FIRST AMENDMENT TO MASTER LEASE AND LETTER OF CREDIT AGREEMENT AND CONSENT OF GUARANTOR
Exhibit 10.1
FIRST AMENDMENT TO MASTER LEASE
AND LETTER OF CREDIT AGREEMENT
AND CONSENT OF GUARANTOR
THIS FIRST AMENDMENT TO MASTER LEASE AND LETTER OF CREDIT AGREEMENT AND CONSENT OF GUARANTOR (the “Agreement”) is entered into on June 29, 2006, to be retroactively effective as of June 1, 2006 (the “Effective Date”), by and among the entities listed on the signature pages hereto as “Landlord” (individually and collectively, “Landlord”), the entities listed on the signature pages hereto as “Tenant” (individually and collectively, “Tenant”), and HEARTHSTONE SENIOR SERVICES, L.P., a Delaware limited partnership (“Guarantor”).
R E C I T A L S
A. Landlord, as lessor, and Tenant, as lessee, are parties to that certain Master Lease dated as of May 31, 2006 (the “Master Lease”), pursuant to which, among other things, Landlord leases to Tenant the “Premises” described therein. Initially capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Master Lease.
B. In connection with the Master Lease, Landlord and Tenant are also parties to that certain Letter of Credit Agreement of even date with the Master Lease (the “LC Agreement”), pursuant to which, among other things, Tenant has posted with Landlord the Letter of Credit described therein as partial collateral for the performance of its obligations under the Master Lease.
C. Pursuant to the Guaranty of even date with the Master Lease (the “Guaranty”), Guarantor has, among other things, guarantied to Landlord the performance by Tenant of its obligations under the Master Lease and LC Agreement.
D. Landlord, Tenant and Guarantor now desire to amend the Master Lease, LC Agreement and Guaranty to, among other things, make certain clarifications to the Master Lease, all as more particularly set forth herein.
A G R E E M E N T
NOW, THEREFORE, taking into account the foregoing Recitals, and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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1. Amendments to Master Lease. The Master Lease is hereby specifically amended as set forth in this Section 2.
(a) Initial Term Rent. Section 2.1(a) of the Master Lease is amended and restated in its entirety as follows:
“During the Initial Term, subject to the redetermination thereof pursuant to Section 2.2, “Minimum Rent” is Thirty-One Million Five Hundred Eighty-Two Thousand One Hundred Eighty-One Dollars ($31,582,181) per Lease Year, payable in advance in twelve (12) equal monthly installments. Commencing with the second (2nd) Lease Year and continuing thereafter during the Term (excluding the eighth (8th) Lease Year of the Initial Term and the first (1st) Lease Year of any Renewal Term as further provided in Section 2.2), Tenant agrees to pay “Additional Rent” to Landlord monthly in advance together with the payment of Minimum Rent. Such Additional Rent (which shall be expressed as an annual amount but shall be payable in equal monthly installments) shall be equal to the sum of (a) the Additional Rent for the immediately preceding Lease Year and (b) the sum of (I) the product of (i) the Minimum Rent and Additional Rent due for the immediately preceding Lease Year and (ii) one percent (1%), and (II) the product of (i) the Minimum Rent and Additional Rent due for the immediately preceding Lease Year and (ii) the lesser of (x) two percent (2.0%) or (y) a percentage equal to five (5) times the CPI Increase. During the Initial Term (but not during any Renewal Term), Tenant shall also pay “Supplemental Rent,” which shall be calculated on a quarterly basis in an amount equal to the Applicable Percentage of Revenue, multiplied by Revenue for the applicable fiscal quarter. Supplemental Rent shall be due and payable as follows: (A) during each of the first two (2) Lease Years (each an “Accrual Year”), Supplemental Rent shall accrue but shall not be payable; (B) in the third (3rd) Lease Year, in addition to amounts payable pursuant to the following clause (C), Tenant shall pay the aggregate amount of Supplement Rent for the first two (2) Lease Years accrued in accordance with the preceding clause (A) in twelve (12) equal monthly installments, which shall be payable with each payment of Minimum Rent during such Lease Year, and (C) in each Lease Year during the Initial Term commencing with the third (3rd) Lease Year, Tenant shall pay Supplemental Rent for each fiscal quarter within thirty (30) days after the end of such quarter, provided that Landlord may, in its sole and absolute discretion, allow Tenant to defer payment of all or a portion of the Supplemental Rent payable in the third (3rd) Lease Year until the fourth (4th) Lease Year, in which case the aggregate amount deferred shall be payable in twelve (12) equal monthly installments in the fourth (4th) Lease Year, each payable with each payment of Minimum Rent during such Lease Year. Notwithstanding the foregoing, in the event that, in accordance with Section 16, Landlord in its sole and absolute discretion consents to any change of control in Guarantor, or to any other transaction constituting an assignment of this Lease pursuant to the terms of Section 16, all accrued but unpaid Supplemental Rent shall be immediately due and payable.”
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(b) Restrictions on Distributions. Section 4.3(b) of the Master Lease is amended and restated in its entirety as follows:
“As used herein, (1) “Restricted Dividend” means any Dividend, other than a Tax Dividend, that is made at any time that the Dividend Conditions are not then satisfied; (2) “Dividend” means any dividend, payment or other distribution of cash or property by Guarantor to its shareholders or any other Person on account of or with respect to the capital stock of Guarantor; (3) “Dividend Conditions” means that (i) the Rent Coverage Ratio for the Preceding Fiscal Quarter is greater than or equal to 1.20 to 1.00 and (ii) that Guarantor shall have had Minimum Net Working Capital Balances for the Preceding Fiscal Quarter; and (4) “Preceding Fiscal Quarter” means the fiscal quarter immediately preceding the fiscal quarter in which the Dividend in question is made or to be made; (5) “Minimum Net Working Capital Balances” means that Guarantor shall have Net Working Capital as of the end of any applicable fiscal quarter equal to or greater than the lesser of (i) an amount equal to forty-one percent (41%) of Revenue for such quarter, or (ii) Fifteen Million Four Hundred Fifty Thousand Dollars ($15,450,000); (6) “Net Working Capital” means the sum of the amounts of the line items on Guarantor’s consolidated balance sheet for “Cash,” “Restricted Funds, short term,” “Accounts Receivable,” “Other Current Assets (Inventory and Prepaid Expenses)” and “Restricted Funds, long term” minus the sum of the amounts of the line items on Guarantor’s consolidated balance sheet for “Accounts Payable” and “Accrued Expenses,” as each of the same line items may be re-named or amended from time to time, and including as appropriate such similar line items created by Guarantor after the date hereof, each as determined as of the relevant date and calculated in a manner consistent with Guarantor’s and HAL’s respective past practices and the Contribution Agreement; (7) “Tax Dividend” means a Dividend in an amount which does not exceed the Tax Expense for all the members of the Guarantor for the Tax Period most recently ended; (8) “Tax Expense” shall mean for any member of Guarantor, an amount equal to the product of (i) the amount of federal and state taxable income of Guarantor for the applicable Tax Period, (ii) the Presumed Tax Rate, giving effect to the character of such taxable income as ordinary income or capital gain income, and (iii) such member’s percentage interest in Guarantor; (9) “Tax Period” means the calendar year or quarter to which any applicable Tax Expense is attributable, and (10) “Presumed Tax Rate” means (i) with respect to income taxable as ordinary income or short term capital gains, the highest combined federal and state income tax rate applicable during the applicable Tax Period, and (ii) with respect to income taxable as long-term capital gains, the highest rate then applicable to the gains on capital held for at least twelve (12) months, in both cases as determined without regard to the adjustment provided in Sections 67 and 68 of the Internal Revenue Code.”
2. Amendments to Letter of Credit Agreement. The LC Agreement is hereby specifically amended as set forth in this Section 2. As set forth and used in the LC Agreement, the term “Lease” shall mean “the Master Lease dated as of even date with this Agreement, as amended, modified or revised from time to time.”
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3. Affirmation of Obligations under Lease Documents and Guaranty.
(a) Notwithstanding the modifications to the Master Lease and LC Agreement contained herein, Tenant and Landlord each hereby acknowledges and affirms its respective obligations under the Master Lease and LC Agreement (each as modified hereby) and all other documents executed by such party in connection therewith.
(b) Guarantor hereby consents to the terms of this Agreement in all respects. Notwithstanding the modifications to the Master Lease and LC Agreement contained herein, Guarantor hereby acknowledges and affirms its obligations under the Guaranty and all documents executed by Guarantor in connection therewith.
4. Interpretation. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning.
5. Further Instruments. Each party will, whenever and as often as it shall be reasonably requested so to do by another party, cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting party, in order to carry out the intent and purpose of this Agreement.
6. Incorporation of Recitals. The Recitals to this Agreement are incorporated hereby by reference.
7. Counterparts. This Agreement may be executed in counterparts, all of which executed counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document.
8. Effect of Amendment. Except as specifically amended pursuant to the terms of this Agreement, the terms and conditions of the Master Lease, LC Agreement and Guaranty shall remain unmodified and in full force and effect. In the event of any inconsistencies between the terms of this Agreement and any terms of the Master Lease, LC Agreement or Guaranty, the terms of this Agreement shall govern and prevail.
9. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matters contained herein. Any oral representations or statements concerning the subject matters herein shall be of no force or effect.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.
| “TENANT”: |
| ARLINGTON ASSISTED LIVING, LTD., a Texas limited partnership
By: Arlington Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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▇▇▇▇▇▇▇▇ ASSISTED LIVING, LTD., a Texas limited partnership
By: ▇▇▇▇▇▇▇▇ Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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CHATTANOOGA ASSISTED LIVING, LTD., a Texas limited partnership
By: Chattanooga Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| AUSTIN ASSISTED LIVING, LTD., a Texas limited partnership
By: Austin Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| BIRMINGHAM ASSISTED LIVING, LTD., a Texas limited partnership
By: Birmingham Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| CONROE ASSISTED LIVING, LTD., a Texas limited partnership
By: Conroe Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
Signature Page - 1
| GARLAND ASSISTED LIVING, LTD., a Texas limited partnership
By: Garland Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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CY-FAIR ASSISTED LIVING, LTD., a Texas limited partnership
By: Cy-Fair Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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IRVING ASSISTED LIVING, LTD., a Texas limited partnership
By: Irving Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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KENTWOOD ASSISTED LIVING, LTD., a Texas limited partnership
By: Kentwood Assisted Living, G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| BRAESWOOD ASSISTED LIVING, LTD., a Texas limited partnership
By: Braeswood Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| HUNTSVILLE ASSISTED LIVING, LTD., a Texas limited partnership
By: Huntsville Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| ▇▇▇▇▇▇▇ COUNTY ASSISTED LIVING, LTD., a Texas limited partnership
By: ▇▇▇▇▇▇▇ Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| LAKE ▇▇▇▇▇▇▇ ASSISTED LIVING, LTD., a Texas limited partnership
By: Lake ▇▇▇▇▇▇▇ Assisted Living, G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
Signature Page - 2
| LEWISVILLE ASSISTED LIVING, LTD., a Texas limited partnership
By: Lewisville Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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▇▇▇▇ COUNTY ASSISTED LIVING, LTD., a Texas limited partnership
By: ▇▇▇▇ County Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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MADISON ASSISTED LIVING, LTD., a Texas limited partnership
By: Madison Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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OKLAHOMA CITY ASSISTED LIVING LIMITED PARTNERSHIP, a Texas limited partnership
By: Oklahoma City Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| LORAIN ASSISTED LIVING, LTD., a Texas limited partnership
By: Lorain Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| MOBILE ASSISTED LIVING, LTD., a Texas limited partnership
By: Mobile Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| NASHVILLE ASSISTED LIVING, LTD., a Texas limited partnership
By: Nashville Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
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SAN ANTONIO ASSISTED LIVING, LTD., a Texas limited partnership
By: San Antonio Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
Signature Page - 3
| CARROLLWOOD ASSISTED LIVING OPERATIONS, LTD., a Texas limited partnership
By: Carrolwood Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| TEMPLE ASSISTED LIVING, LTD., a Texas limited partnership
By: Temple Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| TUCSON ASSISTED LIVING LIMITED PARTNERSHIP, a Texas limited partnership
By: Tucson Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| WHARTON ASSISTED LIVING, LTD., a Texas limited partnership
By: Wharton Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President |
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| TEMPE ASSISTED LIVING LIMITED PARTNERSHIP, a Texas limited partnership
By: Tempe Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| TEXAS CITY ASSISTED LIVING, LTD., a Texas limited partnership
By: Texas City Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| VICTORIA ASSISTED LIVING, LTD., a Texas limited partnership
By: Victoria Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
| ALBUQUERQUE ASSISTED LIVING, LTD., a Texas limited partnership
By: Albuquerque Assisted Living G.P., Inc., a Texas corporation, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
Signature Page - 4
| “GUARANTOR”: |
| HEARTHSTONE SENIOR SERVICES, L.P., a Delaware limited partnership
By: Hearthstone Senior Living Services, LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President | |
Signature Page - 5
| “LANDLORD”: |
| NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
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AUSTIN ASSISTED RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner |
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
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BIRMINGHAM AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
| ARLINGTON AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| ▇▇▇▇▇▇▇▇ AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| CHATTANOOGA AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
Signature Page - 6
| CONROE AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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BRAESWOOD AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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HUNTSVILLE AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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▇▇▇▇▇▇▇ COUNTY AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| GARLAND AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| CY-FAIR AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| IRVING AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| LAKE ▇▇▇▇▇▇▇ ASSISTED LIVING R.E., LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
Signature Page - 7
| LEWISVILLE AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner |
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| MOBILE AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner |
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| NASHVILLE AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner |
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| CARROLLWOOD ASSISTED LIVING, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner |
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| ▇▇▇▇ COUNTY AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| MADISON AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| SAN ANTONIO AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| TEMPE AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
Signature Page - 8
| TEMPLE AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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TUCSON AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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VICTORIA AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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KENTWOOD AL RE LIMITED PARTNERSHIP, a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President |
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| TEXAS CITY AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| WHARTON AL RE, LTD., a Texas limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
| ALBUQUERQUE AL RE, L.P., a Delaware limited partnership
By: NHP Master RE G.P., LLC, a Delaware limited liability company, its General Partner
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: Title: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President | |
Signature Page - 9