[Summerville
Portfolio/ACMC Acquisition]
FIRST AMENDMENT TO AMENDED
AND RESTATED MASTER LEASE
THIS
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this
"Amendment") is made and entered into as of September 1, 2005
(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") (HCP, Westminster HCP, Texas HCP,
and HCP AL shall be referred to herein, collectively, as their
interests may appear, as "Lessor"), on the one hand, and LH
ASSISTED LIVING, LLC, a Delaware limited liability company
("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California
corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH,
L.L.C., a New Jersey limited liability company ("Hillsborough
LLC"), SUMMERVILLE AT OCOEE, INC., a Delaware corporation
("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC., a Delaware
corporation ("Port Orange Inc."), SUMMERVILLE AT PRINCE
WILLIAM, INC., a Delaware corporation ("Prince William Inc."),
SUMMERVILLE AT STAFFORD, L.L.C., a New Jersey limited
liability company ("Stafford LLC"), SUMMERVILLE AT VOORHEES,
L.L.C., a New Jersey limited liability company ("Voorhees
LLC"), SUMMERVILLE AT WESTMINSTER, INC., a Maryland
corporation ("Westminster Inc."), SUMMERVILLE AT PINELLAS
PARK, LLC, a Delaware limited liability company ("Pinellas
LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware limited
liability company ("Ocala West LLC"), SUMMERVILLE AT CY-FAIR
ASSOCIATES, L.P., a Delaware limited partnership ("CY-Fair
LP"), SUMMERVILLE AT FRIENDSWOOD ASSOCIATES, L.P., a Delaware
limited partnership ("Friendswood LP"), SUMMERVILLE AT NEW
PORT RICHEY, LLC, a Delaware liability company ("New Port
Richey LLC"), SUMMERVILLE AT LAKELAND, LLC, a Delaware
liability company ("Lakeland LLC"), SUMMERVILLE AT ST.
AUGUSTINE LLC, a Delaware liability company ("St. Augustine
LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware liability
company ("Ocala East LLC"), and SUMMERVILLE AT VENICE, LLC, a
Delaware liability company ("Venice LLC") (LHAL LLC, Cobbco
Inc., Hillsborough LLC, Ocoee Inc., Port Orange Inc., Prince
William Inc., Stafford LLC, Voorhees LLC, Westminster Inc.,
Pinellas LLC, Ocala West LLC, CY-Fair LP, Friendswood LP, New
Port Richey LLC, Lakeland LLC, St. Augustine LLC, Ocala East
LLC, and Venice LLC shall be collectively, and jointly and
severally, referred to herein as "Lessee"), on the other hand,
with respect to the following:
RECITALS
A. HCP
and Westminster HCP (collectively, as their interests may
appear, "Original Lessor"), as "Lessor," and LHAL LLC, Cobbco
Inc., Hillsborough LLC, Ocoee Inc., Port Orange Inc., Prince
William Inc., Stafford LLC, Voorhees LLC, and Westminster Inc.
(collectively, and jointly and severally, "Original Lessee"),
as "Lessee" are parties to that certain Amended and Restated
Master Lease dated as of April 20, 2005 (the "Master Lease"),
covering the Leased Property of ten (10) mixed skilled nursing
and assisted living care Facilities located in California,
Connecticut, Florida, Maryland, New Jersey and Virginia. 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
Original Lessor, Guarantor guaranteed the obligations of
Original Lessee under the Master Lease, all as more
particularly described therein.
C.
HCP, as Buyer, and Guarantor, as Seller, have
entered into to that certain Contract of Acquisition of even
date herewith (as the same may be amended or modified in
accordance with the terms thereof, the "Group 4 Contract of
Acquisition"), pursuant to which HCP is purchasing and
acquiring from Guarantor (or pursuant to which Guarantor is
causing to be transferred and conveyed to HCP) on and
effective as of the Effective Date, the
following:
(i)
the real property located in New Port Richey, Florida and more
particularly described on Exhibit A-11 attached hereto,
together with all improvements and fixtures thereon, related
rights and certain Personal Property relating thereto (the
"New Port Richey Facility");
(ii)
the real property located in Lakeland, Florida and more
particularly described on Exhibit A-12 attached hereto,
together with all improvements and fixtures thereon, related
rights and certain Personal Property relating thereto (the
"Lakeland Facility");
(iii) the
real property located in St. Augustine, Florida and more
particularly described on Exhibit A-13 attached hereto,
together with all improvements and fixtures thereon, related
rights and certain Personal Property relating thereto (the
"St. Augustine Facility");
(iv) the
real property located in Ocala, Florida and more particularly
described on Exhibit A-14 attached hereto, together
with all improvements and fixtures thereon, related rights and
certain Personal Property relating thereto (the "(East) Ocala
Facility"); and
(v)
the real property located in Venice, Florida and
more particularly described on Exhibit A-15 attached
hereto, together with all improvements and fixtures thereon,
related rights and certain Personal Property relating thereto
(the "Venice Facility").
The
New Port Richey Facility, Lakeland Facility, St. Augustine
Facility, (East) Ocala Facility and the Venice Facility are
sometimes referred to herein, individually, as a "Group 4
Acquisition Facility," and collectively, as the "Group 4
Acquisition Facilities."
D.
HCP or Texas HCP, as the case may be, is also the
current owner of the following properties and facilities
which, immediately prior to the Effective Date, were master
leased by HCP and Texas HCP to certain Affiliates of Adult
Care Management Corporation, a Florida corporation ("ACMC,"
and together with its Affiliates, the "ACMC Parties"), as
lessee, pursuant to that certain Amended and Restated Master
Lease, dated December 1, 2004, by and between HCP and Texas
HCP and the ACMC Parties (as the same may have been amended or
modified pursuant to the terms thereof, the "HCP/ACMC Lease")
:
(i)
the real property located in Ocala, Florida
and more particularly described on Exhibit A-16
attached hereto, together with all improvements and fixtures
thereon, related rights and certain Personal Property relating
thereto (the "(West) Ocala Facility");
(ii)
the real property located in North Pinellas
Park, Florida and more particularly described on Exhibit
A-17 attached hereto, together with all improvements and
fixtures thereon, related rights and certain Personal Property
relating thereto (the "North Pinellas Park
Facility");
(iii) the
real property located in Houston, Texas and more particularly
described on Exhibit A-18 attached hereto, together
with all improvements and fixtures thereon, related rights and
certain Personal Property relating thereto (the "Houston
Facility"); and
(iv) the
real property located in Friendswood, Texas and more
particularly described on Exhibit A-19 attached hereto,
together with all improvements and fixtures thereon, related
rights and certain Personal Property relating thereto (the
"Friendswood Facility").
The
(West) Ocala Facility, North Pinellas Park Facility, Houston
Facility and Friendswood Facility are sometimes referred to
herein, individually, as a "Group 4 Transfer Facility," and
collectively, as the "Group 4 Transfer Facilities." The Group
4 Acquisition Facilities and Group 4 Transfer Facilities are
sometimes referred to herein, individually, as a "Group 4
Facility," and collectively, as the "Group 4
Facilities."
E.
Immediately prior to the Effective Date and
the Closing Date (as defined in the Group 4 Contract of
Acquisition), HCP and Texas HCP, as the case may be, are
terminating the current master lease with the ACMC Parties
relating to the Group 4 Transfer Facilities, and effective
immediately upon the Effective Date and Closing Date, certain
of the parties comprising Lessee are acquiring from the ACMC
Parties the assisted-living businesses operated by the ACMC
Parties at the Group 4 Facilities (excluding, however, the
Leased Property relating thereto).
F.
Effective immediately upon the
Effective Date and Closing Date, Lessor desires to add to the
Leased Property and lease to Lessee, and Lessee desires to
lease from Lessor, the Group 4 Facilities, and each of them,
upon the terms and conditions set forth in this
Amendment.
G.
Lessor and Lessee desire to enter into this
Amendment to effectuate the matters set forth in the above
Recitals, all as more particularly described
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.
Leasing. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor, the Leased Property of the Group 4 Facilities
upon all of the terms and conditions set forth in the Master Lease,
as amended by this Amendment. All references herein and in the
Master Lease to a "Facility" or "Facilities" shall mean each
Facility (as defined in the Master Lease) together with the Group 4
Facilities, and each of them.
2.
Joint and Several Liability of Lessee. From and after the
Effective Date, Pinellas LLC, Ocala West LLC, CY-Fair LP,
Friendswood LP, New Port Richey LLC, Lakeland LLC, St. Augustine
LLC, Ocala East LLC, and Venice LLC shall (i) be jointly and
severally liable for all of the obligations of the "Lessee" under
the Master Lease, as hereby amended, and (ii) assume jointly and
severally with Original Lessee, all obligations of "Lessee" arising
under the Master Lease on, prior to or after the Effective
Date.
3.
Joinder by Texas HCP and HCP AL. From and after the
Effective Date, Texas HCP and HCP AL each hereby joins as a
"Lessor" under the Master Lease, as their interests may appear, for
purposes of leasing the Leased Property of the Houston Facility and
the Friendswood Facility, and the Leased Property of the New Port
Richey Facility, the Lakeland Facility, the St. Augustine Facility,
the (East) Ocala Facility, and the Venice Facility, respectively,
to Lessee pursuant to the terms and conditions of the Master Lease,
as hereby amended.
4.
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
4(a) shall have the meanings assigned to them as provided below and
shall be added to Article II of the Original Master Lease to read,
in their entireties, as follows:
"2005 Capital Renovation Lessor Costs: As defined in Section 5
of this Amendment."
"2005 Capital Renovation Project(s): With respect to each of
the Lakeland Facility and the New Port Richey Facility, a capital
refurbishment to such Facility, the scope, plans and
specifications, and estimated cost budget of which is to be
mutually agreed upon by Lessor and Lessee after the Effective
Date.
"2005 Capital Renovation Project Allowance: With respect to the
Lakeland Facility and the New Port Richey Facility, an aggregate
allowance for the 2005 Capital Renovation Project(s) equal to the
lesser of (i) Four Hundred Thousand and No/100 Dollars
($400,000.00), or (ii) Fifty Percent (50%) of the Aggregate Costs
of the 2005 Capital Renovation Project(s) with respect to such
Facilities. The 2005 Capital Renovation Project Allowance shall be
allocated to the 2005 Capital Renovation Project(s) at each of the
Lakeland Facility and the New Port Richey Facility as reasonably
determined by Lessee. Lessee shall deliver to Lessor written
confirmation of such allocation prior to Lessor's disbursement of
the 2005 Capital Renovation Project Allowance, or any portion
thereof. Notwithstanding anything to the contrary in the Master
Lease, as amended by this Amendment, the portion of the 2005
Capital Renovation Project Allowance allocated to each of the
Lakeland Facility and the New Port Richey Facility shall not count
towards the Annual Minimum Capital Project Amount with respect to
each such Facility, and Lessee's expenditure and reimbursement, if
any, of all or a portion of the 2005 Capital Renovation Project
Allowance shall be in addition to the Annual Minimum Capital
Project Amount with respect to each such Facility."
"2005 Capital Renovation Project Allowance Lease Rate: A
percentage equal to the greater of (a) the average of the ten-year
U.S. Treasury Note rate published in the Wall Street
Journal for each of the five (5) Business Days prior to
that date which is two (2) Business Days prior to the Closing Date
and quoting the rate as of that date which is two (2) Business Days
prior to the Closing Date, plus Four and Fifteen Hundredths Percent
(4.15%) and (b) Eight and One-Half Percent (8.5%)."
"2005 Capital Renovation Site Review Costs: As defined in
Section 5 of this Amendment."
"Aggregate Costs of the 2005 Capital Renovation Project(s):
With respect to the Lakeland Facility and the New Port Richey
Facility, the actual out-of-pocket costs actually incurred by
Lessee pursuant to the provisions of the Master Lease, as hereby
amended, in connection with the 2005 Capital Renovation Project(s)
for such Facilities, including all costs of design, construction,
installation and obtaining all governmental approvals and permits
with respect to such 2005 Capital Renovation Project(s) for such
Facilities, the 2005 Capital Renovation Site Review Costs for such
Facilities and the 2005 Capital Renovation Lessor Costs with
respect to such Facilities."
"Allocated Group 4 Buyer's Transaction Costs: With respect to
each Group 4 Acquisition Facility, an amount equal to the total
Group 4 Buyer's Transaction Costs, multiplied by the following
applicable percentages relating such Facility:
|
(a)
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Lakeland
Facility:
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9%
|
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|
|
|
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(b)
|
New
Port Richey Facility:
|
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16%
|
| |
|
|
|
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(c)
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St.
Augustine Facility:
|
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31%
|
| |
|
|
|
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(d)
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Venice
Facility:
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21%
|
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|
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(e)
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(East)
Ocala Facility:
|
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23%
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Total:
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100%
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"Fair Market Land Value: With respect to the (West) Ocala
Facility and Houston Facility (if applicable), the Fair Market
Value with respect to the Land and Related Rights of such Facility
(only), determined in accordance with the definition of Fair
Market Value and the appraisal procedures set forth in Article
XXXIV."
"Friendswood Facility: That certain Facility located in
Friendswood, Texas."
"Group 4 Acquisition Facilities: Each of those Facilities
identified as a Group 4 Acquisition Facility on Exhibit C
attached hereto."
"Group 4 Buyer's Transaction Costs: The "Buyer's Transaction
Costs" as defined in the Group 4 Contract of
Acquisition."
"Group 4 Contract of Acquisition: As defined in Recital C of
this Amendment."
"Group 4 Facilities: Each of those Facilities identified as a
Group 4 Facility on Exhibit C attached hereto, including
each Group 4 Acquisition Facility and each Group 4 Transfer
Facility."
"Group 4 Facility Escalator: The following with respect to the
applicable Group 4 Facilities:
(a) with
respect to each Group 4 Acquisition Facility for any given
Lease Year, an amount equal to the greater of (i) Seventy-Five
Percent (75%) of the applicable CPI Increase or (ii) Two and
Three-Quarters Percent (2.75%); and
(b) with
respect to each Group 4 Transfer Facility, the lesser of (i)
Five Percent (5%) or (ii) the greater of (A) the applicable
CPI Increase or (B) Two Percent (2%)."
"Group 4 Facility Purchase Price: The following with respect to
the applicable Group 4 Facilities:
(a) with
respect to each Group 4 Facility (other than the (West) Ocala
Facility and the Houston Facility) at any given time, the sum
of (i) the Minimum Repurchase Price for such Facility,
plus (ii) an amount which, upon the closing or the
applicable date, equals an annually compounded return equal to
Three Percent (3%) per year on (A) the Allocated Initial
Investment for such Facility accruing from and after the
applicable Restatement Date and (B) any Capital Addition Costs
funded by Lessor for such Facility accruing from and after the
date of funding;
(b) with
respect to the (West) Ocala Facility at any given time, the
greater of (i) the product of (x) ten (10) times, (y)
the Allocated Minimum Rent paid or payable by Lessee during
the twelve (12) month period immediately preceding the closing
or the applicable date for such Facility, and (ii) the sum of
(x) the Total CPI Adjusted (West Ocala) Construction/Capital
Additions Cost, plus (y) the greater of (A) the Fair
Market Land Value with respect to such Facility and (B)
$522,000.00; and
(c)
with respect to the Houston Facility at any given time, the
greater of (i) the product of (x) ten (10) times, (y)
the Allocated Minimum Rent paid or payable by Lessee during
the twelve (12) month period immediately preceding the closing
or the applicable date for such Facility, and (ii) the sum of
(x) the Total CPI Adjusted Houston Construction/Capital
Additions Cost, plus (y) the greater of (A) the Fair
Market Land Value with respect to such Facility and (B)
$835,000.00."
"Group 4 Facility Put Event Price: The following with respect
to the applicable Group 4 Facilities:
(a) with
respect to any Group 4 Facility (other than the (West) Ocala
Facility and the Houston Facility) at any given time, the sum
of (i) the Minimum Repurchase Price for such Facility,
plus (ii) an amount which, upon the closing, equals an
annually compounded return equal to the applicable Group 4
Facility Escalator for such Facility per year on (A) the
Allocated Initial Investment for such Facility accruing from
and after the applicable Restatement Date and (B) any Capital
Addition Costs funded by Lessor for such Facility accruing
from and after the date of funding; and
(b) with
respect to the (West) Ocala Facility and Houston Facility, the
applicable Group 4 Facility Purchase Price with respect
thereto."
"Group 4 Transfer Facilities: Each of those Facilities
identified as a Group 4 Transfer Facility on Exhibit C
attached hereto."
"Houston Facility: That certain Facility located in Houston,
Texas."
"Lakeland Facility: That certain Facility located in Lakeland,
Florida."
"Letter of Credit Adjustment Date: September 1 of each year,
commencing September 1, 2006."
"New Port Richey Facility: That certain Facility located in New
Port Richey, Florida."
"North Pinellas Park Facility: That certain Facility located in
North Pinellas Park, Florida."
"St. Augustine Facility: That certain Facility located in St.
Augustine, Florida."
"Total CPI Adjusted Houston Construction/Capital Additions
Cost: At any given time with respect to the Houston Facility,
the sum of (a) the sum of (i) the Total Houston Construction Cost,
plus (ii) the Total Houston Construction Cost multiplied by
the percentage increase (but not decrease), if any, in the Cost of
Living Index published for the month which is two (2) months prior
to the date such Total CPI Adjusted Houston Construction/Capital
Additions Cost is determined over the Cost of Living Index
published for September, 1998, plus (b) the sum of (i) all
Capital Additions Costs funded or accrued by Lessor with respect to
such Facility, plus (ii) each such Capital Additions Cost
funded or accrued by Lessor with respect to such Facility,
multiplied by the percentage increase (but not decrease), if any,
in the Cost of Living Index published for the month which is two
(2) months prior to the date such Total CPI Adjusted Houston
Construction/Capital Additions Cost is determined over the Cost of
Living Index published for the month which is two (2) months prior
to the date in which each such Capital Additions Cost is funded or
accrued by Lessor. An Example of the calculation of Total CPI
Adjusted Houston Construction/Capital Additions Cost is set forth
in Exhibit G."
"Total CPI Adjusted (West) Ocala Construction/Capital Additions
Cost: At any given time with respect to the (West) Ocala
Facility, the sum of (a) the sum of (i) the Total (West) Ocala
Construction Cost, plus (ii) the Total (West) Ocala
Construction Cost multiplied by the percentage increase (but not
decrease), if any, in the Cost of Living Index published for the
month which is two (2) months prior to the date such Total CPI
Adjusted (West) Ocala Construction/Capital Additions Cost is
determined over the Cost of Living Index published for September,
1998, plus (b) the sum of (i) all Capital Additions Costs
funded or accrued by Lessor with respect to such Facility,
plus (ii) each such Capital Additions Cost
funded or accrued by Lessor with respect to such Facility,
multiplied by the percentage increase (but not decrease), if any,
in the Cost of Living Index published for the month which is two
(2) months prior to the date such Total CPI Adjusted (West) Ocala
Construction/Capital Additions Cost is determined over the Cost of
Living Index published for the month which is two (2) months prior
to the date in which each such Capital Additions Cost is funded or
accrued by Lessor. An Example of the calculation of Total CPI
Adjusted (West) Ocala Construction/Capital Additions Cost is set
forth in Exhibit G."
"Total Houston Construction Cost: The sum of
$8,246,000.00."
"Total (West) Ocala Construction Cost: The sum of
$6,112,491.00." "Venice Facility: That certain Facility
located in Venice, Florida."
"(East) Ocala Facility: That certain Facility located in Ocala,
Florida, commonly known as 'Park Place of Ocala
East'."
"(West) Ocala Facility: That certain Facility located in Ocala,
Florida, commonly known as 'Park Place of Ocala
West'."
(b)
Supplemented Definitions. The following definitions
appearing in Article II of the Master Lease shall be
supplemented as follows:
Annual Minimum Capital Project Amount: With respect to each
Group 4 Facility, during each Lease Year with respect to such Group
4 Facility, the following amounts:
(i)
With respect to the (East) Ocala Facility,
$29,700.00.
(ii)
With respect to the Friendswood Facility,
$32,100.00.
(iii) With
respect to the Houston Facility, $32,100.00.
(iv) With
respect to the Lakeland Facility, $20,400.00.
(v)
With respect to the New Port Richey Facility,
$21,000.00.
(vi) With
respect to the North Pinellas Park Facility,
$29,100.00.
(vii) With
respect to the St. Augustine Facility,
$24,900.00.
(viii) With
respect to the Venice Facility, $23,400.00.
(ix) With
respect to the (West) Ocala Facility, $27,900.00.
Notwithstanding
the foregoing, Lessor and Lessee acknowledge that the initial
Annual Minimum Capital Project Amount for each Group 4
Facility represents an amount equal to (A) the number of
licensed units located at such Group 4 Facility
times (B) Three Hundred Dollars ($300.00).
In the event that the number of licensed units for any Group 4
Facility is increased or decreased in accordance with the
terms of this Lease, the Allocated Minimum Capital Project
Amount for such Group 4 Facility shall be increased, or
decreased, as applicable, by an amount equal to (1) the number
of such licensed units increased or decreased at such Group 4
Facility times (2) Three Hundred Dollars
($300.00).
Annual Minimum Capital Project Amount Overage: With respect to
each Group 4 Facility for any Lease Year, an amount equal to (a)
the sum of (i) the Capital Project Costs incurred and paid by
Lessee in funding Capital Projects for each Group 4 Facility in the
immediately preceding two (2) Lease Years and for which Lessor has
received paid invoices, receipts or other commercially reasonable
evidence or supporting information as is customary to evidence such
expenditures, verifying the cost and payment of funding such
Capital Projects, and an Officer's Certificate certifying that the
applicable item(s) of Capital Projects have been completed, less
(ii) the amounts disbursed by Lessor to Lessee from any Replacement
Reserve on account of such Capital Projects to such Group 4
Facility in accordance with the terms of Section 9.3.1, in excess
of (b) the Annual Minimum Capital Project Amount for such Group 4
Facility for such prior two (2) Lease Year period.
Capital Additions. With respect to each of the Lakeland
Facility and the New Port Richey Facility, the applicable 2005
Capital Renovation Project shall at all times be deemed a Capital
Addition for purposes of the Master Lease, as hereby amended, for
such Facility.
Capital Addition Costs. With respect to each of the Lakeland
Facility and the New Port Richey Facility, the applicable portion
of the 2005 Capital Renovation Project Allowance allocated to each
such Facility as provided for herein shall be treated for all
purposes as Capital Addition Costs financed and paid for by Lessor
under the Master Lease, as hereby amended, for such
Facility.
Deeds: With respect to each Group 4 Acquisition Facility,
"Deeds" as defined in the Group 4 Contract of
Acquisition.
Fair Market Rental: With respect to each Group 4 Facility, the
definition of Fair Market Rental applicable to the Group 2
Facilities and the Group 3 Facilities, but in each instance
relating to such Group 4 Facility.
Lease Year: With respect to the Group 4 Facilities, the first
Lease Year for such Facilities shall be the period commencing on
the applicable Restatement Date with respect to such Facilities and
ending August 31, 2006, and each subsequent Lease Year for such
Facilities shall be each period of twelve (12) full calendar months
after the last day of the prior Lease Year; provided, however, that
the last Lease Year for any Group 4 Facility during the Term may be
a period of less than twelve (12) full calendar months and shall
end on the last day of the Term for such Facility.
Restatement Date: With respect to the Group 4 Facilities, the
Effective Date of this Amendment, which shall also be the
commencement date of the Lease, as hereby amended, with respect to
each Group 4 Facility.
Transaction Documents: The meaning given to such term in the
Lease, together with this Amendment and the Group 4 Contract of
Acquisition.
(c)
Amended and Restated Definitions. The following
definitions appearing in Article II of the Original Master
Lease shall be amended and restated as follows:
"Allocated Minimum Rent: With respect to each Facility, the
amount of Minimum Rent allocated to such Facility as set forth on
Exhibit C attached hereto (or any amendment or
supplement thereto) (subject to increase as set forth in Article
III or any other express provision of this Lease or any amendment
hereto providing for an increase in Minimum Rent)."
"Letter of Credit Amount: The following:
(a) For
the period from September, 2005, through the first Letter of
Credit Adjustment Date, the sum of $1,361,516.00;
and
(b) Commencing
upon the first Letter of Credit Adjustment Date
(i.e.
