ADDENDUM #1 TO MASTER LEASE AND SECURITY AGREEMENT
ADDENDUM #1 TO MASTER LEASE AND SECURITY AGREEMENT
This ADDENDUM #1 TO MASTER LEASE AND SECURITY AGREEMENT (this “Addendum”) is made and entered into as of October 23, 2015, by and between the parties signatory hereto, as lessors (collectively, “Lessor”) and HCR III Healthcare, LLC, as lessee (“Lessee”).
RECITALS
A.Lessor is the current “Lessor” and Lessee is the current “Lessee” pursuant to that certain Master Lease and Security Agreement dated as of April 7, 2011 (as the same may have been amended, restated or otherwise modified prior to the date hereof, the “Master Lease”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease.
B.Lessee’s obligations under the Master Lease are guaranteed by HCR ManorCare, Inc., a Delaware corporation, successor in interest to HCR ManorCare, LLC, a Delaware limited liability company, pursuant to that certain Guaranty of Obligations dated as of April 7, 2011 (as the same may heretofore have been or may hereafter be further amended, modified or reaffirmed from time to time in accordance with the terms thereof, the “Guaranty”).
C.Pursuant to Section 12 of that certain Tenth Amendment to Master Lease and Security Agreement, dated as of March 29, 2015 and effective as of April 1, 2015 (the “Tenth Amendment”), by and among Lessor, Lessee and Guarantor, Lessor, Lessee and Guarantor desire to add the real property more particularly described on Exhibit A attached hereto (the “Additional Facility”) to the Leased Property under the Master Lease.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:
1.Lessee’s Representations and Warranties. Lessee hereby represents and warrants to Lessor that the Additional Facilities Owners have delivered to Lessor the materials and documentation required pursuant to Section 12 of the Tenth Amendment and that, to Lessee’s knowledge, (i) all such materials and documentation were true, correct and complete at the time delivered and (ii) there have been no changes affecting any such materials or documentation or any information disclosed thereby, that would interfere with or materially adversely affect the consummation of the transactions contemplated hereby, that have not been previously disclosed by Lessee or Guarantor to Lessor in writing.
2.Additional Facility. The Master Lease is hereby amended to
modify the “Pool 4 Facilities” to add the Additional Facility thereto and Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, as part of the Leased Property, all of Lessor’s right, title and interest in and to the Additional Facility, including any improvements currently and to be located thereon, subject to all of the terms, conditions and provisions of the Master Lease, as it is hereby, and may be hereafter, amended, supplemented, restated or otherwise modified.
3.Additional Lessors. In connection with the Additional Facility, the Master Lease is hereby amended to add the following entities as Lessor under the Master Lease: (a) HCR Salmon Creek Property, LLC, a Delaware limited liability company, (b) HCR Xxxxxxxxx Hills Property, LLC, a Delaware limited liability company, and (c) HCR Utica Ridge Property, LLC, a Delaware limited liability company.
4.Opco Sublease: Schedule 4 to the Master Lease is hereby amended to add the following operating sublease thereto:
Manor Care of Salmon Creek WA, LLC
ManorCare Health Services, LLC d/b/a ManorCare Health Services-Utica Ridge;
ManorCare Health Services, LLC d/b/a ManorCare Health Services-Xxxxxxxxx Hills
5.Effect of Addendum. All references in the Master Lease to “this Lease” shall be deemed to be references to the Master Lease as amended hereby.
6.Full Force and Effect; Acknowledgement. The Master Lease, as hereby amended, shall remain and continue in full force and effect.
7.Counterparts; Facsimile or Electronically Transmitted Signatures. This Addendum may be executed in any number of counterparts, all of which shall constitute one and the same instrument. Signatures transmitted by facsimile or other electronic means may be used in place of original signatures on this Addendum, and Lessor and Lessee both intend to be bound by the signatures on the document transmitted by facsimile or such other electronic means.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the day and year first written above.
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“Lessor” |
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HCP PROPERTIES, LP, a Delaware limited partnership |
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By: HCP I-B Properties, LLC, a Delaware limited liability company, its General Partner |
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HCP WEST VIRGINIA PROPERTIES, LLC, a Delaware limited liability company |
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HCP PROPERTIES OF ALEXANDRIA VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES OF ARLINGTON VA, |
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HCP PROPERTIES OF MIDWEST CITY OK, LLC, a Delaware limited liability company |
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HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC, a Delaware limited liability company |
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HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC, a Delaware limited liability company |
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HCP PROPERTIES OF TULSA OK, LLC, a Delaware limited liability company |
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HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES-LEXINGTON SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-OAKMONT OF UNION SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC, a Delaware limited liability company |
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HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC, a Delaware limited liability company |
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HCP PROPERTIES-XXXX XXXXXX-CHARLESTON SC, LLC, a Delaware limited liability company |
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HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company |
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HCR SALMON CREEK PROPERTY, LLC, a Delaware limited liability company |
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By:HCP West Virginia Properties, LLC, a Delaware limited liability company, its Sole Member |
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HCR XXXXXXXXX HILLS PROPERTY, LLC, a Delaware limited liability company |
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By:HCP West Virginia Properties, LLC, a Delaware limited liability company, its Sole Member |
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HCR UTICA RIDGE PROPERTY, LLC, a Delaware limited liability company |
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By:HCP West Virginia Properties, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Xxxxxx Xxxxxxxx |
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the day and year first written above.
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“LESSEE” |
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HCR III HEALTHCARE, LLC, a Delaware limited liability company |
Addendum #1
CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR
Guarantor hereby (i) reaffirms all of its obligations under the Guaranty, (ii) consents to the foregoing Addendum and (iii) agrees that its obligations under the Guaranty shall extend to Lessee’s duties, covenants and obligations pursuant to the Master Lease, as amended or modified pursuant to the foregoing Addendum.
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HCR MANORCARE, INC., a Delaware corporation |
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By: /s/ Xxxxxxx X. Xxxx |
EXHIBIT A
Legal Description of Additional Property
ManorCare Health Services-Xxxxxxxxx Hills
0000 Xxxxxxxxx Xxxxx Xxxx, Xxxxxx, XX 00000
LEGAL DESCRIPTION
All that certain real property situate in the County of Washoe, State of Nevada, described as follows:
Parcel 2-1A of PARCEL MAP NO. 4757, according to the map thereof, filed in the office of the County Recorder of Washoe County, State of Nevada on April 25, 2007, as File No. 3524570
APN: 000-000-00
ManorCare Health Services-Utica Ridge
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
Property Description
Parcel A:
A portion of Xxx 0 xx Xxxxxxx Xxxxx Xxxx, 0xx Addition lying in Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx of the 5th Principal Meridian, described as follows:
Beginning at the northwest corner of Xxx 0 xx Xxxxxxx Xxxxx Xxxx, 0xx Addition, thence North 01 degrees 30 minutes 17 seconds East, 263.02 feet to the south line of Outlot A of Terrace Ridge Park, 2nd Addition; thence South 88 degrees 29 minutes 43 seconds East, 111.95 feet on said line to the beginning of a curve, concave northwesterly, having a radius of 50.00 feet; thence northeasterly, 41.68 feet; on the arc of said curve, through a central angle of 47 degrees 45 minutes 58 seconds, the chord bears North 67 degrees 37 minutes 18 seconds East, a chord distance of 40.49 feet; thence North 43 degrees 44 minutes 19 seconds East, 147.86 feet to the beginning of a curve, concave northwesterly, having a radius of 50.00 feet; thence easterly, 10.79 feet, on the arc of said curve, through a central angle of 12 degrees 22 minutes 03 seconds, the chord bears North 37 degrees 33 minutes 18 seconds East, a chord distance of 10.77 feet; thence North 31 degrees 22 minutes 16 seconds East, 17.18 feet to the beginning of a curve, concave southeasterly, having a radius of 50.00 feet; thence easterly, 10.79 feet; on the arc of said curve, through a central angle of 12 degrees 22 minutes 03 seconds, the chord bears North 37 degrees 33 minutes 18 seconds East, a chord distance of 10.77 feet; thence North 43 degrees 44 minutes 19 seconds East, 286.61 feet; thence South 60 degrees 16 minutes 55 seconds East, 100.44 feet; thence South 00 degrees 06 minutes 09 seconds East, 351.38 feet to the north line of Xxx 0 xx Xxxxxxx Xxxxx Xxxx, 0xx Xxxxxxxx; thence North 89 degrees 51 minutes 44 seconds West, 16.53 feet on said line; thence South 42 degrees 08 minutes 52 seconds West, 70.04 feet; thence South 00 degrees 04 minutes 43 seconds West, 216.09 feet to the northeast corner of Xxx 0 xx Xxxxxxx Xxxxx Xxxx, 0xx Addition; thence North 89 degrees 11 minutes 35 seconds West,
316.88 feet on the north line of said Xxx 0, Xxxxxxx Xxxxx Xxxx, 0xx Addition; thence North 00 degrees 37 minutes 26 seconds East, 42.29 feet; thence North 89 degrees 34 minutes 57 seconds West, 186.36 feet to the Point of Beginning, containing 5.490 acres of land, more or less.
The entire parcel lies in the City of Xxxxxxxxx, County of Xxxxx, and State of Iowa.
Also known as Xxx 0, Xxxxxxx Xxxxx Xxxx Fifth Addition to the City of Xxxxxxxxx, Xxxxx County, Iowa.
Parcel B:
Non-exclusive easements for access, utility, drainage, and construction purposes, as
contained in the Declaration of Reciprocal Easement Covenant and Restrictions, dated March 28, 2003, recorded June 6, 2003, as Doc. No. 2003-29057.
ManorCare Health Services-Salmon Creek
0000 X.X. 000xx Xxxxxx, Xxxxxxxxx, XX 00000
EXHIBIT ‘A’
LEGAL DESCRIPTION:
A portion of the Northeast quarter of the Northeast quarter of the Northeast quarter of Section 26, Township 3 North, Range 1 East of the Williamette Meridian, Xxxxx County, Washington, described as follows:
BEGINNING at a point 395 feet South of the Northeast corner of the Northeast quarter of the Northeast quarter of Section 26, Township 3 North, Range 1 East of the Williamette Meridian, Xxxxx County, Washington, measuring along the East line of Section 26 from the Northeast corner which point is the True Point of Beginning; thence North 8844’25’’ West 416 feet parallel with the North line of Section 26; thence North 141’10” East 9 feet parallel with the East line of Section 26; thence North 8844’25” West 241.11 feet to the West line of the Northeast quarter of the Northeast quarter of the Northeast quarter of Section 26; thence South 140’38” West 87 feet along the West line of the Northeast quarter of the Northeast quarter of the Northeast quarter of Section 26; thence South 8844’25” East 627.11 feet to the East line of Section 26; thence North 141’11” East 78 feet to the True Point of Beginning.
EXCEPT any portion in X.X. 00xx Xxxxxx as conveyed by Deeds recorded under Auditors File Nos. G 307980 and G 307981;
ALSO EXCEPT that portion conveyed to Xxxxx County by deed recorded under Auditor’s File No. 4717443.
AND
Xxxx 0, 0 xxx 0 xx XXXXX XXXX, recorded in Book 2 of Short Plats, at Page 648, under Auditor’s File No. 9203060330, records of Xxxxx County, Washington, being a portion of the Northeast quarter of Section 26, Township 3 North, Range 1 East of the Williamette Meridian, Xxxxx County, Washington;
EXCEPTING THEREFROM that portion thereof conveyed to Xxxxxxx X. XxXxx and Xxxxx X. XxXxx, husband and wife, by Quit Claim Deed recorded under Auditor’s File No. 9306180154;
TOGETHER WITH an easement for ingress and egress over the North 30 feet of Xxxx 0 xxx 0 xx XXXXX XXXX, recorded in Book 2, Page 648, under Auditor’s File No. 9203060330 records of Xxxxx County, Washington;
ALSO EXCEPT that portion conveyed to Xxxxx County by deed recorded under
Auditor’s File No. 4717443.
AND
The East 200 feet of the North 208 feet of the Northeast quarter of Section 26, Township 3 North, Range 1 East of the Williamette Meridian, Xxxxx County, Washington;
EXCEPT the North 20 feet thereof;
ALSO EXCEPT County roads;
ALSO EXCEPT that portion conveyed to Xxxxx County by deed recorded under
Auditor’s File No. 3938864.
ALSO EXCEPT that portion conveyed to Xxxxx County by deed recorded under
Auditor’s File No. 4717443.