Exhibit 10.1
THIRD AMENDMENT TO MASTER LEASE
AGREEMENT
THIS THIRD AMENDMENT TO MASTER LEASE
AGREEMENT (“Amendment”) is dated as of
September 26, 2008 (“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. O. 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. As of the Amendment Effective
Date of this Amendment, HCN-MA is selling the Braintree Facility to
an affiliate of Tenant.
C. Landlord and Tenant desire to
amend the Lease to remove the Braintree Facility and to modify
certain terms and conditions.
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. Amended Definitions . The
definition of “Rent Schedule” in §1.4 of the
Lease is hereby amended to read in its entirety as follows (added
language in italics):
“Rent Schedule” means
the schedule issued by Landlord to Tenant showing the Base Rent to
be paid by Tenant pursuant to the terms of this Lease, as such
schedule is amended from time to time by Landlord. The initial Rent
Schedule is attached to this Lease as Schedule 1 or will be
attached following Closing if the Rent Schedule cannot be
determined until the day of Closing. The Rent Schedule to be in
effect upon the Amendment Effective Date of the First Amendment to
Master Lease Agreement is attached as Schedule 1-A. The
Rent Schedule to be in effect upon the Amendment Effective
Date of the Third Amendment to Master Lease Agreement is attached
as Schedule 1-B.
3. 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 and
closing on the purchase of the Leased Property on or before
March 31, 2009 (“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 $
49,949,000.00 ; [iii] the purchase of the Leased
Property shall close no later than March 31, 2009 ; 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”.
4. Amendment Rent Schedule .
The Lease is hereby amended to add a new Schedule 1-B in the form
of Schedule 1-B attached hereto and made a part hereof.
5. Legal Description . The
Lease is hereby amended to delete Exhibit A-1 in its
entirety.
6. Permitted Exceptions . The
Lease is hereby amended to delete Exhibit B-1 in its
entirety.
7. Facility Information .
Exhibit C of the Lease is hereby amended to read in its
entirety as set forth on Exhibit C attached hereto and made a
part hereof.
8. 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.
9. Binding Effect . This
Amendment will be binding upon and inure to the benefit of the
successors and permitted assigns of Landlord and Tenant.
10. Further Modification .
The Lease may be further modified only by writing signed by
Landlord and Tenant.
11. 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.
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12. 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.
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IN WITNESS WHEREOF, Landlord and
Tenant have executed this Amendment as of the date first set forth
above.
