|
Exhibit 10.24.5
FOURTH AMENDMENT TO AMENDED AND RESTATED
MASTER
LEASE AND CONSOLIDATION AND RESTATEMENT OF
BECKETT LAKE FACILITY MASTER LEASE
THIS
FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND
CONSOLIDATION AND RESTATEMENT OF BECKETT LAKE FACILITY MASTER
LEASE (this "Amendment") is made and entered into as of May
24, 2006 (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 limited
liability company ("New Port Richey LLC"), SUMMERVILLE AT
LAKELAND, LLC, a Delaware limited liability company ("Lakeland
LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited
liability company ("St. Augustine LLC"), SUMMERVILLE AT OCALA
EAST, LLC, a Delaware limited liability company ("Ocala East
LLC"), SUMMERVILLE AT VENICE, LLC, a Delaware limited
liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND
HILLS ASSOCIATES, L.P., a Delaware limited partnership
("Lakeland Hills LP"), SUMMERVILLE AT IRVING ASSOCIATES, L.P.,
a Delaware limited partnership ("Irving LP"), SUMMERVILLE AT
CHESTNUT HILL, LLC, a Delaware limited liability company
("Chestnut Hill LLC"), and SUMMERVILLE 9, LLC, a Delaware
limited liability company ("Summerville 9") (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, Venice LLC, Lakeland Hills LP, Irving LP, Chestnut Hill
LLC, and Summerville 9 shall be 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 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, Venice
LLC, Lakeland Hills LP, Irving LP, and Chestnut Hill LLC
(collectively, and jointly and severally, "Current 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"), as further amended by that certain Second
Amendment to Amended and Restated Master Lease dated as of
December 22, 2005 (the "Second Amendment"), and as further
amended by that certain Third Amendment to Amended and
Restated Master Lease dated as of January 31, 2006 (the "Third
Amendment", and together with the Original Master Lease, the
First Amendment, and the Second Amendment, the "Master
Lease"), covering the Leased Property of twenty-two (22) mixed
skilled nursing and assisted living care Facilities located in
California, Connecticut, Florida, Maryland, New Jersey, Ohio,
Texas 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 teems 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 Current Lessee under
the Master Lease, all as more particularly described
therein.
C.
HCP, as "Lessor," and Summerville 9, as "Lessee", are parties
to that certain Master Lease dated as of July 1, 2005,
together with that certain Capital Addition Project Work
Letter of even date therewith and attached thereto as Exhibit
F (collectively, the "Beckett Lake Facility Master Lease"),
covering the Leased Property (the "Leased Property", as
defined in the Beckett Lake Facility Master Lease) of an
assisted living care facility located in Clearwater, Florida,
and more commonly known as the Beckett Lake Lodge
Facility.
D.
Pursuant to the twins of that certain Guaranty of Obligations
dated as of July 1,
2005 (as the same may have been amended or reaffirmed from
time to time in writing, the "Beckett Lake Facility
Guaranty"), made by Summerville Investors, LLC, a Delaware
limited liability company ("Beckett Lake Facility Guarantor")
in favor of HCP, Beckett Lake Facility Guarantor guaranteed
the obligations of Summerville 9 under the Beckett Lake
Facility Master Lease, all as more particularly described
therein.
E.
Effective immediately upon the Effective Date, (i)
Lessor and Lessee desire to amend and restate the Beckett Lake
Facility Master Lease to consolidate the same into the Master
Lease and, accordingly, Lessor desires to add the Beckett Lake
Facility to the Leased Property under the Master Lease and
lease the same to Lessee, and Lessee desires to lease the same
from Lessor; and (ii) HCP and Summerville 9 desire to release
the Beckett Lake Facility Guarantor from all obligations under
the Beckett Lake Facility Guaranty which accrue after the
Effective Date, each subject to the terms and conditions set
forth herein.
F.
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 Beckett Lake
Facility 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
Beckett Lake Facility.
2.
Joint and Several Liability of Lessee. From and after the
Effective Date, Summerville 9 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 Current Lessee, all obligations of "Lessee" arising under the
Master Lease, as hereby amended, on, prior to or after the
Effective Date.
3.
[Intentionally Omitted]
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 (as amended by the First Amendment, the Second Amendment
and the Third Amendment) to read, in their entireties, as
follows:
"Beckett Lake Facility: That certain Facility located in
Clearwater, Florida."
"Beckett Lake Facility Buyer's Transaction Costs: The "Buyer's
Transaction Costs" as defined in the Beckett Lake Facility Contract
of Acquisition."
"Beckett Lake Facility Capital Addition Project: The 'Capital
Addition Project' as defined in the Beckett Lake Facility Work
Letter."
"Beckett Lake Facility Capital Addition Project Completion
Date: The `Completion Date' as defined in the Beckett Lake
Facility Work Letter."
"Beckett Lake Facility Capital Addition Project Costs: The
'Capital Addition Project Costs' as defined in the Beckett Lake
Facility Work Letter."
"Beckett Lake Facility Capital Addition Rent Reset Date: The
earliest of (i) the Beckett Lake Facility Capital Addition Project
Completion Date and (ii) the Beckett Lake Facility Outside
Completion Date, irrespective of whether the Beckett Lake Facility
Capital Addition Project has been commenced or
completed."
"Beckett Lake Facility Contract of Acquisition: That certain
contract of acquisition dated July 1, 2005, by and between HCP, as
'Buyer', and Summerville 9, as `Seller', with respect to the
Beckett Lake Facility."
"Beckett Lake Facility Escalator: 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%)."
"Beckett Lake Facility Excess Land Carry Allowance: The 'Excess
Land Carry Allowance' as defined in the Beckett Lake Facility Work
Letter."
"Beckett Lake Facility Excess Land Cost: The 'Excess Land Cost'
as defined in the Beckett Lake Facility Work Letter."
"Beckett Lake Facility Excess Land Cost Rent Reset Date: The
earliest of (i) the Beckett Lake Facility Capital Addition Project
Completion Date and (ii) July 1, 2007, irrespective of whether the
Beckett Lake Facility Capital Addition Project has been commenced
or completed."
"Beckett Lake Facility Guaranty: As defined in the Recitals to
this Amendment to the Master Lease."
"Beckett Lake Facility Master Lease: As defined in the Recitals
to this Amendment to the Master Lease."
"Beckett Lake Facility Outside Completion Date: The 'Outside
Completion Date' as defined in the Beckett Lake Facility Work
Letter."
"Beckett Lake Facility Purchase Price: The sum of (i) the
Allocated Initial Investment with respect to the Beckett Lake
Facility, as increased each Lease Year from and after the
applicable Original Lease Commencement Date for such Facility by
the Fixed Adjustment Factor (cumulative and compounded) for such
Facility (and, as also increased by the Fixed Adjustment Factor on
the date of closing if Lessee's purchase of the Leased Property of
such Facility occurs on any day other than the first (1
s1
) day of
a Lease Year with respect to such Facility), plus (ii) the
Beckett Lake Facility Excess Land Cost and Beckett Lake Facility
Excess Land Carry Allowance, each as increased each Lease Year
commencing upon the expiration of the first (1 5t )
Lease
Year immediately following the Beckett Lake Facility Excess Land
Cost Rent Reset Date, and upon the expiration of each Lease Year
thereafter, by the Fixed Adjustment Factor (cumulative and
compounded) for such Facility (and, as also increased by the Fixed
Adjustment Factor on the date of closing if Lessee's purchase of
the Leased Property of such Facility occurs on any day other than
the first (1 st )
day of
a Lease Year with respect to such Facility), plus (iii) all
Beckett Lake Facility Capital Addition Project Costs (other than
the Beckett Lake Facility Excess Land Cost and Beckett Lake
Facility Excess Land Carry Allowance) paid, funded or accrued by
Lessor under the Beckett Lake Facility Work Letter, as increased
each Lease Year commencing upon the expiration of the first (1
5t )
Lease
Year immediately following the Beckett Lake Facility Capital
Addition Rent Reset Date, and upon the expiration of each Lease
Year thereafter, by the Fixed Adjustment Factor (cumulative and
compounded) for such Facility (and, as also increased by the Fixed
Adjustment Factor on the date of closing if Lessee's purchase of
the Leased Property of such Facility occurs on any day other than
the first (1 St )
day of
a Lease Year with respect to such Facility). For purposes of this
definition of "Beckett Lake Facility Purchase Price," "Fixed
Adjustment Factor" shall mean Three Percent (3%); provided,
however, that if the closing of Lessee's purchase of the Leased
Property of the Beckett Lake Facility occurs on a date other than
the first (1 st )
day of
a Lease Year with respect to such Facility, then such "Fixed
Adjustment Factor" as of the date of such closing shall mean Three
Percent (3%) times a fraction, the numerator of which equals the
number of days elapsed in the Lease Year in which such closing
occurs, and the denominator of which is three hundred sixty
(360)."
"Beckett Lake Facility Put Event Price: The Beckett Lake
Facility Purchase Price."
"Beckett Lake Facility Rent Reset Lease Rate: On and as of the
Beckett Lake Facility Capital Addition Rent Reset Date, the greater
of (i) 8.75% and (ii) the ten-year U.S. Treasury Note rate
published in the Wall Street
Journal five (5) Business Days prior to the Beckett
Lake Facility Capital Addition Rent Reset Date and quoting the rate
as of the immediately prior Business Day, plus 4.25%."
"Beckett Lake Facility Work Letter: The Capital Addition
Project Work Letter (Beckett Lake Facility) of even date herewith
by and between Lessor and Lessee, and attached hereto as
Appendix A and incorporated herein by this
reference."
(b)
Supplemented Definitions. The following definitions
appearing in Article II of the Original Master Lease (as
amended by the First Amendment, the Second Amendment and the
Third Amendment) shall be supplemented as
follows:
Annual Minimum Capital Project Amount: With respect to the
Beckett Lake Facility, during each Lease Year with respect to such
Facility, Forty-Six Thousand Four Hundred Dollars ($46,400.00).
Notwithstanding the foregoing, Lessor and Lessee acknowledge that
the initial Annual Minimum Capital Project Amount for the Beckett
Lake Facility represents an amount equal to (A) the number of
licensed units and/or beds located at such Facility times
(B) Four Hundred Dollars ($400.00). In the event that the number of
licensed units for the Beckett Lake Facility is increased or
decreased in accordance with the terms of the Master Lease, as
hereby amended, including any increase attributable to the Beckett
Lake Facility Capital Addition Project, the Annual Minimum Capital
Project Amount for such 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 Facility times
(2) Four Hundred Dollars ($400.00).
Annual Minimum Capital Project Amount Overage: With respect to
the Beckett Lake 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 such 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 Facility in
accordance with the terms of Section 9.3.1 of the Master Lease, as
hereby amended, in excess of (b) the Annual Minimum Capital Project
Amount for such Facility for such prior two (2) Lease Year
period.
Fair Market Rental: With respect to the Beckett Lake Facility,
the definition of Fair Market Rental applicable to the Group 2
Facilities, the Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities and the Chestnut Hill Facility, but in each
instance relating to the Beckett Lake Facility.
Lease Year: With respect to the Beckett Lake Facility, the
first Lease Year for such Facility shall be the period commencing
on the applicable Restatement Date with respect to such Facility
and ending on the day immediately prior to the next occurring Lease
Year Reference Date, and each subsequent Lease Year for the Beckett
Lake Facility 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 the Beckett Lake 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.
Minimum Repurchase Price: With respect to the Beckett Lake
Facility, the Minimum Repurchase Price shall be equal to the
Beckett Lake Facility Purchase Price.
Original Lease Commencement Date: With respect to the Beckett
Lake Facility, the "Original Lease Commencement Date" as set forth
on Exhibit C to the Master Lease, as hereby
amended.
Restatement Date: With respect to the Beckett Lake Facility,
the Effective Date of this Amendment, which shall also be the
commencement date of the Master Lease, as hereby amended, with
respect to the Beckett Lake Facility.
(c)
Definition of Lessee. The definition of "Lessee" appearing
in Article II of the Original Master Lease (as amended and restated
pursuant to the First Amendment, the Second Amendment and the Third
Amendment) shall be further amended and restated to have the
meaning given to such term in the preamble of this
Amendment.
(d)
Amendment to Letter of Credit Amount. From and after the
Effective Date hereof, the percentage "7.7%" appearing in the
definition of "Letter of Credit Amount" in Article II of the
Original Master Lease (as amended and restated pursuant to the
First Amendment, the Second Amendment and the Third Amendment)
shall read "7.1%". In addition, Lessor and Lessee hereby
acknowledge and agree that HCP shall release and return to
Summerville 9 the cash security deposit of $323,837.75 previously
deposited by Summerville 9 with HCP pursuant to Summerville 9's
obligations under Article XXI of the Beckett Lake Facility Master
Lease.
(e)
Leased Property; Term. The phrase "Group 1 Facilities and
Group 2 Facilities, the Original Lease Commencement Date" appearing
in the last paragraph of Article I of the Original Master Lease (as
amended by the First Amendment, the Second Amendment and the Third
Amendment) is hereby amended to read "Group 1 Facilities, the Group
2 Facilities and the Beckett Lake Facility, the Original Lease
Commencement Date." In addition, the phrase "Original Leases or
hereunder" appearing in the last paragraph of Article I of the
Original Master Lease (as amended by the First Amendment, the
Second Amendment and the Third Amendment) is hereby amended to read
"Original Leases, the Beckett Lake Master Lease or
hereunder."
(f)
Minimum Rent. With respect to the Beckett Lake
Facility:
(i)
Subject to upward adjustment pursuant to clauses (ii),
(iii) and (iv) below, for the period from the Effective Date
through the expiration of the first (1 st )
Lease Year with respect to the Beckett Lake Facility, Lessee
shall pay to Lessor as monthly "Allocated Minimum Rent" for
the Beckett Lake Facility at the times and in the manner
provided in Section 3.1 of the Master Lease, as hereby
amended, the amount allocated to and set forth or determined
pursuant to the formula opposite the Beckett Lake Facility on
Exhibit C to the Master Lease, as hereby amended. The
first monthly payment of Allocated Minimum Rent for the
Beckett Lake Facility shall be payable on the Effective Date
(prorated as to any partial calendar month at the beginning of
the Term with respect to such Facility); to the extent any
"Rent" (as defined in the Beckett Lake Facility Master Lease)
has been paid in advance to HCP by Summerville 9 and any
portion of such "Rent" is applicable to a period extending
into the Term of the Master Lease, as hereby amended, the
applicable portion of such amounts paid shall be credited to
the total amount payable by Lessee as Allocated Minimum Rent
for the Beckett Lake Facility on the Effective Date;
and
(ii)
Effective as of the Beckett Lake Facility Excess Land
Cost Rent Reset Date, the then monthly Allocated Minimum Rent
with respect to the Beckett Lake Facility shall be further
increased by an amount equal to One-Twelfth (1/12th) of the
product of (i) the Beckett Lake Facility Excess Land Cost plus
the Beckett Lake Facility Excess Land Carry Allowance,
times (ii) the Beckett Lake Facility Rent Reset Lease
Rate.
(iii) Effective
as of the Beckett Lake Facility Capital Addition
Rent
Reset Date, the then monthly Allocated Minimum Rent with
respect to the Beckett Lake Facility shall be further
increased by an amount equal to One-Twelfth (1/12th) of the
product of (i) the total of all Beckett Lake Facility Capital
Addition Project Costs (excluding the Beckett Lake Facility
Excess Land Cost and the Beckett Lake Facility Excess Land
Carry Allowance) paid, funded or accrued by Lessor under the
Beckett Lake Facility Work Letter through the Beckett Lake
Facility Capital Addition Rent Reset Date, times (ii)
the Beckett Lake Facility Rent Reset Lease Rate.
(iv) Such
monthly Allocated Minimum Rent with respect to the Beckett
Lake Facility shall also be increased from time to time on the
date of any payment, funding or accrual of any Beckett Lake
Facility Capital Addition Project Costs (excluding the Beckett
Lake Facility Excess Land Cost and the Beckett Lake Facility
Excess Land Carry Allowance) pursuant to the Beckett Lake
Facility Work Letter following the Beckett Lake 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) the Beckett Lake Facility
Rent Reset Lease Rate. The increase in monthly Allocated
Minimum Rent with respect to the Beckett Lake Facility
pursuant to clause (ii) and (iii) above or this clause (iv)
shall be prorated based upon the number of days for which the
different rental amounts apply.
(v) In
addition to the increases provided for in clauses (ii), (iii)
and (iv) above, commencing upon the expiration of the first (1
st )
Lease Year for the Beckett Lake Facility and upon the
expiration of each Lease Year thereafter during the Fixed Term
for the Beckett Lake Facility, the then current monthly
Allocated Minimum Rent for such Facility for such Lease Year
shall be increased by an amount equal to the Beckett Lake
Facility Escalator.
(vi) For
the first (1 st )
Lease Year of each Extended Term for the Beckett Lake
Facility, if any, the monthly Allocated Minimum Rent for the
Beckett Lake Facility shall be equal to the greater of (a) the
then current monthly Fair Market Rental for such Facility and
(b) the monthly Allocated Minimum Rent payable for such
Facility during the last Lease Year of the immediately
preceding Term, as increased by the Beckett Lake Facility
Escalator.
(vii) Commencing
upon the expiration of the first (1 st )
Lease Year of each Extended Term, if any, for the Beckett Lake
Facility and upon the expiration of each Lease Year thereafter
during such Extended Term, the then current monthly Allocated
Minimum Rent for such Facility shall be increased by an amount
equal to the Beckett Lake Facility Escalator.
(viii) The
last paragraph of 3.1 of the Original Master Lease shall apply
with respect to any adjustment of the Allocated Minimum Rent
with respect to the Beckett Lake Facility pursuant to clauses
(ii) through (vi) above.
(ix) Lessee
shall continue to pay all Minimum Rent with respect to the
balance of the Facilities at the times, in the manner and in
the amounts set forth in or determined by the Master Lease, as
hereby amended.
(g)
Condition of the Leased Property. The phrase "the Group
1 Facilities and Group 2 Facilities, the Original Lease
Commencement Date" appearing in clause (i) and in clause (a)
of Section 7.1 of the Original Master Lease (as amended by the
First Amendment, the Second Amendment and the Third Amendment)
is hereby amended to read "the Group 1 Facilities, the Group 2
Facilities and the Beckett Lake Facility, the applicable
Original Lease Commencement Date," in each
instance.
(h)
Exception to Prohibited Area. Notwithstanding anything to
the contrary in the Master Lease, as hereby amended, the Willis of
Section 7.4.1 of the Original Master Lease (as amended by the First
Amendment, the Second Amendment and the Third Amendment) shall not
apply to that certain facility located at 2750 Drew St.,
Clearwater, Florida, and more commonly known as Summerville at
Clearwater.
(i)
Maintenance and Repair. The phrase "the Group 1 Facilities
and Group 2 Facilities, the applicable Original Lease Commencement
Date" appearing in Section 9.1.1 of the Original Master Lease (as
amended by the First Amendment, the Second Amendment and the Third
Amendment) is hereby amended to read "the Group 1 Facilities, the
Group 2 Facilities and the Beckett Lake Facility, the applicable
Original Lease Commencement Date." The phrase "Group 3 Facilities,
the Restatement Date" appearing in Section 9.1.1 of the Original
Master Lease (as amended by the First Amendment, the Second
Amendment and the Third Amendment) is hereby amended to read "Group
3 Facilities, the Group 4 Facilities, the Group 5 Facilities and
the Chestnut Hill Facility, the applicable Restatement
Date."
(j)
Capital Projects. The phrases
"Group 3 Facilities, Group 4 Facilities, Group 5 Facilities and
Chestnut Hill Facility" and "Group 3 Facility, Group 4 Facility,
Group 5 Facility or Chestnut Hill Facility" appearing a number of
times in Section 9.3 of the Original Master Lease (as amended by
the First Amendment, the Second Amendment and the Third Amendment)
are hereby amended to read "Group 3 Facilities, Group 4 Facilities,
Group 5 Facilities, Chestnut Hill Facility and Beckett Lake
Facility" and "Group 3 Facility, Group 4 Facility, Group 5
Facility, Chestnut Hill Facility or Beckett Lake Facility,"
respectively, in each instance.
(k)
Liens. The phrase "Group 1 Facilities and Group 2
Facilities, the Original Lease Commencement Date, with respect to
such Group 1 Facility or Group 2 Facility" appearing in Section
11.1 of the Original Master Lease (as amended by the First
Amendment, the Second Amendment and the Third Amendment) is hereby
amended to read "Group 1 Facilities, the Group 2 Facilities and the
Beckett Lake Facility, the applicable Original Lease Commencement
Date, with respect to such Group 1 Facility, Group 2 Facility, or
Beckett Lake Facility."
(
l
)
Casualty. For purposes of Section 14.2.1
and 14.2.2 of the Original Master
Lease (as amended by the First Amendment, the Second Amendment
and the Third Amendment), the purchase price as provided
therein with respect to the Beckett Lake Facility shall be the
greater of (i) the Beckett Lake Facility Minimum Repurchase
Price, and (ii) the Fair Market Value of the Beckett Lake
Facility immediately prior to such damage or
destruction.
(m)
Condemnation. For purposes of Section 15.1.4 of the
Original Master Lease (as amended by the First Amendment, the
Second Amendment and the Third Amendment), Lessor shall be
entitled to receive from any Award relating to the Beckett
Lake Facility, subject to the rights of Facility Mortgagees,
no less than the greater of (i) the Beckett Lake Facility
Minimum Repurchase Price, and (ii) the Fair Market Value of
the Beckett Lake Facility immediately prior to the institution
of the Condemnation.
(n)
Events of Default. The phrase "the Group 3 Facility Contract
of Acquisition, the Group 4 Facilities Contract of Acquisition, the
Group 5 Facilities Contract of Acquisition and/or the Chestnut Hill
Facility Contract of Acquisition" appearing in each of Sections
16.1(a) and 16.1(k) of the Original Master Lease (as amended by the
First Amendment, the Second Amendment and the Third Amendment) is
hereby replaced with the phrase "the Group 3 Facility Contract of
Acquisition, the Group 4 Facilities Contract of Acquisition, the
Group 5 Facilities Contract of Acquisition, the Chestnut Hill
Facility Contract of Acquisition and/or the Beckett Lake Facility
Contract of Acquisition."
(o)
Lessee's Obligation to Purchase. For purposes of Section
16.5 of the Original Master Lease (as amended by the First
Amendment, the Second Amendment and the Third Amendment), the
amount required to be paid by Lessee upon any exercise of Lessor's
rights to require Lessee to purchase the Beckett Lake Facility
following a Put Event pursuant to such Section shall be equal to
the Beckett Lake Facility Put Event Price for such Facility, plus,
in any event, all Rent then due and payable (excluding the
installment of Minimum Rent due on the purchase date) under the
Master Lease, as hereby amended, with respect to such Beckett Lake
Facility.
(p)
Quiet Enjoyment. The phrase "Group 1 Facilities and the
Group 2 Facilities, the Original Lease Commencement Date" appearing
in Section 32.1 of the Original Master Lease (as amended by the
First Amendment, the Second Amendment and the Third Amendment) is
hereby amended to read "Group 1 Facilities, the Group 2 Facilities
and the Beckett Lake Facility, the applicable Original Lease
Commencement Date." In addition, the phrase "Original Leases or
hereunder" appearing in Section 32.1 of the Original Master Lease
(as amended by the First Amendment, the Second Amendment and the
Third Amendment) is hereby amended to read "Original Leases, the
Beckett Lake Master Lease or hereunder."
(q)
Lessee's Option to Purchase.
(i)
Section 35.1.5 of the Original Master Lease (as amended
by the First Amendment, the Second Amendment and the Third
Amendment) is hereby further amended to read, in its entirety,
as follows:
"35.1.5
Beckett Lake Facility. Provided no Event of Default has
occurred and is continuing hereunder, Lessee shall have the
option to purchase the Leased Property of the Beckett Lake
Facility upon the expiration of the tenth (10 th )
Lease Year of the Beckett Lake Facility, for an amount equal
to the Beckett Lake Facility Purchase Price."
(ii)
A new Section 35.1.6 is added to the Original Master Lease to
read, in its entirety, as follows:
"35.1.6
General. Lessee shall exercise the option(s) to
purchase the Leased Property set forth in Sections 35.1.1,
35.1.2, 35.1.3, 35.1.4 and/or 35.1.5 above, as applicable, by
(i) opening an escrow (the 'Escrow') with and by depositing
either (1) cash or (2) a letter of credit from a financial
institution and in form in each case acceptable to Lessor, the
sum of Two and One-Half Percent (2.5%) of (A) with respect to
the Group 1 Facility(ies), the Minimum Repurchase Price, (B)
with respect to the Group 3 Facilities and Group 4 Facilities,
the sum of (x) the Group 3 Facility Purchase Price for all of
the Group 3 Facilities, plus (y) the Group 4 Facility
Purchase Price for all of the Group 4 Facilities (as
reasonably estimated by Lessor with respect to any Group 4
Facility for which the Group 4 Facility Purchase Price has not
yet been determined), (C) with respect to the Group 5
Facilities, the Group 5 Facility Purchase Price for all of the
Group 5 Facilities (as reasonably estimated by Lessor with
respect to any Group 5 Facility for which the Group 5 Facility
Purchase Price has not yet been determined), (D) with respect
to the Chestnut Hill Facility, the Chestnut Hill Facility
Purchase Price (as reasonably estimated by Lessor with respect
to such Facility if the Chestnut Hill Facility Purchase Price
has not yet been determined), and (E) with respect to the
Beckett Lake Facility, the Beckett Lake Facility Purchase
Price (the 'Opening Deposit') and a copy of this Lease with a
national title company reasonably acceptable to Lessor
("Escrow Holder") and giving written notice to Lessor of such
deposit with Escrow Holder no earlier than fifteen (15) months
and not less than twelve (12) months prior to the expiration
of (v) with respect to the Group 1 Facility(ies), the Fixed
Term or the Extended Term, as applicable, (w) with respect to
the Group 3 Facilities and Group 4 Facilities, the tenth (10
th )
Lease Year of the Group 4 Facilities, (x) with respect to the
Group 5 Facilities, the tenth (10 th )
Lease Year of the Group 5 Facilities, (y) with respect to the
Chestnut Hill Facility, the tenth (10 th )
Lease Year of the Chestnut Hill Facility and (z) with respect
to the Beckett Lake Facility, the tenth (10 th )
Lease Year of the Beckett Lake Facility, and (ii) delivering
to Lessor concurrent with such notice a reaffirmation of the
Guaranty executed by Guarantors stating, in substance, that
Guarantors' obligations under the Guaranty shall extend to the
purchase contract formed by Lessor and Lessee upon proper and
timely exercise of such option. If Lessee shall not be
entitled to exercise such option (e.g., by reason of an Event
of Default) or shall be entitled to exercise the same but
shall fail to do so within the time and in the manner herein
provided, such option shall lapse and thereafter not be
exercisable by Lessee. No failure by Lessor to notify Lessee
of any defect in any attempted exercise of the foregoing
option shall be deemed a waiver by Lessor of the right to
insist upon Lessee's exercise of such option in strict
accordance with the provisions hereof. In the event that
Lessee shall properly and timely exercise such option, then
such transaction shall be consummated on or within ten (10)
days after the expiration of (i) with respect to the Group 1
Facility(ies), the Fixed Term or the Extended Term, as
applicable, (ii) with respect to the Group 3 Facilities and
Group 4 Facilities, the tenth (10 th )
Lease Year of the Group 4 Facilities, (iii) with respect to
the Group 5 Facilities, the tenth (10 th )
Lease Year of the Group 5 Facilities, (iv) with respect to the
Chestnut Hill Facility, the tenth (10 th )
Lease Year of the Chestnut Hill Facility and (v) with respect
to the Beckett Lake Facility, the tenth (10 th )
Lease Year of the Beckett Lake Facility, but in all cases
subject to any delays resulting from (A) a cause described in
Section 45.1.16 below or (B) Lessor's breach of its
obligations set forth in this Section 35 (the `Outside Closing
Date')."
(r)
Exhibits and
Schedules.
(i)
Supplements to Exhibit A. Exhibits A-23 attached
hereto is hereby appended to and shall become part of Exhibit
A to the Master Lease, as hereby amended.
(ii)
Replacement of Exhibit C and Schedule 7.4.1.
Exhibit C and Schedule 7.4.1 to the Original Master
Lease (as amended by the First Amendment, the Second Amendment and
the Third Amendment) are hereby further amended and replaced, in
their entirety, with Exhibit C and Schedule 7.4.1
attached hereto, respectively.
(iii)
Beckett Lake Facility Work Letter. Appendix A
attached hereto
is hereby appended to and shall become part of the Master
Lease, as hereby amended.
5.
Beckett Lake Facility Capital Addition
Project.
(a) Notwithstanding
Section 10.1 of the Original Master Lease (as amended by the
First Amendment, the Second Amendment and the Third Amendment)
and subject to this Paragraph 5 of this Amendment, Lessor has
agreed to fund the construction of the Beckett Lake Facility
Capital Addition Project in accordance with and pursuant to
the teems of the Master Lease, as hereby amended, and the
Beckett Lake Facility Work Letter. Lessee hereby covenants,
agrees, and is obligated to commence, complete and perform
timely all obligations of Lessee with respect to the Beckett
Lake Facility Capital Addition Project as set forth in and in
accordance with the terms of the Beckett Lake Facility Work
Letter. Notwithstanding anything to the contrary in the Master
Lease, as hereby amended, the Beckett Lake Facility Capital
Addition Project shall at all times be deemed a "Capital
Addition" for purposes of the Master Lease, as hereby amended,
and all amounts paid, funded or accrued by Lessor on account
of the Beckett Lake Facility Capital Addition Project pursuant
to the Beckett Lake Facility Work Letter shall be deemed for
all purposes as Capital Addition Costs paid for by Lessor
under the Master Lease, as hereby amended.
(b) Lessor
and Lessee acknowledge and agree that the Beckett Lake
Facility Work Letter is intended to amend, restate and
supersede in its entirety, theoriginal Beckett Lake Facility
Work Letter attached as Exhibit F to the Beckett Lake Facility
Master Lease (the "Original Beckett Lake Facility Work
Letter"), which shall be of no further force and effect as of
the Effective Date. Lessor and Lessee further acknowledge and
agree that, notwithstanding anything to the contrary in
Section 10.3 of the Beckett Lake Facility Master Lease, (i)
the Beckett Lake Lodge Capital Addition Rent Reset Date (as
defined in the Beckett Lake Facility Master Lease) has not
occurred, (ii) the Beckett Lake Lodge Capital Addition Project
Costs (as defined in the Beckett Lake Facility Master Lease),
including the Excess Land Cost (as defined in the Original
Beckett Lake Facility Work Letter), and Lessor's Work Letter
Costs (as defined in the Original Beckett Lake Facility Work
Letter) have not yet been paid, funded, or accrued (except
with respect to the Excess Land Carry Allowance (as defined in
the Beckett Lake Facility Work Letter), which has accrued
interest since the applicable Original Lease Commencement Date
with respect to the Beckett Lake Facility at the Carry Rate
(as defined in the Beckett Lake Facility Work Letter) as
provided in the Beckett Lake Facility Work Letter attached
hereto, and (iii) the Allocated Minimum Rent with respect to
the Beckett Lake Facility has not been increased on account
thereof, as otherwise provided in Section 10.3 of the Beckett
Lake Facility Master Lease and otherwise set forth in Exhibit
E-1 thereto.
6.
Reimbursement of 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 are and shall be reimbursed to Lessor by Lessee. As of
the date hereof, Lessor estimates such costs and fees to be $,
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.
7.
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 organizationifol illation, 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.
(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.
8.
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 (including the Collateral relating to the Beckett Lake
Facility).
9.
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.
10.
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.
11.
Transfer Consideration. Lessor and Lessee acknowledge that
(a) the Transfer Consideration Facilities currently consist of the
Group 1
Facilities and the Group 2 Facilities only, (b) the Group 3
Facilities, the Group 4 Facilities, the Group 5 Facilities, the
Chestnut Hill Facility and the Beckett Lake Facility are not deemed
Transfer Consideration Facilities, and (c) Lessee shall have no
obligation to pay Transfer Consideration in connection with any
Transfer relating to such Group 3 Facilities, Group 4 Facilities,
Group 5 Facilities, Chestnut Hill Facility or Beckett Lake
Facility.
12.
Acknowledgements Regarding Determination of Purchase Price
and Put Event Price of Other
Facilities.
(a)
Facility Purchase Price. Lessor and Lessee hereby
acknowledge and agree that, notwithstanding anything to the
contrary in the Original Master Lease (as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment), for purposes of determining the Group 3 Facility
Purchase Price, the Group 4 Facility Purchase Price (other than
with respect to the (West) Ocala Facility and the Houston
Facility), the Group .5 Facility Purchase Price, and the Chestnut
Hill Facility Purchase Price, in the event the date of closing of
Lessee's purchase of the Leased Property of any of the Group 3
Facilities, the Group 4 Facilities (other than the (West) Ocala
Facility and the Houston Facility), the Group 5 Facilities, or the
Chestnut Hill Facility pursuant to the terms of the Master Lease,
as hereby amended, occurs on any day other than the first (1
st )
day of
a Lease Year with respect to the applicable Facility(ies), then the
annually compounded return applicable for the Lease Year in which
such closing occurs shall be an amount equal to Three Percent (3%)
times a fraction, the numerator of which equals the number of days
elapsed in the Lease Year in which such closing occurs, and the
denominator of which is three hundred sixty (360).
(b)
Facility Put Event Price. Lessor and Lessee hereby further
acknowledge and agree that, notwithstanding anything to the
contrary in the Original Master Lease (as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment), for purposes of determining the Group 3 Facility Put
Event Price, the Group 4 Facility Put Event Price (other than with
respect to the (West) Ocala Facility and the Houston Facility), the
Group 5 Facility Put Event Price, or the Chestnut Hill Facility Put
Event Price, in the event the date of closing of Lessee's purchase
of the Leased Property of any of the Group 3 Facilities, the Group
4 Facilities (other than the (West) Ocala Facility and the Houston
Facility), the Group 5 Facilities, or the Chestnut Hill Facility
pursuant to the terms of the Master Lease, as hereby amended,
occurs on any day other than the first (1 st )
day of
a Lease Year with respect to the applicable Facility(ies), then for
purposes of determining the annually compounded return applicable
for the Lease Year in which such closing occurs:
(i)
the Group 3 Facility Escalator, Group 4 Facility
Escalator with respect to each Group 4 Acquisition Facility,
Group 5 Facility Escalator or Chestnut Hill Facility
Escalator, as applicable, shall be an amount equal to the
greater of (A) Seventy-Five Percent (75%) of the Partial Lease
Year CPI Increase (as defined below) or (ii) Two and
Three-Quarters Percent (2.75%) times a fraction, the numerator
of which equals the number of days elapsed in the Lease Year
in which such closing occurs, and the denominator of which is
three hundred sixty (360).
(ii) the
Group 4 Facility Escalator with respect to each Group 4
Transfer Facility shall be an amount equal to the lesser of
(A) Five Percent (5%) or (B) the greater of (1) the Partial
Lease Year CPI Increase or (ii) Two Percent (2%) times a
fraction, the numerator of which equals the number of days
elapsed in the Lease Year in which such closing occurs, and
the denominator of which is three hundred sixty
(360).
For
purposes of this Paragraph 12(b), the "Partial Lease Year CPI
Increase" shall mean the percentage increase, if any, in (i)
the Cost of Living Index published for the month which is two
(2) months prior to the date of closing of Lessee's purchase
of the Leased Property of the applicable Facility, over (ii)
the Cost of Living Index published for the month which is two
(2) months prior to the commencement of the then current Lease
Year with respect to such Facility.
13.
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. Lessor and Lessee
hereby agree that all prior or contemporaneous oral understandings,
agreements or negotiations relative to the leasing of the Leased
Property are merged into and revoked by the Master Lease, as hereby
amended. Without limiting the generality of the foregoing, any
exhibits, schedules or abstracts of the Beckett Lake Facility
Master Lease (as well as the Beckett Lake Facility Master Lease
itself) and any other materials prepared in connection with the
Master Lease, as hereby amended, are hereby merged into and revoked
by the Master Lease, as hereby amended.
14.
Consolidation and Restatement of Beckett Lake Facility Master
Lease. This Amendment amends, consolidates, supersedes and
restates, and the Master Lease, as hereby amended, accordingly
amends, consolidates, supersedes and restates in its entirety, the
Beckett Lake Facility Master Lease, and, to the extent applicable,
shall constitute an assignment by Summerville 9 of the Beckett Lake
Facility Master Lease to all parties constituting "Lessee"
hereunder, jointly and severally. Lessor, Current Lessee, and
Summerville 9 acknowledge and agree that, effective as of the
Effective Date, Lessee shall continue to occupy the Leased Property
of the Beckett Lake Facility pursuant to the Beckett Lake Facility
Master Lease, as amended, consolidated, superseded and restated by
the Master Lease, as hereby amended. Notwithstanding the foregoing
amendment, consolidation and restatement of the Beckett Lake
Facility Master Lease, the following obligations of Summerville 9
under the Beckett Lake Facility Master Lease, prior to amendment,
consolidation and restatement hereby, shall be preserved and
continue subsequent to amendment, consolidation and
restatement:
(a) Summerville
9 shall remain responsible for and shall indemnify and hold
Lessor harmless from and against any and all claims,
liabilities, damages, actions and causes of action, costs and
expenses, including attorneys' fees, for which Summerville 9
is responsible pursuant to the Beckett Lake Facility Master
Lease and which accrue or have accrued on or before the
Effective Date.
(b) Summerville
9 shall remain responsible for all obligations of "Lessee"
under the Beckett Lake Facility Master Lease which have
accrued on or before the Effective Date until full and
complete payment and/or performance of the same.
15.
Beckett Lake Facility Guaranty. The Beckett Lake
Facility Guarantor under the Beckett Lake Facility Guaranty is
hereby released from all obligations under the Beckett Lake
Facility Guaranty which accrue after the Effective Date, but
shall remain responsible for all obligations of "Guarantor"
under the Beckett Lake Facility Guaranty which have accrued on
or before the Effective Date until full and complete payment
and/or perfollnance of the same.
16.
Opinions of Counsel. As a condition to the effectiveness of
this Amendment, Lessor shall have received from Lessee within
twenty (20) days of the Effective Date an opinion or opinions of
counsel to Lessee with respect to matters relating to Lessee and
the Lease, as hereby amended, addressed to Lessor, in form and
substance reasonably acceptable to Lessor.
17.
Scrivener's Corrections. The references to "Facility
Mortgages" in Paragraph 4(k) (Condemnation) of the First Amendment,
Paragraph 4(k) (Condemnation) of the Second Amendment, and
Paragraph 4(k) (Condemnation) of the Third Amendment shall be
replaced with references to "Facility Mortgagees."
[Signatures on Next Page]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the day and year first written
above.
|
LESSOR:
|
|
HEALTH
CARE PROPERTY INVESTORS, INC.,
|
|
| |
|
a
Maryland corporation
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Paul Gallagher
|
|
| |
|
|
Paul
Gallagher
|
|
| |
|
Its:
|
Executive
Vice President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
/s/
Sandra Burg
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Sandra
Burg
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
/s/
Michelle Peffer
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Michelle
Peffer
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
WESTMINSTER
HCP, LLC,
|
|
| |
|
a
Delaware limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
HCPI/Tennessee,
LLC,
|
|
| |
|
|
a
Delaware limited liability company,
|
|
| |
|
|
its
Sole Member.
|
|
| |
|
|
|
|
| |
|
By:
|
Health
Care Property Investors, Inc.,
|
|
| |
|
|
a
Maryland corporation,
|
|
| |
|
|
its
Managing Member
|
|
| |
|
|
|
|
|
|
|
By:
|
/s/
Paul
Gallagher
|
|
| |
|
|
Paul
Gallagher
|
|
| |
|
Its:
|
Executive
Vice President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Sandra Burg
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Sandra
Burg
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Michelle Peffer
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Michelle
Peffer
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
LESSOR
(Continued):
|
|
TEXAS
HCP HOLDING, L.P.,
|
|
| |
|
a
Delaware limited partnership
|
|
| |
|
|
|
|
| |
|
By:
|
Texas
HCP G.P., Inc.,
|
|
| |
|
|
a
Delaware corporation
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Paul Gallagher
|
|
| |
|
|
Paul
Gallagher
|
|
| |
|
Its:
|
Executive
Vice President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
| |
|
/s/
Sandra Burg
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Sandra
Burg
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
/s/
Michelle Peffer
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Michelle
Peffer
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
HCP
AL OF FLORIDA, LLC,
|
|
| |
|
a
Delaware limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
Health
Care Property Investors, Inc.,
|
|
| |
|
|
a
Maryland corporation,
|
|
| |
|
|
its
Managing Member
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Paul
Gallagher
|
|
| |
|
|
Paul
Gallagher
|
|
| |
|
Its:
|
Executive
Vice President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
| |
|
/s/
Sandra Burg
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Sandra
Burg
|
|
| |
|
(print)
|
|
| |
|
|
|
| |
|
/s/
Michelle Peffer
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Michelle
Peffer
|
|
| |
|
(print)
|
|
|
LESSEE:
|
|
LH
ASSISTED LIVING, LLC,
|
|
| |
|
a
Delaware limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
|
|
|
(print)
|
|
| |
|
|
|
|
| |
|
SUMMERVILLE
AT COBBCO, INC.,
|
|
| |
|
a
California corporation
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
|
LESSEE
(Continued):
|
|
SUMMERVILLE
AT HILLSBOROUGH, L.L.C.,
|
|
| |
|
a
New Jersey limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
SUMMERVILLE
AT OCOEE, INC.,
|
|
| |
|
a
Delaware corporation
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
|
LESSEE
(Continued):
|
|
SUMMERVILLE
AT PORT ORANGE, INC.,
|
|
| |
|
a
Delaware corporation
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
SUMMERVILLE
AT PRINCE WILLIAM, INC.,
|
|
| |
|
a
Delaware corporation
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
LESSEE
(Continued):
|
|
SUMMERVILLE
AT STAFFORD, L.L.C.,
|
|
| |
|
a
New Jersey limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
| |
|
|
|
|
| |
|
SUMMERVILLE
AT VOORHEES, L.L.C.,
|
|
| |
|
a
New Jersey limited liability company
|
|
| |
|
|
|
|
| |
|
By:
|
/s/
Granger Cobb
|
|
| |
|
|
Granger
Cobb, President
|
|
| |
|
|
|
|
| |
|
WITNESSES
|
|
| |
|
|
|
|
|
|
|
/s/
Carol Phillips
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Carol
Phillips
|
|
| |
|
(print)
|
|
| |
|
|
|
|
|
|
|
/s/
Melanie Werdel
|
|
| |
|
(signature)
|
|
| |
|
Name:
|
Melanie
Werdel
|
|
| |
|
(print)
|
|
|
