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Exhibit 10.8
FIRST AMENDMENT TO FIRST SERIES MASTER INVESTMENT AGREEMENT
AND AGREEMENT REGARDING FIRST SERIES
CONSTRUCTION SCHEDULES, COMPLETION DATES, AND BUDGETS
THIS FIRST AMENDMENT TO FIRST SERIES MASTER INVESTMENT AGREEMENT AND
AGREEMENT REGARDING FIRST SERIES CONSTRUCTION SCHEDULES, COMPLETION DATES, AND
BUDGETS (this "Amendment") is made by and between BALANCED CARE CORPORATION
("BCC"), BCC DEVELOPMENT AND MANAGEMENT CO. ("Developer"), a Delaware
corporation, ELDER CARE OPERATORS, LLC ("Elder Care"), a Delaware limited
liability company, ELDER CARE OPERATORS OF YORK, LLC ("York"), a Delaware
limited liability company, ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC
("Lakemont"), a Delaware limited liability company, ELDER CARE OPERATORS OF
MURFREESBORO, LLC ("Murfreesboro"), a Delaware limited liability company, ELDER
CARE OPERATORS OF BRISTOL, LLC ("Bristol"), a Delaware limited liability
company, ELDER CARE OPERATORS OF XXXXXXXX, LLC ("Xxxxxxxx"), a Delaware limited
liability company, ELDER CARE OPERATORS OF AKRON, LLC ("Akron"), a Delaware
limited liability company (York, Lakemont, Murfreesboro, Bristol, Hilliard, and
Akron being hereinafter each individually referred to as a "Tenant" and
collectively referred to as the "Tenants"), and NATIONWIDE HEALTH PROPERTIES,
INC., a Maryland corporation ("NHP") and MLD DELAWARE TRUST ("MLD"), a Delaware
business trust, and joined herein by XXXXX X. XXXXXX ("Xxxxxx"), solely for the
purposes of acknowledging the changes in the Transaction Documents (defined
below) set forth in this Amendment and reaffirming his obligations under the
Note Guaranties (defined below).
RECITALS:
A. NHP (as landlord under 4 separate leases), MLD (as landlord under 2
separate leases), the Tenants (as individual tenants under separate leases),
Elder Care, and/or BCC have previously entered into a series of six (6)
transactions, as specifically set forth in Exhibit "A" of the Master Agreement
(defined below) (hereinafter individually referred to as a "Transaction" and
collectively referred to as the "Transactions"), each of which included the
purchase, lease, and development of certain tracts or parcels of real property,
together with all improvements thereon, all personal property to be leased
therewith, and all appurtenances thereto (hereinafter individually referred to
as a "Property" and collectively referred to as the "Properties").
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B. As a part of the Transactions, (i) the Properties were each leased
from NHP or MLD by the applicable Tenant, pursuant to the terms and conditions
set forth in a lease and security agreement (hereinafter individually referred
to as a "Lease" and collectively referred to as the "Leases"), which Leases were
all amended pursuant to the provisions of a First Amendment to Lease and
Security Agreements ("First Lease Amendment"), made effective as of the
respective execution dates of the Leases, and are to be further amended pursuant
to the provisions of a Second Amendment to Lease and Security Agreements
("Second Lease Amendment"), being entered into contemporaneous herewith; (ii)
Elder Care, which owns all or part of the membership interests in each of the
Tenants, guaranteed the obligations of the applicable Tenants under each of the
Leases pursuant to a lease guaranty (collectively, the "Lease Guaranties");
(iii) as additional security for the obligations of Tenants under each
respective Lease, BCC entered into certain shortfall funding agreements and
option agreements with the Tenants, and certain corresponding working capital
assurance agreements with NHP or MLD, (collectively, the "Capital Agreements"),
whereby BCC agreed to make working capital loans to the applicable Tenant, and
as further security, NHP or MLD are party to deposit pledge agreements
(collectively, the "Deposit Agreements") whereby each applicable Tenant pledges
a minimum amount of capital as a working capital reserve for its operations;
(iv) each Property has been or is being developed, used, and licensed (by the
State in which such Property is located) as an assisted living facility,
personal care home, independent living facility, or similar adult care facility
(hereinafter individually referred to as a "Facility" and collectively referred
to as the "Facilities"), including any applicable ancillary services for
independent living, skilled nursing, rehabilitation, or Alzheimer's or dementia
care; (v) BCC DEVELOPMENT AND MANAGEMENT CO. ("Developer"), a Delaware
corporation wholly owned by BCC, acted or is acting as developer of each of the
Properties, pursuant to the terms and conditions of development agreements
(hereinafter individually referred to as a "Development Agreement" and
collectively referred to as the "Development Agreements") entered into by and
between Developer and NHP or MLD; (vi) BCC guaranteed the obligations of
Developer under each respective Development Agreement and the completion of all
improvements contemplated in such Development Agreements, pursuant to a guaranty
agreement with NHP or MLD (collectively, the "Development Guaranties"), (vii)
each of the Tenants entered into a management agreement with a newly formed
subsidiary of BCC, whereby such BCC subsidiary agreed to manage the respective
Facility on behalf of the respective Tenant (such BCC subsidiaries being
hereinafter collectively referred to as the
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"Managers"), (viii) BCC indemnified NHP or MLD with respect to possible
environmental hazards on each applicable Property by means of environmental
indemnification agreements (collectively, the "Environmental Indemnifications"),
(ix) NHP or MLD, as applicable, granted rights of first refusal to BCC with
respect to any proposed sales of the Properties, by means of right of first
refusal agreements (hereinafter individually referred to as a "Refusal
Agreement" and collectively referred to as the "Refusal Agreements"), (x) in
order to assist Tenants with certain startup costs, NHP or MLD made loans
(hereinafter individually referred to as a "Senior Loan" and collectively
referred to as the "Senior Loans") to Elder Care with respect to each facility,
pursuant to the terms of certain promissory notes, certain guarantees made by
Xxxxxx for the benefit of NHP of repayment of up to fifteen percent (15%) of the
principal of such Senior Loans (collectively, the "Note Guaranties"), and other
related security documents (such notes, Note Guaranties, and other security
documents being hereinafter collectively referred to as the "Senior Loan
Documents"), and (xi) the parties hereto previously entered into that certain
First Series Master Investment Agreement (the "Master Agreement"), dated March
27, 1998, whereby NHP, MLD, BCC, Developer, Elder Care, and Oakhaven Elder
Living, Inc. (a former 1% member of each of the Tenants) agreed that certain
provisions related to NHP's maximum investment, cross default, cross renewal,
purchase options, development fees, and budgets would govern all the
Transactions (since Xxxxxx has purchased all the equity ownership interests in
Elder Care and the Tenants, Oakhaven Elder Living, Inc. is no longer a party to
the Master Agreement). The documents and instruments defined or described in
this Paragraphs A. and B. of these Recitals are hereinafter collectively
referred to as the "Transaction Documents".
C. Due to unforeseen problems with the soil conditions at the Akron,
Ohio Property, NHP, Elder Care, Akron, and BCC have determined it is not
feasible or practical to continue the development of a Facility on such Property
at this time, and that it may be necessary to sell such Property without further
development and independently of the other Properties.
D. Due to unforeseen delays in construction of some of the Facilities,
revisions to the budgets, and changes in NHP's Maximum Investment (as defined in
the Master Agreement), the parties have agreed to establish new Construction
Schedules and Completion Dates with respect to the delayed Facilities (other
than the Akron, Ohio Facility), establish new Budgets for all the Facilities
(other than the Akron, Ohio Facility), and permit certain increases in NHP's
Maximum Investment.
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E. It has been determined by the parties that it is necessary and
desirable to amend the Master Agreement in the manner set forth in this
Amendment.
NOW, THEREFORE, taking the foregoing paragraphs A through E (the
"Recitals") into account, and in consideration of the mutual covenants,
agreements, and conditions set forth herein and in the Transaction Documents
described in the Recitals, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Definitions. All provisions of the Master Agreement will remain in
full force and effect as if restated herein, except as such provisions may
clearly conflict with the terms of this Amendment, and any words or phrases
which are defined terms in the Master Agreement will have the same meaning in
this Amendment as such words or phrases have in the Master Agreement (except as
otherwise defined pursuant to the amendments set forth in this Amendment).
2. Amendment of Section 6(a) of the Master Agreement. Notwithstanding
any other provision of the Master Agreement to the contrary, the parties hereto
agree that the current language of the second sentence of Section 6(a) Master
Agreement is hereby corrected and amended by replacing the phrase "exceeds NHP's
Maximum Investment" with the phrase "exceeds six and one-half percent (6.5%) of
NHP's Maximum Investment".
3. Further Amendment of the Master Agreement. Notwithstanding any other
provision of the Master Agreement to the contrary, the parties hereto agree that
the current language of the Master Agreement is hereby amended by inserting at
the end thereof the following provisions:
"13. DEVELOPMENT OR SALE OF AKRON PROPERTY.
(a) Notwithstanding anything in this Master Agreement or the
Akron Development Agreement to the contrary, until or unless NHP
determines, in its sole and absolute discretion, that it is
economically desirable to build a Facility on the Akron, Ohio Premises
(as defined in the Akron, Ohio Lease) (herein referred to as the "Akron
Property") and gives BCC and Tenant written notice ("Construction
Notice") of its intent to complete construction of a Facility on the
Akron Property, NHP will not be obligated to (i) complete development
or construction of a Facility on the Akron Property, (ii) make any
additional payments for Work (as
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defined in the Akron Development Agreement) performed on the Akron
Property (whether or not an Application for Payment has already been
received; provided, however, payments already made by NHP prior to the
Effective Date [as defined in the Amendment by which this Paragraph 13
was added to this Agreement] are not effected by this provision), or
(iii) pay or commit any additional funds with respect to the
development of the Akron Property, or with respect to any Development
Fees, Development Advance, or Land Acquisition Costs related to the
Akron Property. NHP and Developer hereby agree to stop all Work on the
Akron Property until or unless NHP delivers a Construction Notice to
Developer. Developer agrees to record, at Developer's expense and
within thirty (30) days after the Effective Date, signed unconditional
mechanic's lien waivers and releases from the Contractor (as defined in
the Akron Development Agreement) and each subcontractor or materials
supplier who has provided work or materials for the Improvements (as
defined in the Akron Development Agreement) constructed or the Work
performed on or before the Effective Date. BCC and Developer hereby
represent and warrant to NHP that (w) all Applications for Payment with
respect to Work performed on or before the Effective Date have been
submitted to NHP, (x) all payments due to the Contractor,
subcontractors, materials suppliers, or other parties with respect to
such Improvements or Work have either already been made or will be made
within thirty (30) days after the Effective Date, (y) no additional
Work will be performed at the Akron Property after the Effective Date
without NHP's express written consent, and (z) that all ancillary items
required to be delivered or recorded under the terms of the Akron
Development Agreement with respect to Work performed to date and any
related Application for Payment have in fact been delivered and/or
recorded.
(b) Until or unless NHP delivers a Construction Notice to
Tenant and Developer, (i) the term "NHP's Maximum Investment" (as
defined in Paragraph A of the Recitals to this Master Agreement), for
all purposes of this Master Agreement, will be reduced by the Akron
Amount (as defined below), determined as of the first day of each
calendar month, and (ii) the provisions of Section 6(b) of this
Agreement will not apply to the Akron Property or to any Development
Advances made or to be made with respect thereto. For purposes of this
Section 13(b), the term "Akron Amount" shall mean the sum, as of the
date the Akron Amount is being determined, of (I) $7,050,000.00 (the
maximum NHP investment amount set forth with respect to the Akron
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Property in Exhibit "A" to the Master Agreement), less (II) the Land
Acquisition Costs for the Akron Property (as defined in Section 4.3 of
the Akron Development Agreement), less (III) all amounts actually
disbursed as a Development Advance under the Akron Development
Agreement (including any Development Fees, but not including accrued
rent under the Akron Lease), less (IV) the aggregate of all accrued and
unpaid rent under the Akron Lease (depending on the date the Akron
Amount is being determined, such accrued but unpaid rent might include
Construction Period Minimum Rent, Interim Post-Construction Minimum
Rent, other Initial Term Post-Construction Minimum Rent, Additional
Rent, and/or Suspension Period Minimum Rent, all as defined in the
Akron Lease). The parties hereto acknowledge and agree that NHP is
entitled to sell the Akron Property at any time, subject to the
provisions of the Akron, Ohio Refusal Agreement. In the event NHP
elects to sell the Property, NHP will give Tenant and BCC written
notice of such election ("Sale Notice"). If NHP delivers a Sale Notice
to BCC, (i) the term "NHP's Maximum Investment" (as defined in
Paragraph A of the Recitals to this Master Agreement), for all purposes
of this Master Agreement, will be reduced by the Akron Amount,
determined as of the date of such Sale Notice, but following
application of all payments or refunds of rent delivered within the
thirty (30) day period set forth in Section 44(E) of the Akron Lease,
and (ii) the provisions of Section 6(b) of this Agreement will not
apply to the Akron Property or to any Development Advances made or to
be made with respect thereto.
14. BCC PURCHASE OPTION AS TO AKRON PROPERTY. Notwithstanding anything
in Section 5 hereof to the contrary, and provided that (i) NHP has not given
Tenant and BCC a Construction Notice or a Sale Notice, (ii) all the Leases are
still in effect, and (iii) no Event of Default (as defined in the respective
Leases and subject to Section 2 hereof) under any of the Leases remains uncured
as of (A) BCC's exercise of its option to purchase the Akron Property pursuant
to this Section 14, and (B) the closing date established to consummate the
purchase of the Akron Property pursuant to BCC's exercise of such option, then
BCC shall have the option to purchase (or cause a BCC Affiliate to purchase) the
Akron Property upon the following terms and conditions:
(a) At any time prior to NHP's delivery of a Construction
Notice or Sale Notice, BCC may, but is not obligated to, exercise an
option to purchase the Akron
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Property by giving NHP written notice thereof (the "Option Notice");
(b) The purchase price ("Akron Purchase Price") for the Akron
Property will be payable in cash by BCC and will be equal to the NHP's
Investment (as defined below) as of the closing date. For purposes of
this Section 14, the term "NHP's Investment" means the sum of (i)
$631,272.00 (the Land Cost as defined in Section 2.2.1(ii)(A) of the
Akron Lease), plus (ii) all amounts advanced by NHP pursuant to Section
5.7 of the Akron Lease (for additional capital improvements), plus
(iii) all amounts advanced by NHP under the Development Agreement for
Work, plus (iv) the total accrued but unpaid Construction Period
Minimum Rent (as defined in the Akron Lease), plus (v) all Development
Fees previously paid to BCC or the Developer pursuant to Section 4.2 of
the Akron Development Agreement ($300,000.00 maximum, 65% of which was
paid on or about the time of NHP's purchase of the Akron Property),
plus (vi) any other land acquisition costs paid by NHP and directly
attributable to the Akron Property, minus (vi) any net award paid to
Landlord pursuant to Section 13.1 or Section 13.2 of the Akron Lease;
(c) Once the Akron Purchase Price is established pursuant to
the above, NHP and/or its designated Affiliates, as seller (hereinafter
sometimes collectively referred to as "Sellers"), and BCC and/or its
designated Affiliates, as buyer (hereinafter sometimes collectively
referred to as "Buyers"), will immediately open an escrow to consummate
such purchase at a national title company selected by NHP on the
following terms: (i) the form of such instructions to be then signed by
Sellers and Buyers will be such title company's standard sale escrow
instructions without any representations or warranties and without due
diligence or other contingencies in favor of Buyers, (ii) the purchase
price will be payable in cash by Buyers at closing, (iii) Buyers will
pay all transaction costs, (iv) at close, Sellers will deliver title to
the Properties subject only to those title exceptions agreed to by NHP
and free and clear of any liens created by Sellers (other than liens,
Leases, subleases, and related instruments entered into, caused, or
created in whole or in part by BCC, Elder Care, Xxxxxx, Developer,
Manager, Buyers, Tenants, or their respective Affiliates), (v) the sale
escrow instructions will provide for a deposit ("Escrow Deposit") equal
to five percent (5%) of the Akron Purchase Price and will provide that
the deposit may be retained by Sellers as liquidated damages in the
event of any breach by Buyers of the terms of the escrow instructions
(provided, however, such liquidated damages
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will relate only to Sellers' damages by reason of a breach of the
escrow instructions and will in no way liquidate or limit Sellers'
damages by reason of a breach of this Agreement), (vi) the escrow will
close within sixty (60) days of the date on which the Option Notice is
deemed to have been given to NHP (the "Closing Period"), (vii) the
Developer will be required to deliver and/or record, to or for the
benefit of NHP, any and all waivers and releases in the manner and form
required under the terms of the Akron Development Agreement (but only
to the extent not previously delivered or recorded), and (viii) the
escrow instructions will otherwise be in form and substance reasonably
satisfactory to NHP;
(d) If BCC fails to close the escrow within the Closing Period
for any reason other than a breach by NHP, then the Escrow Deposit will
be paid to NHP, and BCC's rights under this Section 14 will terminate
with respect to the applicable Option Notice."
4. Amendments to Lease. The parties hereto hereby acknowledge and agree
to be bound by the terms and provisions of the First Lease Amendment and the
Second Lease Amendment.
5. Construction Schedules, Completion Dates, and Budgets. The parties
hereto hereby acknowledge that some of the Facilities (i) have not been
completed in accordance with the Construction Schedule (as defined in Section
2.2 of the respective Development Agreements) originally provided to NHP or MLD
with respect to each of such Facilities, (ii) have not been completed within
thirteen (13) months after the Execution Date of the Development Agreement
related to each of such Facilities (as required under Section 2.5 of the
respective Development Agreements), and/or (iii) that the Budgets for some or
all of the Facilities have been or will be exceeded, or have otherwise changed,
from the Budgets originally approved by NHP or MLD. The owners, names and
locations of all the Facilities, together with the original execution dates of
the related Development Agreements and the actual or newly scheduled completion
dates (hereinafter collectively referred to as the "New Completion Dates") for
all the Facilities are set forth in Exhibit "A" attached hereto and incorporated
herein for all purposes. With respect to any Facility which has not been
completed (hereinafter individually referred to as an "Incomplete Facility") as
of the Effective Date (defined below) of this Agreement, the parties hereto
hereby agree to waive any and all penalties related to Developer's failure to
complete such Facility in accordance with the original Construction Schedule for
such Facility or by the originally required Completion Date for such Facility.
The parties hereto
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hereby further agree that, notwithstanding anything in the Development
Agreements or the Leases to the contrary, (a) the term "Completion Date", for
purposes of the Master Agreement, the Development Agreements and the Leases,
shall mean the New Completion Dates set forth with respect to each Facility in
Exhibit "A" hereof (other than the Akron, Ohio Facility), (b) the term
"Construction Schedule", for purposes of any Development Agreement related to an
Incomplete Facility (other than the Akron, Ohio Facility), shall mean the
Construction Schedule set forth with respect to such Incomplete Facility in
Exhibit "B" attached hereto and incorporated herein for all purposes, and (c)
the term "Budgets", for purposes of the Master Agreement and any Development
Agreement, shall mean and refer to those certain amended and restated Budgets
for each Facility set forth in Exhibit "C" attached hereto and incorporated
herein for all purposes. In the event a Construction Notice is ever delivered by
NHP with respect to the Akron, Ohio Facility, the officers of Elder Care, NHP
and Developer shall (I) insert a New Completion Date for such Facility in
Exhibit "A" of this Amendment, (II) sign a new Construction Schedule for such
Facility, which shall be attached to Exhibit "B" of this Amendment, and (II)
sign an amended and restated Budget for such Facility, which Budget shall be
attached to Exhibit "C" of this Amendment.
6. Increases in NHP's Maximum Investment.
(a) The parties hereby acknowledge and agree that the Budgets attached
hereto as Exhibit "C" shall include amounts ("Equipment Amounts") for new
equipment, furniture, furnishings and other personal property (hereinafter
collectively referred to as the "New Equipment") purchased or to be purchased on
behalf of NHP or MLD by Developer, and then leased under the Leases to the
respective Tenants for use at the respective Facilities. The portion of the
Equipment Amounts set aside for each respective Facility shall be clearly set
forth in the Budgets attached as Exhibit "C" hereof. Applications for Payment
for the New Equipment shall be made by Developer in the manner required under
and in compliance with Paragraph 2.11(e) and the other provisions of applicable
Development Agreements. Effective as of the date of payment, any amounts paid by
NHP or MLD for New Equipment at each Facility shall be treated as a Development
Advance under the Development Agreement for such Facility, and correspondingly,
under the respective Leases (for all purposes, including, without limitation,
calculation of Minimum Rent accruing or payable thereunder) as advances under
such Development Agreements for Work and as increases in Landlord's Investment
in such Facility, regardless of whether such Facility is an Incomplete Facility
or is already operating. For purposes of the Master Agreement, the term "NHP's
Maximum Investment"
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shall be treated for all purposes as having been increased by the Equipment
Amounts. For purposes of the Development Agreements, the maximum permitted
Development Advance shall be treated for all purposes as having been increased
by that portion of the Equipment Amounts attributable to the Facility to which
such Development Agreement relates.
(b) The parties hereby acknowledge that, pursuant to the Capital
Agreements between BCC and the Tenants, BCC or a BCC Affiliate (as defined in
Apendix 1 to the Capital Agreements) has the option to purchase all the equity
ownership interests in, or assets of, each individual Tenant. The Parties hereby
agree that in connection with the purchase by BCC or a BCC Affiliate of all of
the equity ownership interests in, or assets of, a Tenant, BCC shall have the
option to require, subject to the conditions set forth below in this Paragraph
4(b), that NHP or MLD, as applicable, increase the Landlord's Investment (as
defined in the applicable Lease) in such Tenant's Lease by a lump sum (the
"Working Capital Payoff") equal to the principal amount then outstanding on the
Senior Loan made by NHP or MLD to such Tenant, together with all accrued but
unpaid interest thereon and all other amounts due and payable to NHP or MLD
under the applicable Senior Loan Documents. The Working Capital Payoff shall be
advanced by NHP or MLD to pay in full the applicable Senior Loan, and all other
amounts then due and owing in connection with such Senior Loan to NHP or MLD;
provided, however, NHP or MLD shall be under no obligation to advance such
Working Capital Payoff unless (i) no uncured Event of Default exists under the
applicable Lease or any other Leases or Transaction Documents, and (ii) BCC or a
BCC Affiliate has exercised the right to acquire all of the equity ownership
interests in, or assets of, the applicable Tenant. The Working Capital Payoff
shall be advanced by NHP or MLD on the date that BCC or a BCC Affiliate closes
the purchase of the equity ownership interests in, or all of the assets of, the
applicable Tenant. Upon advancing the Working Capital Payoff amount, all amounts
due and owing to NHP or MLD in connection with the applicable Senior Loan shall
be paid in full from such Working Capital Payoff, all obligations of the Tenant
under the applicable Senior Loan Documents shall be extinguished, and the
Landlord's Investment under the applicable Lease shall be increased (as of the
date that the Working Capital Payoff is advanced) on a dollar for dollar basis
by the amount of the Working Capital Payoff. For purposes of the Master
Agreement, the term "NHP's Maximum Investment" shall be treated for all purposes
as having been increased by the Working Capital Payoff.
7. Miscellaneous. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.
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This Amendment shall be binding upon the successors and permitted assigns of the
parties hereto (and the Affiliates of such parties, successors, and permitted
assigns). This Amendment shall be construed and enforced in accordance with the
internal laws of the State of Texas, without regard to the rules governing
choice of law. The parties hereto agree that venue for any and all lawsuits
related to this Agreement shall be in Xxxxxx County, Texas.
[FOLLOWING PAGE IS SIGNATURE PAGE]
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This Amendment is made effective as of June 30, 1999 (the "Effective
Date").
"NHP"
NATIONWIDE HEATH PROPERTIES, INC.,
a Maryland corporation
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, Vice President
"MLD"
MLD DELAWARE TRUST, a Delaware
business trust
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Trustee
"BCC"
BALANCED CARE CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Senior Vice
President and Legal Counsel
"Developer"
BCC DEVELOPMENT AND MANAGEMENT CO.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Vice
President and Secretary
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"Elder Care"
ELDER CARE OPERATORS, LLC,
a Delaware limited liability
company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
ELDER CARE OPERATORS OF YORK, LLC,
a Delaware limited liability
company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
ELDER CARE OPERATORS OF LAKEMONT
FARMS, LLC, a Delaware limited
liability company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
ELDER CARE OPERATORS OF
MURFREESBORO, LLC, a Delaware
limited liability company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
ELDER CARE OPERATORS OF BRISTOL,
LLC, a Delaware limited liability
company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
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ELDER CARE OPERATORS OF HILLIARD,
LLC, a Delaware limited liability
company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
ELDER CARE OPERATORS OF AKRON, LLC,
a Delaware limited liability
company
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Sole Member
and President
Joined herein by Xxxxx X. Xxxxxx, the sole member of Elder Care
Operators, LLC, solely for the purposes of acknowledging the changes in the
Transaction Documents set forth in this Amendment and reaffirming his
obligations under the Note Guaranties.
/s/ Xxxxx X. Xxxxxx
XXXXX X. XXXXXX, individually
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EXHIBIT "A"
TO
FIRST AMENDMENT TO FIRST SERIES MASTER INVESTMENT AGREEMENT AND
AGREEMENT REGARDING FIRST SERIES CONSTRUCTION SCHEDULES,
COMPLETION DATES, AND BUDGETS
SCHEDULE OF FACILITIES AND COMPLETION DATES
Development Actual or
Agreement Newly Scheduled
Owner Name & Location of Facility Execution Date Completion Date
----- --------------------------- -------------- ---------------
MLD Outlook Pointe at York March 27, 1998 November 24, 0000
Xxxx Xxxx Xxxx,
Xxxx Xxxxxxxx,
Xxxx Xxxxxx, Xxxxxxxxxxxx
MLD Outlook Point at Lakemont Farms March 27, 1998 March 17, 0000
Xxxxxxxxxx Xxxx,
Xxxxx Xxxxxxx Xxxxxxxx,
Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx
NHP Outlook Pointe at Murfreesboro March 27, 1998 February 23, 0000
X.X. Xxx 000, Xxxxxxxxxxxx,
Xxxxxxxxxx Xxxxxx,
Xxxxxxxxx
NHP Outlook Pointe at Bristol March 31, 1998 February 12, 0000
Xxxxxx Xxxx Xxxx, Xxxxxxx,
Xxxxxxxx Xxxxxx,
Xxxxxxxxx
16
NHP Outlook Pointe at Hilliard March 27, 1998 April 27, 0000
Xxxxxxxxxxxx Xxxx., Xxxxxxxx,
Xxxxxxxx Xxxxxx,
Xxxx
NHP Outlook Pointe at Akron March 31, 1998 (Not applicable
South Xxxxxxx Avenue, Akron, until or unless NHP
Summit County, delivers Construction
Ohio Notice)
