TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT

Exhibit 10.2

 

Execution Copy

 

TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT

 

This TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2015 and effective as of April 1, 2015 (the “Effective Date”) by and among the parties signatory hereto, as lessors (collectively, “Lessor”),  HCR III Healthcare, LLC, as lessee (“Lessee”), and HCR ManorCare, Inc., as guarantor (“Guarantor”).

 

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 amended by that certain First Amendment to Master Lease and Security Agreement, dated as of April 7, 2011, as further amended by that certain Second Amendment to Master Lease and Security Agreement, dated as of May 16, 2011, Third Amendment to Master Lease and Security Agreement, dated as of January 10, 0000, Xxxxxx Xxxxxxxxx to Master Lease and Security Agreement, dated as of April 18, 2012, Fifth Amendment to Master Lease and Security Agreement, dated as of May 5, 2012, Sixth Amendment to Master Lease and Security Agreement, dated as of July 30, 2012, Seventh Amendment to Master Lease and Security Agreement, dated as of February 11, 2013, Eighth Amendment to Master Lease and Security Agreement, dated as of July 31, 2014, and Ninth Amendment to Master Lease and Security Agreement, dated as of September 30, 2014 (as so amended, collectively, 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, the “Guaranty”). 

 

C.The Master Lease currently covers the “Leased Property” of the Pool 1 Facilities described on Exhibit A-1 to the Master Lease, the Pool 2 Facilities described on Exhibit A-2 to the Master Lease, the Pool 3 Facilities described on Exhibit A-3 to the Master Lease, and the Pool 4 Facilities described on Exhibit A-4 to the Master Lease.

 

X.Xxxxxx and Lessee desire to modify certain terms and provisions of the Master Lease as more particularly provided herein. 

 

E.Effective as of the Effective Date, Lessor and Lessee have agreed to reduce Lessee’s obligation to pay current Minimum Rent and to provide for Lessee to pay a Deferred Rent Obligation (as hereinafter defined) each as provided in this Amendment.

 

 

 

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. Recitals.  The foregoing recitals are adopted by Lessor and Lessee as true and correct and, by this reference, are incorporated herein as if set forth herein in full.

2. Definitions; References to Master Lease.  All capitalized terms used herein shall have the meanings ascribed to them in the Master Lease, unless otherwise defined herein or modified by the terms of this Amendment.  The term “this Lease” as used in the Master Lease shall mean the Master Lease, as amended and modified by this Amendment.  The Master Lease, as amended and modified by this Amendment, is the “Lease”.

3. Amendments to Section 2.1 of the Master Lease.  Section 2.1 of the Master Lease, Definitions, is hereby modified and amended as follows:

(a) The following terms are hereby deleted in their entirety and replaced with the following in lieu thereof:

“Extended Term(s):  Any one or more of the Pool 1 Sub-A First Extended Term, Pool 1 Sub-A Second Extended Term, Pool 1 Sub-B First Extended Term, Pool 1 Sub-B Second Extended Term, Pool 1 Sub-C First Extended Term, Pool 1 Sub-C Second Extended Term, Pool 1 Sub-D First Extended Term, Pool 1 Sub-D Second Extended Term, Pool 2 Sub-A First Extended Term, Pool 2 Sub-A Second Extended Term, Pool 2 Sub-B First Extended Term, Pool 2 Sub-B Second Extended Term, Pool 2 Sub-C First Extended Term, Pool 2 Sub-C Second Extended Term, Pool 2 Sub-D First Extended Term, Pool 2 Sub-D Second Extended Term, Pool 2 Sub-E First Extended Term, Pool 2 Sub-E Second Extended Term, Pool 3 Sub-A First Extended Term, Pool 3 Sub-A Second Extended Term, Pool 3 Sub-B First Extended Term, Pool 3 Sub-B Second Extended Term, Pool 3 Sub-C First Extended Term, Pool 3 Sub-C Second Extended Term, Pool 3 Sub-D First Extended Term, Pool 3 Sub-D Second Extended Term, Pool 3 Sub-E First Extended Term, Pool 3 Sub-E Second Extended Term, Pool 4 Sub-A First Extended Term, Pool 4 Sub-A Second Extended Term, Pool 4 Sub-B First Extended Term, Pool 4 Sub-B Second Extended Term, Pool 4 Sub-C First Extended Term, Pool 4 Sub-C Second Extended Term, Pool 4 Sub-D First Extended Term and/or Pool 4 Sub-D Second Extended Term (including, without limitation, all of them collectively), as the context requires.”

“Pool 1 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2029.”

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“Pool 2 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2030.”

“Pool 3 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2032.”

“Pool 4 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2033.”

(b) The following new definition is inserted in its appropriate alphabetical order:

“Cooperation Agreement:  That certain letter agreement, dated February 6, 2015, between Lessor and Lessee.”

“Effective Date: As defined in the Tenth Amendment.”

“Sale Properties: As defined in the Cooperation Agreement.”

“Tenth Amendment: That certain Tenth Amendment to Master Lease and Security Agreement, dated as of March 29, 2015 by and among Lessor, Lessee and Guarantor.”

4. Reduction of Minimum Rent.

(a) Minimum Rent.  From and after the Effective Date, the Master Lease is hereby modified and amended by deleting Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4 attached to the Master Lease in their entirety and replacing such exhibits with a replacement Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4 attached to this Amendment and incorporated into the Master Lease.

5. Modification of Extension Term.  Section 1(d) and (e) and Section 2 of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with Exhibit B attached to this Amendment and incorporated into the Master Lease.

6. Minimum Rent Escalation.   Exhibit D attached to the Master Lease is hereby modified and amended as follows: 

(a) Section 1(b) of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof: “Intentionally Omitted.”.

(b) Section 1(c) of Exhibit D to the Master Lease shall be amended to replace “Commencing upon the expiration of the (6th) Lease Year” with “Commencing on April 1, 2016”. 

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7. Deferred Rent Obligation. Article 3 of the Master Lease is hereby modified and amended by inserting the following at the end of such Article: 

“Section 3.5.Deferred Rent Obligation and Related Matters. 

3.5.1  As a result of the modification of the Minimum Rent as provided in the Tenth Amendment, a portion of the Minimum Rent is being deferred in an amount equal to $525,000,000 in the aggregate (the “Initial Deferred Rent Obligation”).  Lessee acknowledges that the entire Initial Deferred Rent Obligation is deferred and payable as provided in this Section 3.5.   The Initial Deferred Rent Obligation shall be allocated into tranches as follows: (i) Tranche A: $275,000,000 (the “Tranche A Deferred Rent Obligation”) and (ii) Tranche B: $250,000,000 (the “Tranche B Initial Deferred Rent Obligation”).

3.5.2  From and after the Effective Date, until the entire Tranche A Deferred Rent Obligation is paid in full to Lessor, Lessee shall pay to Lessor a current annual rent factor payment (the “Tranche A Current Payment”) in an amount equal to (a) the then applicable Tranche A Rental Factor (as hereinafter defined) times (b) the outstanding amount of the Tranche A Deferred Rent Obligation.  For the purposes hereof, the “Tranche A Rental Factor” means (i) six and nine-tenths percent (6.9%) per annum for the first Lease Year following the Effective Date and (ii) for each Lease Year thereafter occurring during the Term, the Tranche A Rental Factor shall be increased by three percent (3.0%) per annum compounded annually.  For example, the Tranche A Rental Factor for the Lease Year commencing on April 1, 2016 shall be seven and eleven hundredths percent (7.11%) (i.e., 6.9% times 1.03) and for the Lease Year commencing on April 1, 2017, shall be seven and thirty-two hundredths percent (7.32%), and so on.  Commencing on the Effective Date, one twelfth (1/12) of the then applicable Tranche A Current Payment shall be payable by Lessee to Lessor monthly, in advance, together with the payment of each installment of Minimum Rent.   

3.5.3  Commencing on April 1, 2016, the amount of the outstanding Tranche B Initial Deferred Rent Obligation shall be increased until the Tranche B Deferred Rent Obligation (as hereafter defined) is paid in full to Lessor by an amount equal to (a) the then applicable Tranche B Rental Factor (as hereinafter defined) times (b) the outstanding amount of the Tranche B Deferred Rent Obligation.  For the purposes hereof, the “Tranche B Rental Factor” means (i) initially three percent (3.0%), (ii) commencing on April 1, 2019, four percent (4.0%), (iii) commencing on April 1, 2020, five percent (5.0%), and (iv) commencing on April 1, 2021 and for the remainder of the Term, six percent (6.0%).  The Tranche B Initial Deferred Rent Obligation, as increased by the Tranche B Rental Factor shall be referred to as the “Tranche B Deferred Rent Obligation”.  The Tranche A Deferred Rent Obligation, together with the Tranche B Deferred Rent Obligation, shall be referred to collectively as the “Deferred Rent Obligation”.

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3.5.4  The entire outstanding Deferred Rent Obligation shall be due and payable by Lessee to Lessor on the earliest to occur of (a) an Event of Default for failure to pay Minimum Rent under this Lease; (b) Lessee shall fail to pay any installment of the Tranche A Current Payment when the same becomes due and payable and such failure is not cured by Lessee within a period of five (5) Business Days after notice thereof from Lessor; (c) any other Event of Default that results in a termination of all or any part of this Lease but only to the extent that Lessor has terminated this Lease with respect to a number of Facilities equal to seven percent (7%) or more (in the aggregate) of the number of Facilities then subject to this Lease (excluding, however, any partial termination resulting from a Separation Event or in connection with any Sale Properties (as designated pursuant to the Cooperation Agreement)); (d) the expiration of the Pool 1 Fixed Term; (e) any initial public offering of Guarantor or its Subsidiaries in which Carlyle Funds or members of the executive management team of Guarantor sell shares or receive proceeds; (f) any sale or transfer of a direct or indirect controlling interest in Guarantor or any Controlling Person, other than any Transfer described in clause (a) of the definition of Permitted Transfer; and (g) other than in connection with the Additional Facility Purchase Transaction or the sale of any Sale Properties pursuant to and in compliance with the Cooperation Agreement, any sale or transfer of a majority interest in any material assets of Guarantor or any of its material Subsidiaries, including, without limitation, the hospice business and/or the home healthcare business, except to the extent the net after tax proceeds are actually applied to payment of obligations under HCR Healthcare, LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof) or are actually applied to payment of the Deferred Rent Obligation.    

3.5.5  Notwithstanding any provision of this Lease to the contrary, all or any portion of the Deferred Rent Obligation may be prepaid at any time, or from time to time, at the option of Lessee or Guarantor, as applicable, without premium or penalty.  Any repayment or voluntary prepayment of the Deferred Rent Obligation pursuant to this Section 3.5  shall be applied as follows: first, to payment of the Tranche B Deferred Rent Obligation until repaid in full, and second, to payment of the Tranche A Deferred Rent Obligation.  Notwithstanding the foregoing, any repayment or voluntary prepayment of the Deferred Rent Obligation from proceeds received from the Additional Facilities Purchase Transaction shall be applied as follows:  first, to payment of the Tranche A Deferred Rent Obligation until repaid in full, and second, to payment of the Tranche B Deferred Rent Obligation.

3.5.6  Notwithstanding anything in this Lease or the Guaranty to the contrary, until the Deferred Rent Obligation has been paid in full by Lessee to Lessor, (a) Guarantor shall not (i) (A) pay any dividends or make any distributions to holders of its equity interests, other than for payment of taxes or dividends payable of Guarantor’s currently outstanding preferred stock (which dividends payable on such preferred stock shall not exceed $200,000 per annum) or (B) incur or cause or permit any Subsidiary of Guarantor to incur any indebtedness for borrowed money or guaranty indebtedness for

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borrowed money in excess of Five Hundred Million Dollars ($500,000,000) (including indebtedness of Guarantor incurred on or prior to the Commencement Date, but excluding (x) any indebtedness refinancing such indebtedness, and (y) for the avoidance of doubt, any capitalized rent or other capitalized obligations under this Lease), other than revolving credit facility borrowings of not more than $175,000,000 of at any time outstanding; or (ii) repurchase any outstanding equity securities of Guarantor held by any Carlyle Fund or any of their successors or assigns; (b) Guarantor and its Subsidiaries shall not incur additional Indebtedness for borrowed money not then existing as of the Effective Date, other than any Indebtedness permitted to be incurred pursuant to HCR Healthcare LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof); and (c) Guarantor and its Subsidiaries shall not (i) sell, transfer, assign, encumber or convey any direct or indirect controlling interest in Guarantor or any Controlling Person, other than any Transfer described in clause (a) of the definition of Permitted Transfer, or (ii) other than in connection with the Additional Facility Purchase Transaction or the sale of any Sale Properties pursuant to and in compliance with the Cooperation Agreement, sell, transfer, assign, encumber or convey a majority interest in any material assets of Guarantor or any material Subsidiary of Guarantor, including, without limitation, Guarantor’s hospice business or the home healthcare business, in each case without the prior written consent of Lessor;  except to the extent the net after tax proceeds are actually applied to payment of obligations under HCR Healthcare, LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof) or are actually applied to payment of the Deferred Rent Obligation,  which consent shall not be unreasonably conditioned, withheld or delayed.

3.5.7  Until the Deferred Rent Obligation has been paid in full by Lessee to Lessor, and notwithstanding anything to the contrary contained in this Lease or the Guaranty, Guarantor and its Subsidiaries shall defer payment of the following: (a) any fees to the Carlyle Funds, any direct or indirect general partner of any Carlyle Fund, or Carlyle Investment Management, L.P. or their respective successors or assigns, and (b) (i) prior to the consummation of an initial public offering,  any fees to any directors of Guarantor or any successor of Guarantor for service in such capacity (other than normal and customary board service fees (as determined in the reasonable discretion of Guarantor) to those directors of Guarantor receiving board fees as of the Effective Date up to Five Hundred Thousand Dollars ($500,000) per annum, in the aggregate, in any calendar year with respect to fees to such directors receiving board fees as of the Effective Date), and (ii) following the consummation of an initial public offering,  any fees to any directors of Guarantor or any successor of Guarantor for service in such capacity in excess of reasonable and customary fees paid to directors of  public companies (as determined in the reasonable discretion of Guarantor).

3.5.8  (a) Except as otherwise set forth in this paragraph below, Minimum Rent, the Tranche A Current Payment, and all payments attributable to the Deferred Rent Obligation (including any amounts attributable to the Tranche B Rental Factor) payable

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hereunder are intended to constitute “fixed rent” (as such term is defined in Treasury Regulation § 1.467-1(h)(3)).  For purposes of Section 467 of the Internal Revenue Code, the rent attributable to the Minimum Rent, the Tranche A Current Payment, and all payments attributable to the Deferred Rent Obligation (including any amounts attributable to the Tranche B Rental Factor) shall be allocated as set forth on Schedule 2 to the Tenth Amendment.  Lessor and Lessee agree that, for income tax purposes, the Allocated Rent allocated pursuant to this Section 3.5.8 and Schedule 2 to the Tenth Amendment shall represent and be the amount of rent on account of the use of the Leased Property, for each calendar month of the Term.  It is the intention of the parties hereto that the allocation of rent as provided above constitutes a specific allocation of fixed rent within the meaning of Treasury Regulation § 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury Regulation §§ 1.467-1(d) and 1.467-2 the Lessor and Lessee, on any federal income tax returns filed by each of them (or on any return on which their income is included), shall accrue the amounts of rental income and rental expense, respectively, set forth in this Section 3.5.8 and in Schedule 2 to the Tenth Amendment; (b) upon the occurrence of any event described in Section 3.5.4 that results in a termination of this Lease, any amount of Tranche A Deferred Rent Obligation in excess of the balance of the related Section 467 Loan as described on Schedule 2 to the Tenth Amendment (whether such related Section 467 Loan is treated as being made from Lessor to Lessee or from Lessee to Lessor), plus, in the event there is a related Section 467 Loan from Lessee to Lessor, the balance of such Section 467 Loan from Lessee to Lessor, shall be treated as a payment for termination of this Lease; and (c) upon the occurrence of any event described in Section 3.5.4 or any repayment or prepayment described in Section 3.5.5 that, in either case, does not result in a termination of this Lease, any amount of Tranche A Deferred Rent Obligation in excess of the balance of a related Section 467 Loan as described on Schedule 2 to the Tenth Amendment (whether such related Section 467 Loan is treated as being made from Lessor to Lessee or from Lessee to Lessor) shall be treated as an additional rent payment which is paid and allocated at the time of payment.”

8. Impound Accounts Waiver Extension.  Section 4.4 of the Master Lease, Impound Accounts, is hereby modified and amended as follows:

(a) The first sentence of Section 4.4.1 shall be amended to replace “Upon the occurrence” with “Beginning on May 1, 2016, upon the occurrence”.

(b) The first sentence of Section 4.4.2 shall be amended to replace “Upon the occurrence” with “Beginning on May 1, 2016, upon the occurrence”.

9. Renewal Terms.  The first sentence of Section 19.1(a) of the Master Lease, Renewal Terms, is hereby deleted in its entirety and replaced with the following:

“Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, then Lessee shall

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have the right to renew this Lease (x) with respect to all (but not less than all) of, respectively, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities and the Pool 4 Facilities then covered by this Lease, for the first Extended Terms for such Facilities set forth on Exhibit D attached hereto and (x) with respect to all (but not less than all) of, respectively, Pool 1 Sub-A Facilities, Pool 1 Sub-B Facilities, Pool 1 Sub-C Facilities, Pool 1 Sub-D Facilities, Pool 2 Sub-A Facilities, Pool 2 Sub-B Facility, Pool 2 Sub-C Facilities, Pool 2 Sub-D Facilities, Pool 2 Sub-E Facilities, Pool 3 Sub-A Facilities, Pool 3 Sub-B Facility, Pool 3 Sub-C Facilities, Pool 3 Sub-D Facilities, Pool 3 Sub-E Facilities, Pool 4 Sub-A Facilities, Pool 4 Sub-B Facility, Pool 4 Sub-C Facilities, Pool 4 Sub-D Facilities then covered by this Lease, for the second Extended Terms for such Facilities set forth on Exhibit D attached hereto.”

10. Reporting Requirements.  Section 25.1.2 of the Master Lease,  Statements, is hereby modified and amended (i) to delete the requirement that Lessee deliver annual and quarterly financial statements of Lessee to Lessor; provided that Lessee shall continue to be obligated to deliver annual and quarterly financial statements of Guarantor and its consolidated Subsidiaries to the extent provided in Section 25.1.2 of the Master Lease, and (ii) by inserting the following at the end of such Section:  

“(j)Lessee shall provide Lessor with (i) annual facility level detailed projections; and (ii) to the extent the same have been provided to the Guarantor’s board of directors, the lenders (as a whole and in their capacity as such) under HCR Healthcare, LLC’s credit facilities or any rating agency, multi-year detailed projections by asset class into a consolidated financial model complete with income statement, balance sheet and statement of cash flows, including setting forth the key underlying assumptions related thereto on not less than an annual basis.”

11. Capital Addition Financing.  During the four (4) year period immediately following the Effective Date, Lessor shall, at Lessee’s request, provide to Lessee an amount not to exceed One Hundred Million Dollars ($100,000,000) in the aggregate to fund Capital Addition Costs approved by Lessor, in Lessor’s reasonable discretion, pursuant to Sections 10.1 and 10.2 of the Master Lease (“Capital Addition Financing”), provided,  however, that Lessor shall not be obligated to advance more than Fifty Million Dollars ($50,000,000) in Capital Addition Financing in any Lease Year.  In the event that Lessee elects to avail itself of such Capital Addition Financing, prior to disbursement or advance of any Capital Addition Financing, Lessee shall enter an amendment to the Master Lease, providing for (a) a customary disbursement mechanism of the proceeds of the Capital Addition Financing and (b) an increase in the Allocated Minimum Rent for the applicable Facility for which Capital Addition Costs will be funded with the Capital Addition Financing in an amount equal to the product of (x) the amount disbursed by Lessor on account of the Capital Addition Financing for such Facility times (y) at the time of any such disbursement, the greater of (A) seven and three quarters percent (7.75%) and (B) 500 basis points in excess of the then current 10-year Treasury Rate.  Lessee shall pay all reasonable out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Lessor in connection with the review of the Capital Addition

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Financing and with the preparation, negotiation and execution of all documents related thereto.  Such Capital Additional Financing shall be structured in a REIT tax compliant fashion.   

12. Purchase of Additional Facilities.  

(a) Subject to the satisfaction of the conditions set forth in Section 12(c),  Guarantor shall cause the owners (each, an “Additional Facility Owner” and collectively, the “Additional Facilities Owners”) of the nine (9) properties listed on Schedule 1 attached hereto (each, an “Additional Facility” and collectively, the “Additional Facilities”) to convey the Additional Facilities to Lessor or its Affiliates designated by Lessor (each, a “Grantee”), and Lessor or such Grantee will purchase each of the Additional Facilities from the applicable Additional Facility Owner (with respect to each Additional Facility, an “Additional Facilities Purchase Transaction”), subject to and in accordance with the terms of this Section 12;  it being agreed that the Additional Facility Purchase Transaction shall include all of the applicable Additional Facility Owner’s right, title and interest in the Personal Property at the Additional Facility, without any additional consideration therefor.  Unless otherwise agreed by Guarantor and Lessor, (i) the closing for each Additional Facilities Purchase Transaction (each, an “Additional Facilities Closing Date”), other than the closing of the purchase and sale of the Additional Facility located in Sterling Heights, Michigan, shall occur on the second Business Day following satisfaction or waiver of the conditions set forth in Section 12(c) with respect to such Additional Facility and (ii) the closing of the purchase and sale of the Additional Facility located in Sterling Heights, Michigan shall occur on the later of (A) the second Business Day following satisfaction or waiver of the conditions set forth in Section 12(c) with respect to such Additional Facility and (B) the second Business Day of the 2016 calendar year; provided,  however, that, if the Additional Facilities Closing Date for either of the Additional Facilities located in Lacey, Washington and Salmon Creek, Washington (each, an “Additional Washington Facility”) would otherwise occur prior to the second Business Day of the 2016 calendar year, at the option of Guarantor, Guarantor may delay the Additional Facilities Closing Date for such Additional Washington Facility until the second Business Day of the 2016 calendar year, which option may be exercised by Guarantor by providing written notice to Lessor on or before the date on which the Additional Facilities Closing Date for the applicable Additional Washington Facility would have otherwise occurred.

(b) Guarantor shall, at least twenty (20) days prior to the date of the applicable Additional Facilities Closing Date, cause the applicable Additional Facility Owner to provide to Lessor the following: 

(i) a pro forma owner’s title insurance policy (“Pro Forma”) showing fee title to each Additional Facility vested in the applicable Additional Facility Owner, or Grantee, in an amount reasonably acceptable to Lessor, subject to no financial encumbrances (other than tax liens not yet due and payable), and containing the following endorsements (in each case, where and if applicable):  owner’s comprehensive; same as survey; access and entry; separate tax parcel; location; street assessments; zoning; environmental protection lien;

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subdivision; mechanic’s lien; deletion of arbitration; and other endorsements reasonably requested by Lessor;

(ii) copies of all underlying documents for any exceptions shown on the Pro Forma;

(iii) an ALTA survey which accurately depicts each Additional Facility, certified to Grantee (and such other parties as may be reasonably requested by Lessor) and an affidavit of no change to survey reasonably acceptable to the title company for the purpose of removing the standard survey exception and issuing any survey-related endorsements;

(iv) a Phase I environmental report of each Additional Facility (completed within the six (6) month period prior to the date of the Additional Facilities Closing Date) and any other environmental reports concerning each Additional Facility in Guarantor, Lessee, or the applicable Additional Facility Owner’s possession or control or reasonably available to Guarantor, Lessee or such Additional Facility Owner, in each case, which report(s) shall be certified to Grantee (or the consultant(s) preparing such reports shall issue a reliance letter establishing a relationship between such consultant and Grantee);

(v) if applicable and requested by Lessor, a property condition report for each Additional Facility;

(vi) if applicable and requested by Lessor, a zoning report for each Additional Facility (which shall include a zoning letter from the applicable municipal agency, provided that such agency issues such letters);

(vii) copies of all agreements and documents pursuant to which each Additional Facility Owner purchased, or has contracted to purchase, each Additional Facility; and

(viii) forms of any conveyance documents (e.g., deeds, bills of sale, etc.) and any other documents required to be executed by the applicable Additional Facility Owner or Grantee in connection with conveyance of each Additional Facility to Grantee (collectively, the “Conveyance Documents”).

(c) The closing of each Additional Facilities Purchase Transaction shall be conditioned on the following:

(i) Grantee’s receipt of an owner’s title policy in the form of the Pro Forma for the applicable Additional Facility (including all requested endorsements thereto in accordance with the terms hereof) approved by Lessor (“Owner’s Policy”);

(ii) delivery of original, executed (and acknowledged, if applicable) Conveyance Documents by the parties thereto with respect to the applicable Additional Facility;

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(iii) Lessee’s payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding recording costs and transfer taxes due and payable in connection with the transfer of such Additional Facility addressed in clauses (iv) and (v) below) incurred by Lessor and Grantee in connection with such Additional Facilities Purchase Transaction and the preparation, negotiation and documentation of any documents or agreements in connection therewith,  each of which amounts shall constitute Additional Charges payable by Lessee under the Master Lease;

(iv) Lessee’s payment of one-half (1/2) of all recording costs, transfer taxes and title insurance premiums due and payable in connection with the transfer of such Additional Facility;

(v) Lessor’s payment of one-half (1/2) of all recording costs, transfer taxes and title insurance premiums due and payable in connection with the transfer of such Additional Facility, provided that the Minimum Rent shall be increased by an amount equal to six and nine tenths percent (6.9%) of the amount of such recording costs, transfer taxes and title insurance premiums paid by Lessor (subject to increase each year in accordance with Exhibit B to the Master Lease); and

(vi) all approvals, consents, permissions of, and all filings and notices to, any Governmental Authority required in connection with the purchase and sale of the applicable Additional Facility contemplated by this Section 12 shall have been obtained or made, as applicable.

(d) On each applicable Additional Facilities Closing Date, the parties will exchange duplicate original, executed counterparts of the Conveyance Documents and an addendum to the Master Lease in the form attached hereto as Exhibit C (the “Addendum”) with respect to the Applicable Additional Facility and Guarantor shall cause the original Owner’s Policy to be delivered to Grantee.

(e) The applicable purchase price for all of the Additional Facilities Purchase Transactions shall be Two Hundred Seventy Five Million Dollars ($275,000,000) in the aggregate (the “Additional Facilities Purchase Price”), as allocated to each Additional Facility as set forth on Schedule 1 attached hereto (based on Allocated Initial Investment).  The Additional Facility Purchase Price allocated to each Additional Facility shall be payable by Lessor on each Additional Facilities Closing Date in cash, by wire transfer of immediately available funds to an account of an escrow agent mutually acceptable to, and designated by, Lessee, Guarantor and Lessor (the “Escrow Agent”).  On such Additional Facilities Closing Date, Lessee, Lessor and Guarantor shall execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to pay the portion of the Additional Facilities Purchase Price paid by Lessor on such Additional Facilities Closing Date to Lessor as a pre-payment of the Tranche A Deferred Rent Obligation, which shall constitute such a prepayment of the Tranche A Deferred Rent Obligation in the amount of such payment. On each Additional Facilities Closing Date, the applicable Additional Facility Owner shall transfer the applicable Additional Facility to the

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applicable Grantee free of any liens and encumbrances (other than tax liens not yet due and payable and encumbrances set forth on the Owner’s Policy) and such Additional Facility Owner shall execute all documents and take any actions reasonably necessary to evidence the transfer of such ownership and discharge any liens and encumbrances thereon (other than tax liens not yet due and payable and encumbrances set forth on the Owner’s Policy) and otherwise comply with Sections 12(c) and 12(d) above.  Additionally, promptly following Lessor’s written request therefor, Guarantor shall cause the applicable Additional Facility Owner to supply or cause to be supplied to Lessor all material documents and information pertaining to the operation of the applicable Additional Facilities as Lessor shall reasonably request including, without limitation, copies of the certificates of occupancy for each applicable Additional Facility, copies of all necessary permits, approvals, healthcare licenses and Medicare certifications necessary for the operation of each applicable Additional Facilities.

(f) Guarantor and Lessor shall use all commercially reasonable efforts to obtain all necessary consents and approvals of, and make any filings and notifications of, any Governmental Authority required to consummate each Additional Facilities Purchase Transaction on or prior to October 1, 2015.

(g) Upon the closing of each Additional Facilities Purchase Transaction on each Additional Facilities Closing Date, the Master Lease shall be automatically amended to add the applicable Additional Facility to Exhibit A-4 of the Master Lease as “Pool 4 Facilities” with the information as shown on Schedule 1 attached hereto, which shall be memorialized by the entering into of an Addendum in connection therewith.

(h) Lessor or its Affiliate may elect to purchase the Additional Facilities  from the Additional Facilities Owners through a 1031 Exchange (the “Additional Facilities 1031 Exchange”).  In the event that Lessor or its Affiliate shall so elect, Lessor or its Affiliate shall give written notice to Guarantor and any escrow holder of such election and the following shall apply: (i)  Lessor or its Affiliate may attempt to identify before the closing other property which qualifies as “like-kind” property for a 1031 Exchange (the “Target Property”) by giving written notice to Guarantor and any escrow holder and identifying to such escrow holder the Target Property prior to the applicable Additional Facilities Closing Date or (ii) if  Lessor or its Affiliate has not so identified the Target Property before the applicable Additional Facilities Closing Date, then Lessor or its Affiliate shall proceed with the closing unless Lessor or its Affiliate at its option enters into an exchange agreement with an accommodation party (“Accommodator”) in order to facilitate a non-simultaneous exchange.  If an Accommodator is so designated, Lessor or its Affiliate shall cause the Accommodator (A) to acquire title to the Additional Facilities from the Additional Facilities Owners at or before the applicable Additional Facilities Closing Date and (B) to transfer title in the applicable Additional Facilities to Lessor at the applicable closing for the applicable portion of the Additional Facilities Purchase Price.  Guarantor shall (at the sole cost and expense of Lessor) (i) reasonably cooperate with any such Additional Facilities 1031 Exchange, including but not limited to executing and delivering additional documents reasonably requested or approved by Lessor or its Affiliate and (ii) reasonably cooperate with Lessor in connection with the satisfaction of disclosure and reporting obligations of Lessor or its Affiliate 

12

 

arising pursuant to applicable Legal Requirements;  provided,  however, that in the case of each of clause (i) and clause (ii), such cooperation does (a) not delay the applicable Additional Facilities Closing Date or (b) result in the Guarantor incurring additional costs (except to the extent reimbursed by Lessor) or assuming additional liabilities.

(i) Guarantor acknowledges that the sale of the Additional Facilities to Lessor as contemplated by this Section 12 and the addition of the applicable Additional Facilities to the Pool 4 Facilities as provided for herein is in the best interest of Guarantor and Guarantor, as the indirect parent entity of Lessee, expects to derive substantial benefit therefrom and has received fair and equivalent value therefor.

(j) Unless otherwise agreed by Guarantor and Lessor, in the event that the purchase and sale of any of the Additional Facilities contemplated by this Section 12 has not been consummated on or prior to the first anniversary of the Effective Date, the obligations of the parties under this Section 12 with respect to such Additional Facility shall automatically terminate and be of no further force and effect and no party hereto shall have any further obligation or liability under this Section 12 with respect to such Additional Facility, other than with respect to any breach of this Section 12 occurring prior to such termination.

(k) Opco Subleases.

(i) The definition of Opco Subleases is hereby deleted in its entirety and replaced with the following in lieu thereof:

“Opco Subleases:  Those existing operating subleases of an entire facility between Lessee and a wholly-owned Subsidiary of Lessee described on Schedule 4 hereto, and any sublease of an entire Additional Facility to an Additional Facility Owner or a Subsidiary of an Additional Facility Owner, each of which is pre-approved by Lessor subject to Lessee’s delivery to Lessor of (i) a fully executed Agreement Regarding Sublease in the form attached hereto as Exhibit H-1 and made a part hereof, with respect to each such sublease (provided that, for the purpose of any sublease with respect to the Additional Facilities, such Agreement Regarding Sublease shall not include Section 5 of Exhibit H-1 so long as such Additional Facility Owner, as subtenant under the Opco Sublease is not a Subsidiary of Lessee), and (ii) an amendment to, or modification or replacement of such operating sublease that in all material substance, conforms to the terms and provisions set forth in the form of Sublease attached hereto as Exhibit H-2 and made a part hereof.”

(ii) In the event that an Opco Sublease with respect to any Additional Facility is entered by Lessee with a wholly owned Additional Facility Owner or a Subsidiary of an Additional Facility Owner, the Master Lease shall be automatically amended to add the description of such operating sublease to Schedule 4 thereto, which shall be memorialized by the entering of an Addendum in connection therewith.

(iii) Notwithstanding anything to the contrary contained in the Master Lease and specifically for purposes of Exhibit H-1 of the Master Lease, all requirements that a

13

 

Sublessee be a wholly-owned subsidiary of Lessee and any representations with respect to the same shall instead also permit a Sublessee to be an Additional Facility Owner or a Subsidiary of an Additional Facility Owner.

(iv) Section 2(b) of Exhibit H-1 of the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof:

“(b) Subordination to Lease. Each Sublease (and the rights of Sublessee thereunder, including, without limitation, any options to extend granted therein) and any other documents, instruments or understandings between Lessee and Sublessee relative to any Sublease, any Subleased Premises and/or the operation thereof, shall be subject and subordinate to all of the terms and conditions of the Lease, including, without limitation, those governing proposed improvements, alterations, insurance, security interests in favor of Lessor granted by Lessee under the Lease (including, without limitation Section 16.9 thereof), casualty and Condemnation. Without limiting the foregoing, nothing contained herein shall (i) bind Lessor to any of the terms, conditions or covenants of any Sublease or (ii) be deemed Lessor's consent or agreement to any change or modification to the Lease. Each of Lessee and Sublessee acknowledges that (A) it has reviewed the Lease, (B) certain provisions of the Subleases are or may be in conflict with provisions of the Lease and that in the event of any conflict, as between Lessor and the other parties hereto, the terms of the Lease shall control, and (C) neither Lessor's acknowledgement to any Sublease nor this Agreement constitutes Lessor's acceptance of any modification of the Lease. Nothing contained in this Agreement shall constitute an express or implied waiver by Lessor of any rights or benefits that it is entitled to under the Lease. In addition, and without limiting the foregoing, each of Lessee and Sublessee further acknowledges and agrees that, except as provided in Section 2(c) below, Sublessee shall not have any right to occupy or otherwise use any Subleased Premises (or the Personal Property thereat) following the expiration of the Term of the Lease or any earlier termination of the Lease with respect to such Subleased Premises, including, without limitation, any termination by reason of (w) an Event of Default, (x) any damage or destruction, (y) a Condemnation, or (z) the mutual termination thereof by Lessee and Lessor.”

13. Reaffirmation of Guaranty.  By execution of this Amendment, Guarantor (a) reaffirms, ratifies and confirms all of the terms, covenants and conditions of the Guaranty and acknowledges that the Guaranteed Obligations (as defined in the Guaranty) remain in full force and effect; and that the Guaranteed Obligations shall include Lessee’s obligation to pay the Deferred Rent Obligation as provided in this Amendment, (b) agrees that its obligations thereunder are not released, diminished, impaired or reduced or otherwise adversely affected by this Amendment and agrees to be bound by the obligations and covenants of Guarantor provided in this Amendment.  All references in the Guaranty to “the Lease” shall mean the Master Lease, as amended by this Amendment and as the Master Lease may hereafter be amended or modified. 

14

 

Guarantor covenants, represents, and warrants that (i) as of the date hereof, Guarantor has no defenses, offsets, or counterclaims to its undertakings, obligations, agreements, or indemnities contained in the Guaranty to the enforcement of Lessor’s rights and remedies thereunder or to the payment of any amounts that may become payable thereunder, (ii) the Guaranty, as hereby ratified and confirmed, is Guarantor’s legal, valid, and binding obligation, (iii) Guarantor has received and reviewed, and is satisfied with, all terms and conditions of this Amendment, (iv) Guarantor is the indirect parent entity of Lessee, and Guarantor continues to deem the granting, execution and delivery of the Master Lease, as amended hereby, to be in Guarantor’s best interest, and Guarantor expects to derive substantial benefit therefrom, and (v) there is no action or proceeding pending, or, to the best of Guarantor’s knowledge, threatened, against Guarantor before any court or administrative agency that may adversely affect Guarantor’s obligations under the Guaranty, as ratified and confirmed hereby.  

14. Cooperation Agreement.  By execution of this Amendment, Lessor and Lessee reaffirm and restate the terms and conditions of the Cooperation Agreement.  All terms and conditions of the Cooperation Agreement shall remain unchanged and continue in full force and effect.  

15. Costs and Expenses.  Notwithstanding anything contained in Section 42.2 of the Master Lease to the contrary, each party shall bear its own costs and expenses, including, without limitation, attorneys’ fees, expenses and disbursements, relating to the preparation and execution of this Amendment and related documents.  

16. Further Assurances.  The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Amendment.

17. Full Force and Effect; Acknowledgement.   In the event of any inconsistencies between this Amendment and the Master Lease, the terms of this Amendment shall govern and control.  Except as  modified by this Amendment, all other terms and conditions of the Master Lease shall remain unchanged and continue in full force and effect and the parties hereby reaffirm the terms and conditions of the Master Lease, as modified by this Amendment.

18. Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO RECOVERY OF POSSESSION OF THE LEASED PROPERTY OF ANY FACILITY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE CONSTRUED AND ENFORCED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE IN WHICH THE LEASED PROPERTY OF SUCH FACILITY IS LOCATED.

15

 

19. Counterparts; Facsimile or Electronically Transmitted Signatures. This Amendment 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 Amendment, and Lessor, Guarantor and Lessee each intend to be bound by the signatures on the document transmitted by facsimile or such other electronic means.

20. Severability.  If any term, condition or provision of this Amendment or the application thereof to any circumstance or party hereto shall be invalid or unenforceable to any extent, the remaining terms, conditions and provisions of this Amendment or the application thereof to any circumstance or party hereto, other than that held invalid or unenforceable, shall not be affected thereby and each remaining term, condition and provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.

21. Changes in Writing.  This Amendment may not be orally changed or terminated, nor any of its provisions waived, except by an agreement in writing signed by the party against whom enforcement of any changes, termination or waiver is sought.

22. Headings.  The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the Lease or this Amendment nor the intent of any provision thereof or hereof.

23. Authority.  Guarantor, Lessee and Lessor each hereby represents and warrants that it has full right, power and authority to enter into this Amendment and that the person executing this Agreement on behalf of Guarantor, Lessee and Lessor, respectively, is duly authorized to do so.

24. No Presumption.  This Amendment has been freely negotiated by the parties hereto and in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Amendment or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Amendment or any portion thereof.

25. Entire Agreement.  The Master Lease, as amended by this Amendment (including any Exhibits and Schedules referred to therein or herein), the Guaranty and the Cooperation Agreement contain the entire agreement between the parties and all understandings and agreements previously made between the parties (and not referred to above) are merged herein with respect to the subject matter hereof, which, together with any contemporaneously executed agreements, alone fully and completely expresses their agreement.

26. Inducement.  In order to induce Lessor to enter into this Amendment, Guarantor and Lessee, jointly and severally, represent and warrant to Lessor that, subject to receipt of the approval of Governmental Authorities required in connection with the Additional Facilities Purchase Transaction, the execution and delivery of this Amendment and compliance with the provisions hereof (including the sale of the Additional Facilities to Grantee and the leaseback of

16

 

any Additional Facilities to Lessee as contemplated by any Addendum to be entered into in connection with any Additional Facilities Purchase Transaction) will not result in a material breach or violation of, or the acceleration of any material obligation under, any material agreement or instrument to which Guarantor, Lessee or their Subsidiaries is a counterparty or is bound.  In order to induce Lessee and Guarantor to enter into this Amendment, Lessor represents and warrants to Lessee and Guarantor that, subject to receipt of the approval of Governmental Authorities required in connection with the Additional Facilities Purchase Transaction, the execution and delivery of this Amendment and compliance with the provisions hereof (including the purchase of the Additional Facilities and the leaseback of any Additional Facilities to Lessee as contemplated by any Addendum to be entered into in connection with any Additional Facilities Purchase Transaction) will not result in a material breach or violation of, or the acceleration of any material obligation under, any material agreement or instrument to which Lessor or its Subsidiaries is a counterparty or is bound.

27. Confidentiality.  This Amendment shall be subject to the confidentiality provisions of Section 45.1.7 of the Master Lease and Section 45.1.7 of the Master Lease is hereby incorporated by reference herein mutatis mutandi.  

[NO FURTHER TEXT ON THIS PAGE]

 

 

 

17

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

 

 

 

 

“LESSOR”

 

 

 

HCP PROPERTIES, LP, a Delaware limited partnership

 

 

 

 

 

By:HCP I-B Properties, LLC, a Delaware limited liability company, its General Partner

 

 

 

HCP WEST VIRGINIA PROPERTIES, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF ALEXANDRIA VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF ARLINGTON VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF MIDWEST CITY OK, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES OF TULSA OK, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company

 

[Signature Page to Tenth Amendment to Master Lease and Security Agreement]

 

 

 

 

 

 

 

 

HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-LEXINGTON SC, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-OAKMONT OF UNION SC, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC, a Delaware limited liability company

 

 

 

HCP PROPERTIES-XXXX XXXXXX-CHARLESTON SC, LLC, a Delaware limited liability company

 

 

 

HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company

 

 

 

 

 

 

By:

/s/  Xxxx Xxxxxxxxx

 

Name:

Xxxx Xxxxxxxxx

 

Title:

Executive Vice President

 

 

 

 

 

 

[Signature Page to Tenth Amendment to Master Lease and Security Agreement]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

 

 

 

 

 

 

“LESSEE”

 

 

 

HCR III HEALTHCARE, LLC,

 

a Delaware limited liability company

 

 

 

 

By:

/s/  Xxxx X. Xxxxxx

 

Name:

Xxxx X. Xxxxxx

 

Title:

President

 

 

[Signature Page to Tenth Amendment to Master Lease and Security Agreement]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

 

 

 

 

 

 

“GUARANTOR”

 

 

 

HCR MANORCARE, INC.,

 

a Delaware corporation

 

 

 

 

 

 

By:

/s/  Xxxx X. Xxxxxx

 

Name:

Xxxx X. Xxxxxx

 

Title:

President

 

 

 [Signature Page to Tenth Amendment to Master Lease and Security Agreement]

 

 

 

 

EXHIBIT A-1

 

Replacement Exhibit A-1 to Master Lease

 

(see attached)

 

 

 

 

 

EXHIBIT A-1

 

Facility

Facility Owner/ Lessor

Facility Description

and Primary Intended Use

Initial

Monthly
Allocated
Minimum
Rent

Allocated Initial
Investment

Fixed Term

1st 
Extended 
Term

2nd 
Extended 
Term

HCP ID

Sub-A

Manor Care of Pike Creek
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 167 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx xx Xxxx Xxxxxx

00000 Xxx Xxxx

Xxxxxx Xxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Sarasota
0000 Xxxxx Xxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

1659

Manor Care of Venice
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 129 beds

[***]

[***]

18 years

17 years

5 years

1660

Manor Care of Dunedin
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1661

HHCC Kendall

0000 Xxxxxxxxx 000xx Xxxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care / assisted living facility consisting of 174 beds

[***]

[***]

18 years

17 years

5 years

0000

XXXX Xxxxx Xxxxx

0000 Xxxxxxxxx 000xx Xxxxxx

Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1663

Manor Care of West Palm Beach

0000 Xxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1915

Manor Care of Boynton Beach
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 180 beds

[***]

[***]

18 years

17 years

5 years

1916

HHCC Ft. Xxxxx
0000 Xxxxxxx Xxxxx
Xx. Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1664

HHC & Rehab Ctr Boca
0000 Xxxx Xxx Xxx Xxxxx
Xxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1665

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Arden Court of Palos Heights
0000 Xxxx Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx xx Xxxxxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

1667

HHCC Henry

0000 Xxxxxxxxxx Xxxx

Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 94 beds

[***]

[***]

18 years

17 years

5 years

1668

Manor Care of Potomac

00000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000

HCP Maryland Properties,
LLC

Skilled nursing facility / long term care facility consisting of 158 beds

[***]

[***]

18 years

17 years

5 years

1669

Oakland

000 Xxxx Xxxxx Xxxxxxxxx

Xxxx, XX 00000

(this facility also includes additional property identified as assessor’s parcel number 88-2003-102-022 )

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1670

MCHS Mountainside
0000 Xxxxx 00

Xxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 151 beds

[***]

[***]

18 years

17 years

5 years

1671

Heartland of Marion
000 Xxxxx Xxxx Xxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1672

Heartland of Miamisburg

000 Xxx Xxxxx Xxxxxxxxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility /assisted living facility consisting of 160 beds

[***]

[***]

18 years

17 years

5 years

1673

Heartland of Bellefontaine
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

18 years

17 years

5 years

1674

Heartland of Waterville
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 141 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Parma
0000 Xxxxxxx Xxxx
Xxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 59 beds

[***]

[***]

18 years

17 years

5 years

1676

Heartland of Centerville 0000 Xxxx Xxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Monroeville 000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx xx Xxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

17 years

5 years

1679

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Manor Care of Monroeville 000 XxxXxxx Xxxxx Xxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1680

Manor Care of Bethel Park 00 Xxxxxxxx Xxxx

Xxxxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 160 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Susquehanna 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 64 beds

[***]

[***]

18 years

17 years

5 years

1682

Whitehall Borough
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 150 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Austin
00000 Xxxx Xxxx Xxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

18 years

17 years

5 years

0000

Xxxxx Xxxxx of Arlington 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxx

Xxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

18 years

17 years

5 years

1685

Manor Care of Gig Harbor

0000 00xx Xxxxxx Xxxxx Xxxxxxxxx

Gig Harbor, WA 98335

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1686

MCHS Pewaukee

X00X00000 Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

17 years

5 years

1687

Sub-B

Manor Care of Sunnyvale
0000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxx Xxxxx xx Xxxx Xxxx Xxxxx

0000 Xxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

12 years

5 years

1630

HHCC Jacksonville

0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx

Xxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 117 beds

[***]

[***]

18 years

12 years

5 years

1631

Manor Care of Marietta (GA) 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 117 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxx Xxxxx Xxxxx Xxxxxxx 0000 Xxxx 000xx Xxxxxx Xxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxx Xxxx xx Xxxxx Xxxxxxx 0000 Xxxx 000xx Xxxxxx Xxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 200 beds

[***]

[***]

18 years

12 years

5 years

1634

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Riverview Senior Living Community / HHCC-Riverview 000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility / assisted living facility consisting of 307 beds

[***]

[***]

18 years

12 years

5 years

1635

Manor Care of Overland Park 0000 Xxxx 000xx Xxxxxx Xxxxxxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 248 beds

[***]

[***]

18 years

12 years

5 years

1636

Manor Care of Towson

000 Xxxx Xxxxx Xxxx
Xxxxxx, XX 00000

HCP Maryland Properties,
LLC

Skilled nursing facility / long term care facility consisting of 127 beds

[***]

[***]

18 years

12 years

5 years

1637

Manor Care of Bethesda

0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000

HCP Maryland Properties,
LLC

Skilled nursing facility / long term care facility consisting of 110 beds

[***]

[***]

18 years

12 years

5 years

1638

Manor Care of Rossville

0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000

HCP Maryland Properties,
LLC

Skilled nursing facility / long term care facility consisting of 172 beds

[***]

[***]

18 years

12 years

5 years

0000

XXXX Xxxxxxxx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 109 beds

[***]

[***]

18 years

12 years

5 years

1640

HHCC Xxxxxx

00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 124 beds

[***]

[***]

18 years

12 years

5 years

1641

HHCC Whitehall

000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 125 beds

[***]

[***]

18 years

12 years

5 years

1642

Heartland of Willow Lane 000 Xxxxx Xxxx Xxxxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 98 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxx Xxxxx of Westlake
00000 Xxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

12 years

5 years

1644

Manor Care of North Olmsted

00000 Xxxxxx Xxxx

Xxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 178 beds

[***]

[***]

18 years

12 years

5 years

1645

Manor Care of Xxxxxxxx Heights

0000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 150 beds

[***]

[***]

18 years

12 years

5 years

1646

Heartland of Springfield
0000 Xxxx Xxxx
Xxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 126 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxxxxxx Xxxxxxxxxxx 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

18 years

12 years

5 years

1648

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Arden Court of King of Prussia

000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

12 years

5 years

1649

Manor Care of Carlisle
000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 150 beds

[***]

[***]

18 years

12 years

5 years

1650

Manor Care of Easton
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 227 beds

[***]

[***]

18 years

12 years

5 years

1651

HHCC at Willowbrook

00000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care / assisted living facility consisting of 186 beds

[***]

[***]

18 years

12 years

5 years

1652

MCHS South Xxxxx
0000 Xxxxx 0000 Xxxx
Xxxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

18 years

12 years

5 years

0000

Xxxxx Xxxxx of Fair Oaks

00000 Xxx Xxxxxxx Xxx

Xxxxxxx

Xxxxxxx, XX 00000

HCP Properties-Fair Oaks of
Fairfax VA, LLC

Assisted living facility consisting of 56 beds

[***]

[***]

18 years

12 years

5 years

1654

Heartland of Clarksburg

000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000

HCP West Virginia
Properties, LLC

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

12 years

5 years

1655

Sub-C

Manor Care of Decatur (GA) 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

18 years

9 years

5 years

1608

Manor Care of Cedar Rapids 0000 0xx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 105 beds

[***]

[***]

18 years

9 years

5 years

1609

Manor Care of Wilmette
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 80 beds

[***]

[***]

18 years

9 years

5 years

1610

HHCC Galesburg
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 84 beds

[***]

[***]

18 years

9 years

5 years

1611

Manor Care of Indy South 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

18 years

9 years

5 years

1612

MCHS Kingsford

0000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 107 beds

[***]

[***]

18 years

9 years

5 years

1613

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manor Care of Fargo

0000 Xxxxxxxxxx Xxxxx Xxxxx

Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 131 beds

[***]

[***]

18 years

9 years

5 years

1614

MC Health Srvcs New

Providence

000 Xxxxx Xxxxx

Xxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 106 beds

[***]

[***]

18 years

9 years

5 years

1615

Heartland of Eaton

000 Xxxxx Xxxxx Xxxxxx
Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

18 years

9 years

5 years

1616

Manor Care of Northwest OKC

0000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx, XX 00000

HCP Properties of
Oklahoma City
(Northwest), LLC

Skilled nursing facility / long term care facility consisting of 132 beds

[***]

[***]

18 years

9 years

5 years

1617

Manor Care of Tulsa

0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx, XX 00000

HCP Properties of Tulsa OK,
LLC

Skilled nursing facility / long term care facility consisting of 118 beds

[***]

[***]

18 years

9 years

5 years

1618

Manor Care of West Reading SNF

000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 176 beds

[***]

[***]

18 years

9 years

5 years

0000

Xxxxx Xxxx Xxxxx Xxxx
000 Xxxxxxx Xxxxx
Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 151 beds

[***]

[***]

18 years

9 years

5 years

1620

Manor Care of Elizabethtown

000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care / assisted living facility consisting of 99 beds

[***]

[***]

18 years

9 years

5 years

1621

Manor Care of Kingston Court

0000 Xxxxxxxx Xxxxx

Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 151 beds

[***]

[***]

18 years

9 years

5 years

0000

Xxxxxxx Xxxx

000 Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000

HCP Properties-Oakmont
West-Greenville SC, LLC

Skilled nursing facility / long term care facility consisting of 125 beds

[***]

[***]

18 years

9 years

5 years

1623

Manor Care of Aberdeen 000 0xx Xxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 99 beds

[***]

[***]

18 years

9 years

5 years

1624

Manor Care of Sharpview

0000 Xxxxxxxxx

Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 134 beds

[***]

[***]

18 years

9 years

5 years

0000

Xxxxx Xxxx xx Xxxxx Xxx Xxxx

0000 Xxxxxxx Xxxxxx
Xxxxx Xxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 105 beds

[***]

[***]

18 years

9 years

5 years

1626

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MCHS Kenosha

0000 Xxxxxxxxxx Xxxx

Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 153 beds

[***]

[***]

18 years

9 years

5 years

1627

Heartland of Martinsburg

000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000

HCP West Virginia
Properties, LLC

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

18 years

9 years

5 years

1628

Sub-D

Heartland of Holland
000 Xxxx 00xx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 103 beds

[***]

[***]

18 years

5 years

5 years

1606

MCHS Cherry Hill
0000 Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 108 beds

[***]

[***]

18 years

5 years

5 years

1607

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

EXHIBIT A-2

 

Replacement Exhibit A-2 to Master Lease

 

(see attached)

 

 

 

 

 

EXHIBIT A-2

 

 

 

 Primary Intended Use


Allocated
Minimum
Rent

 

 

 

 

 

Facility

Facility Owner/ Lessor

Facility Description

and Primary Intended Use

Initial

Monthly
Allocated
Minimum
Rent

Allocated Initial
Investment

Fixed Term

1st 
Extended
Term

2nd
Extended
Term

HCP ID

Sub-A

Arden Courts MCHS Avon
000 Xxxxxx Xxxxx
Xxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 64 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxx Xxxxx of Wilmington
000 0/0 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxx Xxxx xx Xxxx Xxxxxx

0000 Xxxxx Xxxx
Xxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 180 beds

[***]

[***]

19 years

16 years

5 years

1744

Manor Care of Boca Raton

000 Xxxxxxxxx 00xx Xxxxxx
Xxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 180 beds

[***]

[***]

19 years

16 years

5 years

1745

Heartland of Tamarac

0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care /assisted living facility consisting of 163 beds

[***]

[***]

19 years

16 years

5 years

1746

HHCC-Boynton Beach

0000 Xxx Xxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

0000

XXXX Xxxxxxxxxxxx
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

1748

HHCC Prosperity Oaks

00000 Xxxxxxxxxx Xxxxx Xxxx Xxxx
Xxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxxx Xxxx Xxxx & Xxxxx Xxx X
0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

19 years

16 years

5 years

1750

HHCC Lauderhill

0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 109 beds

[***]

[***]

19 years

16 years

5 years

1751

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Arden Court of Winter Springs
0000 Xxxxx Xxxxxxx Xxxxx

Xxxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

19 years

16 years

5 years

1752

MCHS West Des Moines

0000 Xxxxx Xxxxx Xxxxx
Xxxx Xxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

1753

MCHS Elk Grove Village SNF

0000 Xxxxx Xxxx

Xxx Xxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 190 beds

[***]

[***]

19 years

16 years

5 years

0000

XXXX Xxxxxx

0000 Xxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 90 beds

[***]

[***]

19 years

16 years

5 years

1755

HHCC Homewood

000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

1756

Manor Care of Silver Spring

0000 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000

HCP Maryland Properties, LLC

Skilled nursing facility / long term care facility consisting of 148 beds

[***]

[***]

19 years

16 years

5 years

1757

Springhouse of Pikesville
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Maryland Properties, LLC

Assisted living facility consisting of 105 beds

[***]

[***]

19 years

16 years

5 years

1758

Manor Care of W Bloomfield

0000 Xxxxxxxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxx Xxxxx of Livonia
00000 Xxxxx Xxxx Xxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxx Xxxxxx XXXX Xxxx Orange

000 Xxxxxxxx Xxxxxx

Xxxx Xxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

19 years

16 years

5 years

1761

Parma

0000 Xxxx Xxxxxxx Xxxx
Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

16 years

5 years

0000

Xxxxx Xxxxx of Xxxxxxxx Twp 0000 Xxxxxx Xxxx Xxxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 60 beds

[***]

[***]

19 years

16 years

5 years

1763

Manor Care Huntingdon Valley

0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 130 beds

[***]

[***]

19 years

16 years

5 years

1764

Manor Care of King of Prussia

000 Xxxx Xxxxxx Xxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 150 beds

[***]

[***]

19 years

16 years

5 years

1765

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 


Xxxxxxxxxx, XX 00000

 

 

 

 

 

 

 

 

Manor Care of McMurray

000 Xxxx XxXxxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

19 years

16 years

5 years

1766

Manor Care of Imperial

0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000

HCP Properties-Imperial of Richmond VA, LLC

Skilled nursing facility / long term care facility consisting of 128 beds

[***]

[***]

19 years

16 years

5 years

1767

Manor Care of Lynnwood

0000 000xx Xxxxxx, Xxxxxxxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 113 beds

[***]

[***]

19 years

16 years

5 years

1768

Manor Care of Tacoma

0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

(this facility also includes additional property identified as assessor’s parcel number 0000000000 )

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 124 beds

[***]

[***]

19 years

16 years

5 years

1769

Sub-B

Manor Care of Walnut Creek

0000 Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 155 beds

[***]

[***]

19 years

15 years

5 years

1741

Sub-C

Manor Care of Hemet

0000 Xxxx Xxxxxxx Xxxxxx
Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 178 beds

[***]

[***]

19 years

11 years

5 years

1712

Manor Care of Denver

000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 160 beds

[***]

[***]

19 years

11 years

5 years

0000

Xxxxx Xxxxx xx Xxxx Xxxxxx

0000 Xxxxx Xxxx

Xxxx Xxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

19 years

11 years

5 years

1714

Manor Care Oak Lawn East

0000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 122 beds

[***]

[***]

19 years

11 years

5 years

1715

MCHS Prestwick

000 Xxxxx Xxxxxx Xxxx 000Xxxx
Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 140 beds

[***]

[***]

19 years

11 years

5 years

1716

Manor Care of Wichita

0000 Xxxx 00xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 118 beds

[***]

[***]

19 years

11 years

5 years

1717

MCHS Largo

000 Xxxxx Xxxx

Xxxxx Xxxxxxxx, XX 00000

HCP Maryland Properties, LLC

Skilled nursing facility / long term care facility consisting of 130 beds

[***]

[***]

19 years

11 years

5 years

1718

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

Arden Court of Sterling Hts
00000 Xxxx Xxxxxxxx Xxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 56 beds

[***]

[***]

19 years

11 years

5 years

1719

Fostrian AL

000 Xxxxxxxxx Xxxxx

Xxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 40 beds

[***]

[***]

19 years

11 years

5 years

1720

HHCC Fostrian

000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 118 beds

[***]

[***]

19 years

11 years

5 years

1721

HHCC Georgian East

00000 Xxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 80 beds

[***]

[***]

19 years

11 years

5 years

1722

Arden Courts MCHS Cherry Hill
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxx Xxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 54 beds

[***]

[***]

19 years

11 years

5 years

1723

Heartland of Jackson

0000 Xxxxx Xxxxx 00
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

19 years

11 years

5 years

1724

Heartland of Indian Lake Rehab

00000 X.X. Xxxxxxx 00
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 51 beds

[***]

[***]

19 years

11 years

5 years

1725

Heartland of Bucyrus

0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 96 beds

[***]

[***]

19 years

11 years

5 years

1726

Heartland of Kettering

0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

19 years

11 years

5 years

1727

Heartland of Marietta

0000 Xxxxx Xxxxx 00
Xxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 101 beds

[***]

[***]

19 years

11 years

5 years

1728

Heartland of Portsmouth

00 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 121 beds

[***]

[***]

19 years

11 years

5 years

1729

Heartland of Piqua

000 Xxxxxx Xxxxx
Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 100 beds

[***]

[***]

19 years

11 years

5 years

1730

Manor Care of Allentown

0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 166 beds

[***]

[***]

19 years

11 years

5 years

1731

Manor Care of Bethlehem 2021

0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 227 beds

[***]

[***]

19 years

11 years

5 years

1732

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 


Xxxxxxxxxxxx, XX 00000

 

 

 

 

 

 

 

 

Manor Care of Chambersburg

0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 210 beds

[***]

[***]

19 years

11 years

5 years

1733

Manor Care of Jersey Shore

0000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]

19 years

11 years

5 years

1734

Manor Care of Sunbury

000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 126 beds

[***]

[***]

19 years

11 years

5 years

1735

Manor Care of Camp Hill

0000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care / assisted living facility consisting of 144 beds

[***]

[***]

19 years

11 years

5 years

1736

Heartland of Xxxx Xxxxxx

0000 Xxx Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000

HCP Properties-Xxxx Xxxxxx- Charleston SC, LLC

Skilled nursing facility / long term care facility consisting of 99 beds

[***]

[***]

19 years

11 years

5 years

1737

Oakmont East

000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000

HCP Properties-Oakmont East- Greenville SC, LLC

Skilled nursing facility / long term care facility consisting of 132 beds

[***]

[***]

19 years

11 years

5 years

1738

Heartland of Xxxxxx

000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000

HCP West Virginia Properties, LLC

Skilled nursing facility / long term care facility consisting of 122 beds

[***]

[***]

19 years

11 years

5 years

1739

Sub-D

Manor Care of Davenport

000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 105 beds

[***]

[***]

19 years

8 years

5 years

1690

HHCC-Normal

000 Xxxxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 116 beds

[***]

[***]

19 years

8 years

5 years

1691

Manor Care of Rolling Xxxxxxx

0000 Xxxxxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 155 beds

[***]

[***]

19 years

8 years

5 years

1692

HHCC Macomb

0 Xxxxxxx Xxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 80 beds

[***]

[***]

19 years

8 years

5 years

1693

HHCC Moline

000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 149 beds

[***]

[***]

19 years

8 years

5 years

1694

Manor Care of Wheaton

00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000

HCP Maryland Properties, LLC

Skilled nursing facility / long term care facility consisting of 94 beds

[***]

[***]

19 years

8 years

5 years

1695

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with

the Securities and Exchange Commission.

 

 

 


Chevy Chase, MD 20815

 

 

 

 

 

 

 

 

Manor Care of Chevy Chase

0000 Xxxxx Xxxx Xxxx
Xxxxx Xxxxx, XX 00000

HCP Maryland Properties, LLC

Skilled nursing facility / long term care facility consisting of 172 beds

[***]

[***]

19 years

8 years

5 years

1696

HHCC Xxxxx Park

0000 Xxxxx Xxxx
Xxxxx Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 171 beds

[***]

[***]

19 years

8 years

5 years

0000

XXXX Xxxxxxxxx

000 00xx Xxxxxxxxx
Xxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 92 beds

[***]

[***]

19 years

8 years

5 years

1698

Heartland of Woodridge AL
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Assisted living facility consisting of 184 beds

[***]

[***]

19 years

8 years

5 years

1699

Heartland of Woodridge SNF

0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 112 beds

[***]

[***]

19 years

8 years

5 years

0000

Xxxxxxxxx xx Xxxxxxxxxx

000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 82 beds

[***]

[***]

19 years

8 years

5 years

1701

Manor Care of Midwest City

0000 Xxxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000

HCP Properties of Midwest City OK, LLC

Skilled nursing facility / long term care facility consisting of 116 beds

[***]

[***]

19 years

8 years

5 years

1702

Manor Care of Lancaster

000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 172 beds

[***]

[***]

19 years

8 years

5 years

1703

Manor Care of Yeadon

00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 198 beds

[***]

[***]

19 years

8 years

5 years

0000

Xxxxxxxxx Xxxxxxx Xxxxxx

0000 Xxxxx Xxxxxx
Xxxx, XX 00000

HCP Properties, LP

Skilled nursing facility / long term care facility consisting of 120 beds

[***]

[***]