSINESS AND CHIEF
EXECUTIVE OFFICE OF LESSEE
000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
LOCATION OF PROPERTIES
1. 0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, XX 00000
(Palm Beach County)
2. 0000 X. Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
(Palm Beach County)
3. 000 Xxxx Xxxxxxx Xxxxxx
Xxxx, Xxxxxxxxxx 00000
(Orange County)
3. 0000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
(Mecklenburg County)
4. 0000 Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
(Sacramento County)
5. 0000 Xxxxx Xxxxx Xxxxx, XX
Xxxxxx, XX 00000
(Xxxx County)
6. 0000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
(El Paso County)
7. 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
(DeKalb County)
24
8. 0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
(Denver County)
9. 000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Pinellas County)
10. 000 Xxx Xxxx Xxxx
Xxxxxxx, XX 00000
(Bergen County)
11. 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
(Xxxxxx County)
12. 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
(Xxxxxx County)
13. 00000 00xx Xxxxxx
Xxxxxxxx, XX 00000
(Snohomish County)
14. 0000 Xxxx Xxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
(Maricopa County)
15. 00000 Xxxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
(Xxxxxxx County)
16. 0000 Xxxx Xxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
(Maricopa County)
17. 0000 Xxxxxx Xxxxxx
Xxxx, XX 00000
(Washoe County)
18. 0000 Xxxxxxxxx Xxxx, XX
Xxxxxxx, Xxxxxxxx 00000
(Roanoke County)
25
19. 0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
(Sarasota County)
20. 0000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
(Sarasota County)
21. 00000 X. 000xx Xxxxxx
Xxx Xxxx Xxxx, XX 00000
(Maricopa County)
22. 0000 X. Xxxx Xxxx
Xxxxxx, Xxxxxxx 00000
(Pima County)
23. 000 Xxxxxxx Xxxxxxxx
Xxxxx, XX 00000
(Passaic County)
24. 00000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
(Cuyahoga County)
25. 000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
(Essex County)
26. 0000 Xxxxx Xxxxxxx Xxxxxx and 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(Los Angeles County)
OTHER OFFICES OF LESSEE
None.
