EXHIBIT 10.41.7
SIXTH AMENDMENT TO AMENDED AND RESTATED
MASTER LEASE AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
("Sixth Amendment") is dated effective as of June 30, 2004 (the "Sixth
Amendment Effective Date") by and among HEALTH CARE REIT, INC., a corporation
organized under the laws of the State of Delaware ("HCRI" and a "Landlord"),
HCRI INDIANA PROPERTIES, LLC, a limited liability company organized under the
laws of the State of Indiana ("HCRI-IN" and a "Landlord"), HCRI NORTH CAROLINA
PROPERTIES III, LIMITED PARTNERSHIP, a limited partnership organized under the
laws of the State of North Carolina ("HCRI-NC" and a "Landlord"), HCRI TENNESSEE
PROPERTIES, INC., a corporation organized under the laws of the State of
Delaware ("HCRI-TN" and a "Landlord"), HCRI TEXAS PROPERTIES, LTD., a limited
partnership organized under the laws of the State of Texas ("HCRI-TX" and a
"Landlord"), and HCRI WISCONSIN PROPERTIES, LLC, a limited liability company
organized under the laws of the State of Wisconsin ("HCRI-WI" and a "Landlord"),
each Landlord having its principal office located at Xxx XxxXxxx, Xxxxx 0000,
X.X. Xxx 0000, Xxxxxx, Xxxx 00000-0000, and ALTERRA HEALTHCARE CORPORATION, a
corporation organized under the laws of the State of Delaware ("Tenant"), having
its chief executive office located at 00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000.
R E C I T A L S
A. Landlord and Tenant entered into an Amended and Restated Master
Lease Agreement dated effective as of July 1, 2001 ("Master Lease"), as amended
pursuant to a certain First Amendment to Amended and Restated Master Lease
Agreement dated as of July 16, 2001 ("First Amendment"), as further amended
pursuant to a certain Second Amendment to Amended and Restated Master Lease
Agreement dated as of December 21, 2001 ("Second Amendment"), as further amended
pursuant to a certain Third Amendment to Amended and Restated Master Lease
Agreement dated as of March 19, 2002 ("Third Amendment") as amended pursuant to
a certain Fourth Amendment to Amended and Restated Master Lease Agreement dated
as of December 27, 2002 ("Fourth Amendment") and as further amended pursuant to
a certain Fifth Amendment to Amended and Restated Master Lease Agreement dated
as of December 3, 2003 ("Fifth Amendment") (the Master Lease together with the
First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment and Sixth Amendment hereinafter referred to as "Lease").
B. HCRI North Carolina Properties, LLC, a landlord under the Master
Lease, has transferred those Facilities together with the real property located
in the State of North Carolina to HCRI-NC and HCRI-NC is now a Landlord under
the Lease.
C. Landlord and Tenant desire to further amend the Lease to amend
certain provisions thereof and as otherwise set forth herein.
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 parties hereto agree as follows.
1. Capitalized Terms. Any capitalized terms not defined in this
Sixth Amendment shall have the meaning set forth in the Lease.
2. Definitions. The following definition of Payment Date is
hereby added to Section 1.4 of the Lease:
"Payment Date" means the date on which Landlord makes a Lease
Advance.
3. Definitions. The following definition of Rent Schedule is
hereby added to Section 1.4 of the Lease:
"Rent Schedule" means the schedule issued by Landlord to Tenant
showing the Base Rent to be paid by Tenant pursuant to the terms of this Lease,
as such schedule is amended from time to time by Landlord in accordance with the
terms of this Lease.
4. Base Rent Adjustment. The Lease is hereby amended by adding
the following Section 2.1.1 to the Lease:
Section 2.1.1 Base Rent Adjustment. If Landlord makes a Lease
Advance after the Sixth Amendment Effective Date, the Base
Rent will be increased effective on the Payment Date based
upon the applicable Lease Rate in effect on the Payment Date.
Until Tenant receives a revised Rent Schedule from Landlord,
Tenant shall for each month [i] continue to make installments
of Base Rent according to the payment schedule existing on the
Sixth Amendment Effective Date or according to the Rent
Schedule in effect on the day before the Payment Date; and
[ii] within 10 days following Landlord's issuance of an
invoice, pay the difference between the installment of Base
Rent that Tenant paid to Landlord for such month and the
installment of Base Rent actually due to Landlord for such
month as a result of the Lease Advance. On the first day of
the month following receipt of the revised Rent Schedule,
Tenant shall pay the monthly installment of Base Rent
specified in the revised Rent Schedule.
5. Manlius Earnout Disbursement. Section 2.9 of the Lease is
hereby amended by adding the following sentence at the end of the existing
Section 2.9:
The parties have agreed that Landlord's obligation to disburse
the Manlius Earnout Amount will be tied to Tenant's capital
expenditures for facilities subject to this Lease. As a
result, in addition to any other requirements set forth in
this section, Landlord's obligation to so disburse is subject
to (i) Landlord's reasonable approval in writing of the scope
of work and budget, construction and disbursement schedules,
and contractor and construction agreements (if applicable),
and (ii) Landlord's receipt of written documentation that
$500,000.00 of capital improvements as set forth on the
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Project Budget, as hereinafter defined, have been completed
and installed at a Facility, but Landlord shall not be
obligated to disburse more than the Manlius Earnout Amount and
not until at least eight Business Days following receipt of
all documentation required for such disbursement. In the event
the above conditions are not satisfied within one year after
the Sixth Amendment Effective Date, Landlord's obligation to
disburse the Manlius Earnout will terminate. As of the Sixth
Amended Effective Date, the budget for capital expenditures
("Project Budget") is set forth on Schedule 2, attached
hereto.
Notwithstanding the obligation of Tenant in clause [b] above
to provide Landlord with an amendment to the Letter of Credit,
Tenant shall not be obligated to provide such amendment to the
Letter of Credit as a condition to Landlord's obligation to
disburse the Manlius Earnout Amount, but Tenant shall be
obligated to provide such amendment to the Letter of Credit in
accordance with the terms of a certain Agreement Regarding
Letter of Credit (Sixth Amendment).
6. Affirmation. Except as specifically modified by this Sixth
Amendment, the terms and provisions of the Lease are hereby affirmed and shall
remain in full force and effect.
7. Binding Effect. This Sixth Amendment will be binding upon and
inure to the benefit of the successors and permitted assigns of Landlord and
Tenant.
8. Further Modification. The Lease may be further modified only
by writing signed by Landlord and Tenant.
9. Counterparts. This Sixth Amendment may be executed in multiple
counterparts, each of which shall be deemed an original hereof, but all of which
will constitute one and the same document.
10. Subtenant. Manlius Clare Bridge Operator, Inc. is signing this
Sixth Amendment for the sole purpose of consenting to the terms and conditions
set forth herein.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Sixth
Amendment as of the date first set forth above.
Signed and acknowledged in the presence of: HEALTH CARE REIT, INC.
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ____________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________ Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name Xxxx X. Xxxxx
___________________________________
Signed and acknowledged in the presence of: HCRI INDIANA PROPERTIES, LLC
By: Health Care REIT, Inc.,
Member
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________ Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name Xxxx X. Xxxxx
___________________________________
Signed and acknowledged in the presence of: HCRI NORTH CAROLINA PROPERTIES
III, LIMITED PARTNERSHIP
By: HCRI North Carolina
Properties II, Inc., its
General Partner
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________ Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name Xxxx X. Xxxxx
___________________________________
Signed and acknowledged in the presence of: HCRI TENNESSEE PROPERTIES, INC.
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ____________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________ Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name /s/ Xxxx X. Xxxxx
___________________________________
S-1
Signed and acknowledged in the presence of: HCRI TEXAS PROPERTIES, LTD.
By: Health Care REIT, Inc.,
General Partner
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________
Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name Xxxx X. Xxxxx
___________________________________
Signed and acknowledged in the presence of: HCRI WISCONSIN PROPERTIES, LLC
By: Health Care REIT, Inc.,
Member
Signature /s/ Xxxxxx Xxxxx-Xxx By: /s/ Xxxx X. Xxxxx
___________________________________ ________________________
Print Name Xxxxxx Xxxxx-Xxx
__________________________________
Title: VP & Corp. Secretary
_____________________
Signature /s/ Xxxx X. Xxxxx
____________________________________
Print Name Xxxx X. Xxxxx
___________________________________
Signed and acknowledged in the presence of: ALTERRA HEALTHCARE CORPORATION
Signature /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
___________________________________ ____________________________
Print Name Xxx Xxxxxxx
__________________________________
Title: VP & CFO
____________________
Signature /s/ Xxxxxx Saver
____________________________________
Print Name Xxxxxx Saver Tax I.D. No.: 00-0000000
___________________________________ __________________
Signed and acknowledged in the presence of: MANLIUS CLARE BRIDGE OPERATOR,
INC.
Signature /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx
___________________________________ ____________________________
Print Name Xxxx Xxxxx
__________________________________
Title: President
_______________________
Signature /s/ Xxx Xxxxx
____________________________________
Print Name Xxx Xxxxx Tax I.D. No.: 00-0000000
___________________________________ __________________
S-2
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
___
June 2004 by Xxxx X. Xxxxx the VP & Corp. Secretary
_______________, _________________________, _________________________
of Health Care REIT, Inc., a Delaware corporation, on
_________________________
behalf of the corporation.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08 [SEAL]
_______________________
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
___
June 2004 by Xxxxxx Xxxxx-Xxx the VP & Corp. Secretary
_______________, _________________________, ________________________
of Health Care REIT, Inc., a Delaware corporation and
_________________________
the sole member of HCRI Indiana Properties, LLC, a limited liability company
organized under the laws of the State of Indiana on behalf of the limited
liability company.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08 [SEAL]
_______________________
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
___
June 2004 by Xxxx X. Xxxxx the VP & Corp. Secretary
_______________, _________________________, ________________________
HCRI North Carolina Properties II, Inc., a North
_________________________
Carolina corporation, the General Partner of HCRI North Carolina Properties III,
Limited Partnership, on behalf of the partnership.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08 [SEAL]
_______________________
S-3
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
___
June Xxxx X. Xxxxx VP & Corp. Secretary
_______________, 2004 by _________________________, the_________________________
_________________________ of HCRI Tennessee Properties, Inc., a corporation
organized under the laws of the State of Delaware on behalf of the corporation.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08
_______________________ [SEAL]
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
June Xxxx X. Xxxxx VP & Corp. Secretary
_______________, 2004 by _________________________, the ________________________
_________________________ of Health Care REIT, Inc., a Delaware corporation and
the general partner of HCRI Texas Properties, Ltd., a limited liability
partnership organized under the laws of the State of Texas on behalf of the
limited partnership.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08
_______________________ [SEAL]
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30 day of
June Xxxx X. Xxxxx VP & Corp. Secretary
_______________, 2004 by _________________________, the ________________________
_________________________ of Health Care REIT, Inc., a Delaware corporation and
the sole member of HCRI Wisconsin Properties, LLC, a limited liability company
organized under the laws of the State of Delaware on behalf of the limited
liability company.
/s/ Xxxxxx Xxxxx-Xxx
_______________________________
Notary Public
My Commission Expires: 9/9/08
_______________________ [SEAL]
X-0
XXXXX XX Xxxxxxxxx
_______________ )
) SS:
COUNTY OF Milwaukee
_______________ )
The foregoing instrument was acknowledged before me this 21 day of
___
June Xxxxxxx X. Xxxxx VP & CFO
_______________, 2004 by _________________________, the ________________________
_________________________ of Alterra Healthcare Corporation, a Delaware
corporation, on behalf of the corporation.
/s/ XX Xxxxxx
_______________________________
Notary Public
My Commission Expires: 5/21/06
_______________________ [SEAL]
STATE OF Wisconsin
_______________ )
) SS:
COUNTY OF Milwaukee
_______________ )
The foregoing instrument was acknowledged before me this 22 day of
June Xxxxxxx Xxxxxxx President , 2004 by
_________________________, the ________________________
_________________________ of Manlius Clare Bridge Operator, Inc., a New York
corporation, on behalf of the corporation.
/s/ XX Xxxxxx
_______________________________
Notary Public
My Commission Expires: 5/21/06
_______________________ [SEAL]
THIS INSTRUMENT PREPARED BY:
XXXXXX X. XXXX, ESQ.
XXXXXXXX, LOOP & XXXXXXXX, LLP
0000 XXXXXXX
XXXXXX, XXXX 00000
S-5
SCHEDULE 2
CAPITAL EXPENDITURE BUDGET (PROJECT BUDGET)
TOTAL
RESIDENCE DESCRIPTION COST
------------------------- -------------------------------------------- -------
CBC-VALPARAISO CARPET EXTRACTOR 1,200
CBC-VALPARAISO CARPET, RESIDENT ROOM 4,500
CBC-VALPARAISO TOTAL 5,700
SH-VALPARAISO CARPET, RESIDENT ROOM 4,500
SH-VALPARAISO TOTAL 4,500
SH-CANTON CARPET, COMMON AREA 26,000
SH-CANTON CARPET, RESIDENT ROOM 4,500
SH-CANTON TOTAL 30,500
SH-FINDLAY CARPET & VINYL, RESIDENT ROOM 4,500
SH-PIQUA CARPET, RESIDENT ROOM 4,500
SH-PIQUA TOTAL 4,500
XX-XXXX CARPET, COMMON AREA, CORRIDOR 21,000
XX-XXXX CARPET & VINYL, RESIDENT ROOM 4,500
XX-XXXX TOTAL 25,500
CB-OK CITY CARPET, RESIDENT ROOM 4,500
CB-OK CITY TOTAL 4,500
SH-BARTLESVILLE NO. CARPET, COMMON AREA, HALLWAY AND DINING 39,000
SH-BARTLESVILLE NO. CARPET, RESIDENT ROOM 4,500
SH-BARTLESVILLE NO. TOTAL 43,500
SH-CHICKASHAW CARPET, COMMON AREA, DINING ROOM 37,000
SH-CHICKASHAW CARPET, RESIDENT ROOM 4,500
SH-CHICKASHAW TOTAL 41,500
SH-CLAREMORE CARPET, RESIDENT ROOM 4,500
SH-CLAREMORE TOTAL 4,500
SH-DUNCAN CARPET, COMMON AREA 37,000
SH-DUNCAN CARPET, RESIDENT ROOM 4,500
SH-DUNCAN TOTAL 41,500
XX-XXXXXX CARPET, RESIDENT ROOM 4,500
XX-XXXXXX TOTAL 4,500
XX-XXXX CARPET, COMMON AREA 37,000
XX-XXXX CARPET, RESIDENT ROOM 4,500
XX-XXXX TOTAL 41,500
SH-LAWTON CARPET, RESIDENT ROOM 4,500
SH-LAWTON TOTAL 4,500
TOTAL
RESIDENCE DESCRIPTION COST
------------------------- -------------------------------------------- -------
SH-MIDWEST CITY CARPET, RESIDENT ROOM 4,500
SH-MIDWEST CITY TOTAL 4,500
XX-XXXXXX CARPET, RESIDENT ROOM 4,500
XX-XXXXXX TOTAL 4,500
SH-OK CITY NORTH CARPET, RESIDENT ROOM 4,500
SH-OK CITY NORTH CARPET, COMMON AREA 37,000
SH-OK CITY NORTH TOTAL 41,500
SH-OK CITY SOUTH CARPET, RESIDENT ROOM 4,500
SH-OK CITY SOUTH TOTAL 4,500
SH-OWASSO CARPET, RESIDENT ROOM 4,500
SH-OWASSO TOTAL 4,500
SH-PONCA CITY CARPET, COMMON AREA 37,000
SH-PONCA CITY CARPET, RESIDENT ROOM 4,500
SH-PONCA CITY TOTAL 41,500
SH-SHAWNEE CARPET, COMMON AREA 37,000
SH-SHAWNEE CARPET, RESIDENT ROOM 4,500
SH-SHAWNEE TOTAL 41,500
SH-STILLWATER CARPET, RESIDENT ROOM 4,500
SH-STILLWATER TOTAL 4,500
XX-XXXXXXXXX CARPET, COMMON AREA, HALLWAYS, OFFICES 25,000
XX-XXXXXXXXX CARPET EXTRACTOR 1,700
XX-XXXXXXXXX CARPET & VINYL, RESIDENT ROOM 15,000
XX-XXXXXXXXX TOTAL 41,700
CB-BRADENTON CARPET, COMMON AREA 37,000
CB-BRADENTON CARPET, RESIDENT ROOM 4,500
CB-BRADENTON TOTAL 41,500
CBC-CAPE CORAL CARPET, RESIDENT ROOM 4,500
CBC-CAPE CORAL TOTAL 4,500
CBC-VERO BEACH CARPET, COMMON AREA, HALLWAYS, SITTING AREAS 30,000
CBC-VERO BEACH CARPET, RESIDENT ROOM 4,500
CBC-VERO BEACH TOTAL 34,500
CB-SARASOTA CARPET, RESIDENT ROOM 4,500
CB-SARASOTA TOTAL 4,500
SH-VERO BEACH CARPET, RESIDENT ROOM 4,500
SH-VERO BEACH TOTAL 4,500
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TOTAL
RESIDENCE DESCRIPTION COST
------------------------- -------------------------------------------- -------
CB-ASHEVILLE CARPET, RESIDENT ROOM 4,500
CB-ASHEVILLE TOTAL 4,500
CB-WILMINGTON CARPET, COMMON AREA 15,000
CB-WILMINGTON CARPET, RESIDENT ROOM 2,700
CB-WILMINGTON TOTAL 17,700
XX-XXXXXXXX REPLACE BUILDING CORRIDOR CARPET 31,000
XX-XXXXXXXX CARPET, RESIDENT ROOM 4,500
XX-XXXXXXXX TOTAL 35,500
XX-XXXXXXXX CARPET, RESIDENT ROOM 4,500
XX-XXXXXXXX TOTAL 4,500
CB-MANLIUS CARPET, RESIDENT ROOM 4,500
CB-MANLIUS TOTAL 4,500
SH-NO. AUGUSTA CARPET, COMMON AREA 23,000
SH-NO. AUGUSTA CARPET EXTRACTOR 1,900
SH-NO. AUGUSTA CARPET, RESIDENT ROOM 4,500
SH-NO. AUGUSTA TOTAL 29,400
SH-CLARKSVILLE CARPET, COMMON AREA 33,000
SH-CLARKSVILLE CARPET EXTRACTOR 1,900
SH-CLARKSVILLE CARPET, RESIDENT ROOM 4,500
SH-CLARKSVILLE TOTAL 39,400
SH-COLUMBIA CARPET, RESIDENT ROOM 4,500
SH-COLUMBIA TOTAL 4,500
CB-HIGHLANDS RANCH CARPET, RESIDENT ROOM 4,500
CB-HIGHLANDS RANCH TOTAL 4,500
CB-SALEM CARPET, RESIDENT ROOM 7,200
CB-SALEM TOTAL 7,200
SH-CEDAR HILL CARPET EXTRACTOR 2,000
SH-CEDAR HILL CARPET, RESIDENT ROOM 4,500
SH-CEDAR HILL TOTAL 6,500
SH-DESOTO CARPET EXTRACTOR 2,000
SH-DESOTO CARPET, RESIDENT ROOM 4,500
SH-DESOTO TOTAL 6,500
SH-GEORGETOWN CARPET, RESIDENT ROOM 4,500
SH-GEORGETOWN CARPET EXTRACTOR 2,000
SH-GEORGETOWN TOTAL 6,500
SH-PALESTINE CARPET, RESIDENT ROOM 4,500
SH-PALESTINE TOTAL 4,500
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TOTAL
RESIDENCE DESCRIPTION COST
------------------------- -------------------------------------------- -------
SH-TEXARKANA CARPET, RESIDENT ROOM 4,500
SH-TEXARKANA CARPET EXTRACTOR 2,000
SH-TEXARKANA TOTAL 6,500
SH-WAXAHACHIE CARPET, RESIDENT ROOM 4,500
SH-WAXAHACHIE CARPET, COMMON AREA 30,000
SH-WAXAHACHIE TOTAL 34,500
CB-SILVER LAKE CARPET, FOR LV ROOM AND LIBRARY 2,000
CB-SILVER LAKE CARPET, RESIDENT ROOM 4,500
CB-SILVER LAKE TOTAL 6,500
-------
TOTAL 727,600
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