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EXHIBIT 10.41.4 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT

Lease Agreement

EXHIBIT 10.41.4 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT | Document Parties: ALTERRA HEALTHCARE CORPORATION | HCRI INDIANA PROPERTIES, LLC | HCRI TENNESSEE PROPERTIES, INC | HCRI TEXAS PROPERTIES, LTD | HCRI WISCONSIN PROPERTIES, LLC | Health Care REIT, Inc | VP  Corp You are currently viewing:
This Lease Agreement involves

ALTERRA HEALTHCARE CORPORATION | HCRI INDIANA PROPERTIES, LLC | HCRI TENNESSEE PROPERTIES, INC | HCRI TEXAS PROPERTIES, LTD | HCRI WISCONSIN PROPERTIES, LLC | Health Care REIT, Inc | VP Corp

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Title: EXHIBIT 10.41.4 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
Governing Law: Delaware    

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EXHIBIT 10.41.4

THIRD AMENDMENT TO AMENDED AND RESTATED

MASTER LEASE AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT

("Third Amendment") is dated as of March 19, 2002 (the "Third Amendment

Effective Date") 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,

LLC, a limited liability company organized under the laws of the State of

Delaware ("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 One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio

43603-1475, and ALTERRA HEALTHCARE CORPORATION, a corporation organized under

the laws of the State of Delaware ("Tenant"), having its chief executive office

located at 10000 Innovation Drive, Milwaukee, Wisconsin 53226.

R E C I T A L S

A. HCRI, HCRI-NC, HCRI-TN and HCRI-TX, as 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") (the Master Lease together with the First

Amendment, Second Amendment and Third Amendment hereinafter referred to as

"Lease").

B. Landlord and Tenant desire to further amend the Lease to include

three additional Facilities located in Highlands Ranch, Colorado; Cape Coral,

Florida; Florence, New Jersey; 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

Third Amendment shall have the meaning set forth in the Lease.

2. Amended Commencement Date. The definition of Amended Commencement

Date in Section 1.4 of the Lease is hereby amended to read in its entirety as

follows:

"Amended Commencement Date" means the Commencement Date as amended

pursuant to the most recent amendment of this Lease in

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effect at such time. As of the Third Amendment Effective Date, the

Amended Commencement Date shall be March ___, 2002 and the Initial

Term is hereby extended to reflect such Amended Commencement Date as

provided in Section 1.3[ii] of the Lease.

3. Lease Advance. The definition of Lease Advance in Section 1.4 of

the Lease is hereby amended to read in its entirety as follows:

"Lease Advance" means [i] the Initial Lease Advance; [ii] the Lease

Advance by Landlord to Tenant of $12,750,000.00 pursuant to the

First Amendment; [iii] the advance (if any) of the Earnout Amount

made pursuant to Section 2.8; [iv] the Lease Advance by Landlord to

Tenant of $13,708,200.00 pursuant to the Second Amendment; [v] the

advance (if any) of the Manlius Earnout Amount made pursuant to

Section 2.9; [vi] the Lease Advance by Landlord to Tenant of

$11,750,000.00 of even date herewith; and [vii] any other advance of

funds by Landlord to Tenant pursuant to the term of this Lease.

4. Rent Adjustment Date. The definition of "Rent Adjustment Date"

means, for all Facilities, July 1, 2002 and each July 1 thereafter.

5. Representations and Warranties. Article 22 of the Lease is hereby

amended to make all representations and warranties effective as of the Effective

Date.

6. Legal Description. Exhibit A of the Lease is hereby amended by

the addition of Exhibit A-43 through Exhibit A-45 hereto.

7. Permitted Exceptions. Exhibit B of the Lease is hereby amended by

the addition of Exhibit B-43 through Exhibit B-45 hereto.

8. Facility Information. Exhibit C of the Lease is hereby amended to

read in its entirety as set forth on Exhibit C hereto.

9. Landlord's Personal Property. All references to Exhibit D in the

Lease are hereby deleted.

10. Government Authorizations; Zoning Permits. Exhibit G of the

Lease is hereby amended by the addition of those items set forth on Exhibit G

hereto.

11. Affirmation. Except as specifically modified by this Third

Amendment, the terms and provisions of the Lease are hereby affirmed and shall

remain in full force and effect.

12. Binding Effect. This Third Amendment will be binding upon and

inure to the benefit of the successors and permitted assigns of Landlord and

Tenant.

13. Further Modification. The Lease may be further modified only by

writing signed by Landlord and Tenant.

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14. Counterparts. This Third 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.

15. Subtenant. Manlius Clare Bridge Operator, Inc. is signing this

Third 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 Third

Amendment as of the date first set forth above.

Signed and acknowledged in the presence of: HEALTH CARE REIT, INC.

Signature /s/ Rita J. Rogge By: /s/ Erin C. Ibele

__________________________________ ____________________________

Print Name Rita J. Rogge

_________________________________

Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

Signed and acknowledged in the presence of: HCRI INDIANA PROPERTIES, LLC

By: Health Care REIT, Inc.

Member

By: /s/ Erin C. Ibele

________________________

Signature /s/ Rita J. Rogge

__________________________________

Print Name Rita J. Rogge

_________________________________ Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

Signed and acknowledged in the presence of: HCRI NORTH CAROLINA PROPERTIES,

LLC

By: Health Care REIT, Inc.

Member

By: /s/ Erin C. Ibele

________________________

Signature /s/ Rita J. Rogge

__________________________________

Print Name Rita J. Rogge

_________________________________ Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

Signed and acknowledged in the presence of: HCRI TENNESSEE PROPERTIES, INC.

Signature /s/ Rita J. Rogge By: /s/ Erin C. Ibele

__________________________________ ____________________________

Print Name Rita J. Rogge

_________________________________

Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

S-1

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Signed and acknowledged in the presence of: HCRI TEXAS PROPERTIES, LTD.

By: Health Care REIT, Inc.

General Partner

Signature /s/ Rita J. Rogge By: /s/ Erin C. Ibele

__________________________________ ________________________

Print Name Rita J. Rogge

_________________________________

Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

 

Signed and acknowledged in the presence of: HCRI WISCONSIN PROPERTIES, LLC

By: Health Care REIT, Inc.

Member

Signature /s/ Rita J. Rogge By: /s/ Erin C. Ibele

__________________________________ ________________________

Print Name Rita J. Rogge

_________________________________

Title: VP & Corp. Secretary

_____________________

Signature /s/ Kathleen A. Sullivan

__________________________________

Print Name Kathleen A. Sullivan

_________________________________

Signed and acknowledged in the presence of: ALTERRA HEALTHCARE CORPORATION

Signature /s/ Sarah Wits By: /s/ Kristin A. Ferge

__________________________________ ____________________________

Print Name Sarah Wits

_________________________________

Title: VP

_____________________

Signature /s/ Christine Dreckmann

__________________________________

Print Name Christine Dreckmann

_________________________________

Tax I.D. No.: 39-1771281

__________________

Signed and acknowledged in the presence of: MANLIUS CLARE BRIDGE OPERATOR,

INC.

Signature /s/ Jeff Jensen By: /s/ Colleen Endsley

__________________________________ ____________________________

Print Name Jeff Jensen

_________________________________

Title: President

_____________________

Signature /s/ Keri A. Casey

__________________________________

Print Name Keri A. Casey

_________________________________ Tax I.D. No.: 16-1564848

__________________

S-2

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STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ibele, the VP & Corp. Secretary of Health Care REIT,

Inc., a Delaware corporation, on behalf of the corporation.

/s/ Rita J. Rogge

------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

------------

STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ibele, 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/ Rita J. Rogge

-------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

------------

STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ibele, the VP & Corp. Secretary of Health Care REIT,

Inc., a Delaware corporation and the sole member of HCRI North Carolina

Properties, LLC, a limited liability company organized under the laws of the

State of Delaware on behalf of the limited liability company.

/s/ Rita J. Rogge

-------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

------------

S-3

<PAGE>

STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ebele, the VP & Corp. Secretary of HCRI Tennessee

Properties, Inc., a corporation organized under the laws of the State of

Delaware on behalf of the corporation.

/s/ Rita J. Rogge

-------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

-------------

STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ibele, the VP & Corp. Secretary 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/ Rita J. Rogge

-------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

-------------

STATE OF OHIO )

)SS:

COUNTY OF LUCAS )

The foregoing instrument was acknowledged before me this 27 day of

March, 2002 by Erin C. Ibele, the VP & Corp. Secretary 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/ Rita J. Rogge

-------------------------------

Notary Public

My Commission Expires: 8/26/05 [SEAL]

-------------

S-4

<PAGE>

STATE OF Wisconsin )

)SS:

COUNTY OF Milwaukee )

The foregoing instrument was acknowledged before me this 12 day of

March, 2002 by Kristin A. Ferge, the VP of Alterra Healthcare Corporation, a

Delaware corporation, on behalf of the corporation.

/s/ JC Hansen

------------------------------

Notary Public

My Commission Expires: 5/26/02 [SEAL]

STATE OF Wisconsin )

)SS:

COUNTY OF Milwaukee )

The foregoing instrument was acknowledged before me this 13 day of

March, 2002 by Colleen Endsley, the President of Manlius Clare Bridge Operator,

Inc., a New York corporation, on behalf of the corporation.

/s/ JC Hansen

-------------------------------

Notary Public

My Commission Expires: 5/26/02 [SEAL]

THIS INSTRUMENT PREPARED BY:

OKSANA M. LUDD, ESQ.

SHUMAKER, LOOP & KENDRICK, LLP

1000 JACKSON

TOLEDO, OHIO 43624

S-5

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EXHIBIT A-43: LEGAL DESCRIPTION

Clare Bridge of Highlands Ranch

Lot A, Highlands Ranch Filing No. 100-I,

County of Douglas,

State of Colorado.

<PAGE>

EXHIBIT A-44: LEGAL DESCRIPTION

Clare Bridge of Cape Coral

The North 1/2 of the South 1/2 of the West 1/2 of the Northwest 1/4 of the

Northwest 1/4 of Sec


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