EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
Exhibit
10.24.9
EIGHTH
AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
THIS
EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made
and entered into as of August 8, 2007 (the “Effective Date”), by and among
HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”),
WESTMINSTER HCP, LLC, a Delaware limited liability company (“Westminster HCP”),
TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”), HCP AL OF
FLORIDA, LLC, a Delaware limited liability company (“HCP AL”), and FAEC
HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”)
(HCP, Westminster HCP, Texas HCP, HCP AL and FAEC shall be referred to
herein, collectively, as their interests may appear, as “Lessor”), on the one
hand, and each of the Persons whose signatures are affixed hereto and who
are
identified on Appendix A attached hereto and incorporated herein by this
reference (collectively, and jointly and severally, referred to herein as
“Lessee”), on the other hand, with respect to the following:
RECITALS
A. Lessor,
as “Lessor,” and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port
Orange Inc., Prince Xxxxxxx Inc., Xxxxxxxx LLC, Xxxxxxxx LLC, Westminster
Inc.,
Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Xxxxxx
LLC,
Lakeland LLC, St. Augustine LLC, Ocala East LLC, Venice LLC, Lakeland Hills
LP,
Xxxxxx XX, Chestnut Hill LLC, Summerville 9, Carrollwood LLC, Gainesville
LLC, Fox Run LLC, Wekiwa Springs LLC, Oak Park LLC, Lookout Pointe LLC, Oak
Ridge LLC and Oveido LLC (each as described on Appendix A attached
hereto) (collectively, and jointly and severally, “Lessee”), as “Lessee”, are
parties to that certain Amended and Restated Master Lease dated as of April
20,
2005 (the “Original Master Lease”), as amended by that certain First Amendment
to Amended and Restated Master Lease dated as of September 1, 2005 (the
“First Amendment”), that certain Second Amendment to Amended and Restated Master
Lease dated as of December 22, 2005 (the “Second Amendment”), that certain
Third Amendment to Amended and Restated Master Lease dated as of January
31,
2006 (the “Third Amendment”), that certain Fourth to Amended and Restated Master
Lease and Consolidation and Restatement of Xxxxxxx Lake Facility Master Lease
dated May 31, 2006 (the “Fourth Amendment”), that certain Fifth Amendment
to Amended and Restated Master Lease dated June 1, 2006 (the “Fifth
Amendment”), that certain Sixth Amendment to Amended and Restated Master Lease
dated August 1, 2006 (the “Sixth Amendment”) and that certain Seventh
Amendment to Amended and Restated Master Lease (the “Seventh Amendment,” and
together with the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, Fifth Amendment and Sixth Amendment, the “Amendments”), covering the
Leased Property of thirty-one (31) mixed skilled nursing and assisted living
care Facilities located in California, Connecticut, Florida, Maryland, New
Jersey, Ohio, Tennessee, Texas and Virginia, all as more particularly described
therein. The Original Master Lease, as amended by the Amendments,
shall hereinafter be referred to collectively as the “Master
Lease.” All capitalized terms used in this Amendment and not
otherwise defined or modified herein shall have the meanings assigned to
such
terms in the Master Lease.
B. Pursuant
to the terms of that certain Guaranty of Obligations dated as of April 20,
2005
(as the same has been or may hereafter be amended or reaffirmed from time
to
time in writing, the “Guaranty”), made by Summerville Senior Living, Inc., a
Delaware corporation (“Guarantor”) in favor of Lessor, Guarantor guaranteed the
obligations of Lessee under the Master Lease, all as more particularly described
therein.
1
C. Lessee
desires to construct a Capital Addition to the Chestnut Hill Facility, and
have
Lessor fund certain costs associated therewith.
X. Xxxxxx
is willing to consent and agree to the matters set forth in Recital C above,
and
to amend the Lease accordingly, but only upon the terms and conditions set
forth
herein.
AMENDMENT
NOW
THEREFORE, in consideration of the foregoing Recitals and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Lessor and Lessee hereby agree as follows:
1. Modifications
to Terms of the
Master Lease. Effective
as of the Effective Date, the
Master Lease
shall be amended and supplemented in
the following particulars:
(a) New
Definitions. Except as otherwise
expressly provided or
unless the context otherwise requires, for all purposes of the Master Lease,
as
hereby amended, the terms defined in this Section 1(a)
shall have the meanings assigned to
them as provided below
and
shall be added to Article II of the Original Master Lease (as amended by
the
Amendments) to read, in their entireties, as follows:
“Chestnut
Hill Facility Capital Addition Project: The ‘Capital Addition
Project’ as defined in the Chestnut Hill Facility Work Letter.”
“Chestnut
Hill Facility Capital Addition Project Completion Date: The
‘Completion Date’ as defined in the Chestnut Hill Facility Work
Letter.”
“Chestnut
Hill Facility Capital Addition Project Costs: The ‘Capital
Addition Project Costs’ as defined in the Chestnut Hill Facility Work
Letter.”
“Chestnut
Hill Facility Capital Addition Project Lease Rate: On and as of
the Chestnut Hill Facility Capital Addition Project Rent Reset Date, the
greater
of (i) 8.86% or (ii) the then ten-year U.S. Treasury Note rate published
in the
Wall Street Journal five (5) Business Days prior to the Chestnut Hill
Facility Capital Addition Project Rent Reset Date and quoting the rate as
of the
immediately prior Business Day, plus 4.25%.”
“Chestnut
Hill Facility Capital Addition Project Rent Reset Date: The
earliest of (i) the Chestnut Hill Completion Date, or (ii) the Chestnut Hill
Capital Addition Project Outside Completion Date, irrespective of whether
the
Chestnut Hill Facility Capital Addition Project has been commenced or
completed.”
2
“Chestnut
Hill Facility Outside Completion Date: The ‘Outside Completion
Date’ as defined in the Chestnut Hill Facility Work Letter.”
“Chestnut
Hill Facility Work Letter: The Capital Addition Project Work
Letter (Chestnut Hill Facility) of even date herewith by and between Lessor
and
Lessee, and attached hereto as Appendix B and incorporated herein by this
reference.”
(b) Supplemented
Definitions. The following definitions
appearing in Article II of the Original Master Lease (as amended and
supplemented by the Amendments) shall be supplemented as
follows.
“Capital
Additions: Notwithstanding
anything to
the contrary in the Master Lease,
the Chestnut Hill Facility Capital
Addition Project shall at all times be deemed a Capital Addition for purposes
of
the Master Lease,
as hereby
amended.”
“Capital
Addition Costs: Notwithstanding anything to the contrary in the
Master Lease, all Chestnut Hill Facility Capital Addition Project Costs paid,
funded or accrued by Lessor under the Chestnut Hill Facility Work Letter
shall
be at all times deemed Capital Addition Costs paid, funded or accrued by
Lessor
under the Master Lease, including for purposes of calculating the Chestnut
Hill
Facility Purchase Price and the Chestnut Hill Facility Put Event
Price.”
(c) Chestnut
Hill Allocated Minimum
Rent. In
addition to further increases provided for in Section 4(f) of the Third
Amendment, the following shall apply:
(i) Effective
as of the Chestnut Hill
Facility Capital Addition Project Rent Reset Date, the then monthly Allocated
Minimum Rent with respect to the Chestnut Hill Facility shall be increased
by an
amount equal to One-Twelfth (1/12th)
of the product of (i) the Chestnut
Hill Facility Capital Addition Project Costs paid, funded or accrued by Lessor
under the Chestnut Hill Facility Work Letter times
(ii) the Chestnut Hill Facility Capital
Project Lease Rate then in effect.
(ii) Such
monthly Allocated Minimum Rent with
respect to the Chestnut Hill Facility shall also be increased from time to
time
on the date of any payment, funding or accrual of any Chestnut Hill Facility
Capital Addition Project Costs pursuant to the Chestnut Hill Facility Work
Letter following the Chestnut Hill Facility Capital Addition Rent Reset Date
by
One-Twelfth (1/12) of the product of (A) the amount of particular payment,
funding, or accrual by Lessor, times (B) Chestnut Hill Facility Capital Project
Lease Rate. The increase in monthly Allocated Minimum Rent with
respect to the Chestnut Hill Facility pursuant to clause (i) or this clause
(ii)
shall be prorated based upon the number of days for which the different rental
amounts apply.
(iii) The
increase(s) in monthly Allocated
Minimum Rent with respect the Chestnut Hill Facility payable for the month(s)
during which any increase(s) is applicable pursuant to clause (i) or (ii)
above
shall be prorated based upon the number of days for which the different rental
amount applies.
3
(iv) The
increase(s) in monthly Allocated
Minimum Rent with respect to the Chestnut Hill Facility pursuant to clause
(i)
or (ii) above shall be in addition to the increase(s) provided for in Section
4(f) of the Third Amendment for such Facility. Accordingly, for
purposes of determining any future increases in Allocated Minimum Rent with
respect to the Chestnut Hill Facility upon the expiration of each Lease Year
applicable to such Facility as provided for in such Section 4(f) of the Third
Amendment, such future increases shall take into account the then Allocated
Minimum Rent payable with respect to the Chestnut Hills Facility (i.e., as
the
same may have been increased as provided for in clauses (i) and (ii)
above).
(d) Chestnut
Hill Facility
Work
Letter. Appendix
B attached hereto
is hereby appended to
and shall become part of the Master Lease,
as hereby amended.
2. Chestnut
Hill Facility Capital
Addition
Project. Notwithstanding
anything
to the contrary in Section 10.1 of the
Original
Master Lease, Lessor has agreed
to fund the
construction of the Chestnut Hill
Facility Capital Addition Project in
accordance with and pursuant to the
terms of the Master Lease,
as hereby amended, and the
Chestnut Hill
Facility Work Letter. Lessee
hereby covenants, agrees, and is obligated to commence, complete and perform
timely all obligations of Lessee with respect to the Chestnut Hill
Facility Capital Addition Project as
set forth in and in accordance with
the terms of the Chestnut
Hill Facility Work
Letter.
3. Reimbursement
of Transaction Costs
and Expenses. Lessor’s costs and
expenses, including legal fees and expenses, incurred in connection with
the
review, preparation, negotiation and documentation of this Amendment
and the Chestnut Hill
Facility Work Letter and review of diligence in connection with the Chestnut
Hill Facility Capital Addition Project are and shall be reimbursed
to Lessor by
Lessee. As of the date hereof, Lessor estimates such costs and fees
to be $7,000,
which amount shall be paid to Lessor
concurrently with Lessee’s execution and delivery of this
Amendment. In the event that the actual costs and fees exceed such
amount, such excess shall be paid to Lessor by Lessee within ten (10) days
after
Lessor’s delivery to Lessee of Lessor’s invoice therefore. Such
reimbursement shall be deemed Rent under the Master Lease,
as hereby amended. In the
event that such estimate exceeds the actual costs and fees of Lessor, Lessor
shall return such excess to Lessee.
4. Representations
and Warranties of
Lessee. As
of the Effective Date hereof, each
Lessee represents and warrants to the Lessor as follows:
(a) Lessee
is duly organized and validly
existing under the laws of its state of organization/formation, is qualified
to
do business and in good standing in the State and has full power, authority
and
legal right to execute and deliver this Amendment and to perform and observe
the
provisions of this Amendment to be observed and/or performed by
Lessee.
(b) This
Amendment has been duly authorized,
executed and delivered by Lessee, and constitutes and will constitute the
valid
and binding obligations of Lessee enforceable against Lessee in accordance
with
its terms, except as such enforceability may be limited by creditors rights,
laws and general principles of equity.
4
(c) Lessee
is solvent, has timely and
accurately filed all tax returns required to be filed by Lessee, and is not
in
default in the payment of any taxes levied or assessed against Lessee or
any of
its assets, or subject to any judgment, order, decree, rule or regulation
of any
governmental authority which would, in each case or in the aggregate, adversely
affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the
Leased Property.
(d) No
consent, approval or other
authorization of, or registration, declaration or filing with, any governmental
authority is required for the due execution and delivery of this Amendment,
or
for the performance by or the validity or enforceability of this Amendment
against Lessee.
(e) The execution
and delivery of
this Amendment and compliance with the provisions hereof will not result
in (i)
a breach or violation of (A) any Legal Requirement applicable to Lessee or
any
Facility now in effect; (B) the organizational or charter documents of such
party; (C) any judgment, order or decree of any governmental authority binding
upon Lessee; or (D) any agreement or instrument to which Lessee is a
counterparty or by which it is bound; or (ii) the acceleration of any obligation
of Lessee.
5. Financing
Statement
Amendments. Lessee hereby authorizes
Lessor to file such financing statement amendments and other documents as
may be
necessary or desirable to perfect or continue the perfection of Lessor’s
security interest in the Collateral.
6. Joinder
by FAEC. Pursuant to Section
3 of
the Seventh Amendment, HCP
elected to consummate the purchase of
the Leased Property of each Group 10 Facility through an Exchange (as defined
in
the Seventh Amendment) and FAEC took title to the Leased Property of each
Group
10 Facility and leased the Leased Property of each Group 10 Facility to
HCP
pursuant to one or more Exchange
Lease(s) (as defined in the Seventh Amendment). Upon the completion
of the Exchange (the “Exchange Completion Date”), HCP
elected to acquire the equity interests
in FAEC, terminate the Exchange Lease(s) and cause FAEC to join as “Lessor”
under the Master Lease, for purposes of continuing the lease of the Leased
Property of each Group 10 Facility, pursuant to the terms of the Master
Lease. Pursuant to Section 3 of the Seventh
Amendment,
Lessee hereby acknowledges
and agrees that, from and after the Exchange Completion Date, it has and
shall
continue to attorn to and recognize FAEC as a “Lessor” (as its interests may
appear) under the Master Lease,
as hereby amended. FAEC
acknowledges and agrees that, from and after the Exchange Completion Date,
it
has joined as a “Lessor” under the Master Lease,
as its interests may appear, for
purposes of leasing the Leased Property of each Group 10 Facility, to Lessee
pursuant to the terms and conditions of the Master Lease,
as hereby amended.
7. Reaffirmation
of Master Lease
and Treatment
Thereof. Lessor
and Lessee hereby
acknowledge, agree and reaffirm that (a) except as otherwise expressly provided
in the Master Lease, as hereby amended, the Master Lease, as hereby amended,
is
and the parties intend the same for all purposes to be treated as a single,
integrated and indivisible agreement, and (b) the Master Lease, as hereby
amended, shall be treated as an operating lease for all purposes and not
as a
synthetic lease, financing lease or loan, and the Lessor shall be entitled
to
all of the benefits of ownership of the Leased Property, including depreciation
for all federal, state and land tax purposes.
5
8. Full
Force and Effect; Counterparts; Facsimile Signatures. Except as
hereby amended, the Master Lease shall remain in full force and
effect. This Amendment may be executed in any number of counterparts,
all of which shall constitute one and the same instrument. Telecopied
signatures may be used in place of original signatures on this Amendment,
and
Lessor and Lessee both intend to be bound by the signatures of the telecopied
document.
9. Entire
Agreement. The Master Lease,
as
hereby amended, constitutes the entire
agreement of
the parties with respect to the subject matter hereof, and may not be changed
or
modified except by an agreement in writing signed by the
parties.
[Signatures
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6
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year first written above.
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LESSOR:
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HEALTH
CARE PROPERTY INVESTORS, INC., a Maryland corporation
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By:
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/s/
Xxxxxx X. Xxxxx
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Its:
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SVP
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WITNESSES
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/s/
Xxxx Xxxxx
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(signature)
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Name:
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Xxxx
Xxxxx
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(print)
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/s/
Xxxxx Xxxxxxx
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(signature)
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Name:
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Xxxxx
Xxxxxxx
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(print)
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WESTMINSTER
HCP, LLC, a Delaware limited liability company
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By:
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HCPI/Tennessee,
LLC, a Delaware
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limited
liability company,
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its
Sole Member
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By:
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Health
Care Property Investors,
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Inc.,
a Maryland corporation,
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its
Managing Member
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By:
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/s/
Xxxxxx X. Xxxxx
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| Its: |
SVP
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WITNESSES
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/s/
Xxxx Xxxxx
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(signature)
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Name:
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Xxxx
Xxxxx
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(print)
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/s/
Xxxxx Xxxxxxx
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(signature)
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Name:
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Xxxxx
Xxxxxxx
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(print)
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S-1
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LESSOR
(Continued):
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TEXAS
HCP HOLDING, L.P., a Delaware limited partnership
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By:
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Texas HCP G.P., Inc., a Delaware corporation | ||
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By:
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/s/
Xxxxxx X. Xxxxx
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Its:
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SVP
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WITNESSES
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/s/
Xxxx Xxxxx
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(signature)
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Name:
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Xxxx
Xxxxx
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(print)
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/s/
Xxxxx Xxxxxxx
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(signature)
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Name:
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Xxxxx
Xxxxxxx
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(print)
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HCP
AL OF FLORIDA, LLC, a Delaware limited liability company
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By:
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Health
Care Property Investors, Inc., a Maryland corporation, its Managing
Member
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By:
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/s/
Xxxxxx X. Xxxxx
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Its:
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SVP
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| WITNESSES | |||
| /s/ Xxxx Xxxxx | |||
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(signature)
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| Name: |
Xxxx
Xxxxx
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(print)
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| /s/ Xxxxx Xxxxxxx | |||
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(signature)
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| Name: |
Xxxxx
Xxxxxxx
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(print)
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S-2
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LESSOR
(Continued):
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FAEC
HOLDINGS (EP), LLC, a Delaware limited liability company
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By:
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Health
Care Property Investors, Inc., a Maryland corporation, its Managing
Member
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By:
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/s/
Xxxxxx X. Xxxxx
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Its:
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SVP
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WITNESSES
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/s/
Xxxx Xxxxx
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(signature)
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Name:
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Xxxx
Xxxxx
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(print)
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/s/
Xxxxx Xxxxxxx
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(signature)
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Name:
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Xxxxx
Xxxxxxx
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(print)
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[Signatures
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S-3
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LESSEE:
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LH ASSISTED LIVING, LLC, | ||
| a Delaware limited liability company | |||
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By:
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/s/
Xxxxxxx Xxxxxx
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| Xxxxxxx Xxxxxx, Xx. VP - Administration | |||
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WITNESSES
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| /s/ Marrji Xxxxxx | |||
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(signature)
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| Name: |
Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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SUMMERVILLE
AT COBBCO, INC.,
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a
California corporation
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By:
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/s/
Xxxxxxx Xxxxxx
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| Xxxxxxx Xxxxxx, Xx. VP - Administration | |||
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WITNESSES
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/s/
Marrji Xxxxxx
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(signature)
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Name:
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Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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S-4
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LESSEE
(Continued):
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SUMMERVILLE
AT HILLSBOROUGH, L.L.C., a New Jersey limited liability
company
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By:
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/s/
Xxxxxxx Xxxxxx
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| Xxxxxxx Xxxxxx, Xx. VP - Administration | |||
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WITNESSES | ||
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/s/
Marrji Xxxxxx
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(signature)
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Name:
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Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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SUMMERVILLE
AT OCOEE, INC.,
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a
Delaware corporation
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By:
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx, Xx. VP - Administration
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WITNESSES
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/s/
Marrji Xxxxxx
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(signature)
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Name:
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Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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S-5
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LESSEE
(Continued):
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SUMMERVILLE
AT PORT ORANGE, INC., a Delaware corporation
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By:
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx, Xx. VP - Administration
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WITNESSES
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/s/
Marrji Xxxxxx
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(signature)
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Name:
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Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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SUMMERVILLE
AT PRINCE XXXXXXX, INC., a Delaware corporation
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By:
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx, Xx. VP - Administration
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WITNESSES
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/s/
Marrji Xxxxxx
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(signature)
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Name:
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Marrji
Xxxxxx
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(print)
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/s/
Xxxxx Xxx
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(signature)
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Name:
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Xxxxx
Xxx
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(print)
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S-6
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LESSEE
(Continued):
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SUMMERVILLE
AT XXXXXXXX, L.L.C.,
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a
New Jersey limited liability company
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By:
|
/s/
Xxxxxxx Xxxxxx
|
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Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
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WITNESSES
|
|||
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/s/
Marrji Xxxxxx
|
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(signature)
|
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Name:
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Marrji
Xxxxxx
|
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(print)
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/s/
Xxxxx Xxx
|
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(signature)
|
|||
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Name:
|
Xxxxx
Xxx
|
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(print)
|
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SUMMERVILLE
AT XXXXXXXX, L.L.C.,
|
|||
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a
New Jersey limited liability company
|
|||
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By:
|
/s/
Xxxxxxx Xxxxxx
|
||
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Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
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WITNESSES
|
|||
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/s/
Marrji Xxxxxx
|
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(signature)
|
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Name:
|
Marrji
Xxxxxx
|
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(print)
|
|||
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/s/
Xxxxx Xxx
|
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(signature)
|
|||
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Name:
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Xxxxx
Xxx
|
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(print)
|
|||
S-7
|
LESSEE
(Continued):
|
SUMMERVILLE
AT WESTMINSTER, INC., a Maryland corporation
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT PINELLAS PARK, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
| WITNESSES | |||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
| Name: |
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
| Name: |
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-8
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA WEST, LLC, a Delaware limited liability company
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
| SUMMERVILLE AT CY-FAIR ASSOCIATES, L.P., a Delaware limited partnership | ||||
|
By:
|
Summerville
at CY-Fair, LLC, a Delaware limited liability company, Its General
Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
||||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-9
|
LESSEE
(Continued):
|
SUMMERVILLE
AT FRIENDSWOOD ASSOCIATES, L.P., a Delaware limited
partnership
|
||
|
By:
|
Summerville
at Friendswood, LLC, a Delaware limited liability company, Its
General
Partner
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT NEW PORT XXXXXX, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-10
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND, LLC, a Delaware limited liability company
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT ST. AUGUSTINE LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-11
|
LESSEE
(Continued):
|
|||
|
SUMMERVILLE
AT OCALA EAST, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT VENICE, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-12
|
LESSEE
(Continued):
|
||||
|
SUMMERVILLE
AT LAKELAND HILLS ASSOCIATES, L.P., a Delaware limited
partnership
|
||||
|
By:
|
Summerville
at Lakeland Hills, LLC, a Delaware limited liability company, Its
General
Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
||||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT IRVING ASSOCIATES, L.P., a Delaware limited partnership
|
||||
|
By:
|
Summerville at Irving, LLC, a Delaware limited liability company, Its General Partner | |||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|||
| Xxxxxxx Xxxxxx, Xx. VP – Administration | ||||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-13
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CHESTNUT HILL, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/ Xxxxxxx Xxxxxx | |||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
||||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
9, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-14
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CARROLLWOOD, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/ Xxxxxxx Xxxxxx | |||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
||||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT GAINESVILLE, LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-15
|
LESSEE
(Continued):
|
SUMMERVILLE
AT FOX RUN, LLC, a Delaware limited liability company
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT WEKIWA SPRINGS LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-16
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OAK PARK LLC, a Delaware limited liability company
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
|
THE
TERRACE AT LOOKOUT POINTE LLC, a Delaware limited liability
company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-17
|
LESSEE
(Continued):
|
THE
ESTATES OF OAK RIDGE LLC, a Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx Xxxxxx | ||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji Xxxxxx | ||
|
|
(print)
|
||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx Xxx | ||
|
|
(print)
|
||
|
SUMMERVILLE
AT OVIEDO LLC, a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, Xx. VP - Administration
|
|||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
S-18
CONSENT,
REAFFIRMATION AND 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
(A) its
obligations under the Guaranty shall extend to Lessee’s duties, covenants and
obligations pursuant to the Master Lease, as hereby amended, and (B) the
Guaranty as hereby reaffirmed and extended shall be for the benefit of each
party comprising Lessor under the Master Lease, as hereby amended.
|
SUMMERVILLE
SENIOR LIVING,
|
|||
|
INC.,
a Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
| Xxxxxxx Xxxxxx, Xx. VP - Administration | |||
|
WITNESSES
|
|||
|
/s/
Marrji Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Marrji
Xxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxx Xxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxx
|
||
|
(print)
|
|||
APPENDIX
A
LESSEES
|
1.
|
LH
ASSISTED LIVING, LLC, a
Delaware
limited liability company (“LHAL
LLC”)
|
|
2.
|
SUMMERVILLE
AT COBBCO, INC., a
California
corporation (“Cobbco
Inc.”)
|
|
3.
|
SUMMERVILLE
AT HILLSBOROUGH,
L.L.C., a New
Jersey limited
liability company (“Hillsborough
LLC”)
|
|
4.
|
SUMMERVILLE
AT OCOEE, INC., a
Delaware
corporation (“Ocoee
Inc.”)
|
|
5.
|
SUMMERVILLE
AT PORT
ORANGE, INC., a Delaware
corporation (“Port Orange
Inc.”)
|
|
6.
|
SUMMERVILLE
AT PRINCE XXXXXXX,
INC., a Delaware
corporation (“Prince Xxxxxxx
Inc.”)
|
|
7.
|
SUMMERVILLE
AT XXXXXXXX, L.L.C., a
New
Jersey limited
liability company (“Xxxxxxxx
LLC”)
|
|
8.
|
SUMMERVILLE
AT VOORHEES, L.L.C., a
New
Jersey limited
liability company (“Voorhees
LLC”)
|
|
9.
|
SUMMERVILLE
AT WESTMINSTER, INC.,
a Maryland
corporation (“Westminster
Inc.”)
|
|
10.
|
SUMMERVILLE
AT PINELLAS PARK, LLC,
a Delaware limited
liability
company (“Pinellas
LLC”)
|
|
11.
|
SUMMERVILLE
AT OCALA WEST, LLC, a
Delaware limited
liability
company (“Ocala West
LLC”)
|
|
12.
|
SUMMERVILLE
AT CY-FAIR
ASSOCIATES, L.P.,
a Delaware limited
partnership (“Cy-Fair
LP”)
|
|
13.
|
SUMMERVILLE
AT FRIENDSWOOD
ASSOCIATES,
L.P.,
a Delaware limited
partnership (“Friendswood
LP”)
|
|
14.
|
SUMMERVILLE
AT NEW PORT
XXXXXX, LLC, a Delaware limited
liability
company (“New Port
Xxxxxx LLC”)
|
|
15.
|
SUMMERVILLE
AT LAKELAND, LLC, a
Delaware limited
liability
company (“Lakeland
LLC”)
|
|
16.
|
SUMMERVILLE
AT ST. AUGUSTINE LLC,
a Delaware limited
liability
company (“St. Augustine
LLC”)
|
A-1
|
17.
|
SUMMERVILLE
AT OCALA EAST, LLC, a
Delaware limited
liability
company (“Ocala East
LLC”)
|
|
18.
|
SUMMERVILLE
AT VENICE, LLC, a
Delaware limited
liability
company (“Venice LLC”)
|
|
19.
|
SUMMERVILLE
AT LAKELAND
HILLS ASSOCIATES, L.P.,
a Delaware
limited partnership (“Lakeland
Hills LP”)
|
|
20.
|
SUMMERVILLE
AT IRVING ASSOCIATES,
L.P.,
a Delaware
limited partnership (“Xxxxxx
XX”)
|
|
21.
|
SUMMERVILLE
AT CHESTNUT
HILL, LLC, a Delaware
limited liability
company (“Chestnut
Hill LLC”)
|
|
22.
|
SUMMERVILLE
9, LLC, a Delaware
limited liability company
(“Summerville 9”)
|
|
23.
|
SUMMERVILLE
AT CARROLLWOOD, LLC, a
Delaware
limited liability
company (“Carrollwood
LLC”)
|
|
24.
|
SUMMERVILLE
AT GAINESVILLE, LLC, a
Delaware
limited liability
company (“Gainesville
LLC”)
|
|
25.
|
SUMMERVILLE
AT FOX RUN,
LLC, a Delaware
limited liability company (“Fox
Run LLC”)
|
|
26.
|
SUMMERVILLE
AT WEKIWA SPRINGS LLC,
a Delaware
limited liability company
(“Wekiwa Springs LLC”)
|
|
27.
|
SUMMERVILLE
AT OAK PARK LLC, a
Delaware
limited liability company (“Oak
Park LLC”)
|
|
28.
|
THE
TERRACE AT LOOKOUT POINTE LLC,
a Delaware
limited liability company
(“Lookout Pointe LLC”)
|
|
29.
|
THE
ESTATES OF OAK RIDGE
LLC, a Delaware
limited liability company (“Oak
Ridge LLC”)
|
|
30.
|
SUMMERVILLE
AT OVIEDO LLC, a
Delaware
limited liability company
(“Oviedo LLC”)
|
A-2
