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EXHIBIT
10.62
SECOND AMENDMENT TO MASTER
LEASE AGREEMENT
THIS SECOND AMENDMENT TO
MASTER LEASE AGREEMENT (“Amendment”) is dated as of
December 5, 2007 (“Amendment Effective Date”)
among HCRI MASSACHUSETTS PROPERTIES TRUST, a Massachusetts
business trust organized under the laws of the Commonwealth of
Massachusetts (“HCN-MA” and a “Landlord”),
having its principal office located at One SeaGate, Suite 1500, P.
0. Box 1475, Toledo, Ohio 43603-1475, HCRI MASSACHUSETTS
PROPERTIES TRUST II, a Massachusetts business trust organized
under the laws of the Commonwealth of Massachusetts (“HCN-MA
II” and a “Landlord”), having its principal
office located at One SeaGate, Suite 1500, P, O. Box 1475, Toledo,
Ohio 43603-1475, and KINDRED HOSPITALS EAST, L.L.C., a
Delaware limited liability company organized under the laws of the
State of Delaware (“Tenant”), having its chief
executive office located at 680 South Fourth Avenue, Louisville,
Kentucky 40202.
R E C I T A L S
A. Landlord has leased to
Tenant property located in Massachusetts (collectively called
“Property”) pursuant to a Master Lease Agreement dated
as of February 28, 2006, as amended from time to time
(“Lease”).
B. Under the Lease, Tenant
has an option to purchase the Property prior to the end of the
Lease Term. Tenant has requested that Landlord extend the time
during which this option can be exercised by three months. Landlord
has agreed to this request subject to the terms and conditions of
this Amendment.
C. Landlord and Tenant desire
to amend the Lease to modify the terms and conditions of the early
option.
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. Definitions . Any
capitalized terms not defined in this Amendment shall have the
meaning set forth in the Lease.
2. Early Option to
Purchase . Section 13.7 of the Lease is hereby amended to
read in its entirety as follows (added language in
italics):
13.7 Early Option to
Purchase . Notwithstanding any provision to the contrary
contained in this Article 13, Tenant may exercise the Option to
Purchase all of the Leased Property by giving notice of such
exercise within 27 months after the Effective Date
(“Early Option Period”) subject to the same terms and
conditions of this Article 13 except for §13.3 and except that
[i] the required Purchase Notice may be given at any time during
the Early Option Period; [ii] the Option Price for the Leased
Property shall
be $72,225,000.00; [iii] the
purchase of the Leased Property shall close no later than 90 days
after Landlord’s receipt of the Purchase Notice; and [iv] no
Event of Default shall have occurred and be continuing. The Option
to Purchase pursuant to this §13.7 shall be referred to as the
“Early Option”.
3. Affirmation .
Except as specifically modified by this Amendment, the terms and
provisions of the Lease are hereby affirmed and shall remain in
full force and effect.
4. Binding Effect .
This Amendment will be binding upon and inure to the benefit of the
successors and permitted assigns of Landlord and Tenant.
5. Further
Modification . The Lease may be further modified only by
writing signed by Landlord and Tenant.
6. Counterparts . This
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.
7. Consent of
Guarantor . This Amendment shall have no force or effect unless
and until each Guarantor has executed the Consent of Guarantor set
forth below.
[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, Landlord
and Tenant have executed this Amendment as of the date first set
forth above.
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| Signed and acknowledged in the presence of: |
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HCRI MASSACHUSETTS PROPERTIES TRUST |
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Signature
Print Name
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/s/ Rita J. Rogge
Rita J. Rogge
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By: |
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HCRI Massachusetts Properties, Inc., as Trustee, and not
individually, and subject to the provisions of the Declaration of
Trust of HCRI Massachusetts Properties Trust filed with the
Secretary of the Commonwealth of Massachusetts and the City Clerk
of Boston |
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| Signature |
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/s/ Donna J.
Lunsford
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| Print Name |
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Donna J.
Lunsford |
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By: |
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/s/ Erin C. Ibele
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Erin C.
Ibele |
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Senior
Vice President – |
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