EXHIBIT 10.29
OMNIBUS AMENDMENT TO FACILITY LEASE AGREEMENTS,
CONSENT TO MERGER AND
CONFIRMATION OF GUARANTIES
--------------------------
THIS AGREEMENT is made as of the 31st day of July, 1998 by and among
HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP, a Massachusetts limited
partnership having a place of business at Harbor Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "New Hampshire Lessee"); HARBORSIDE TOLEDO
LIMITED PARTNERSHIP, a Massachusetts limited partnership having a place of
business at Harbor Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Swanton Lessee"); HHCI LIMITED PARTNERSHIP, a Massachusetts limited partnership
having a place of business at Harbor Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "HHCI Lessee"); (the Swanton Lessee, the New Hampshire
Lessee and the HHCI Lessee being hereinafter collectively referred to as the
"Lessees" and singly as a "Lessee"); HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP,
a Massachusetts limited partnership having its principal place of business at
Harbor Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Guarantor"); HARBORSIDE HEALTHCARE CORPORATION, a Delaware corporation having
its principal place of business at Harbor Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Harborside"); and MEDITRUST COMPANY LLC, a Delaware
limited liability company, having a principal address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Lessor"), successor by merger to
Meditrust of Ohio, Inc. ("Meditrust-OH"), Meditrust of New Hampshire, Inc.
("Meditrust-NH"), Meditrust of Bedford, Inc. ("Meditrust-Bedford"), Meditrust of
Florida, Inc. ("Meditrust-FL"), Meditrust of New Jersey, Inc. ("Meditrust-NJ"),
and Meditrust Tri-states, Inc. ("Meditrust-Tri-States").
W I T N E S S E T H:
--------------------
WHEREAS, the Lessor and the New Hampshire Lessee are parties to those
certain Facility Lease Agreements described in EXHIBIT A attached hereto and
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incorporated herein by reference (collectively, the "New Hampshire Leases");
WHEREAS, the Lessor and the Swanton Lessee are parties to that certain
Facility Lease Agreement described in EXHIBIT B attached hereto and incorporated
---------
herein by reference (the "Swanton Lease");
WHEREAS, the Lessor and the HHCI Lessee are parties to those certain
Facility Lease Agreements described in EXHIBIT C attached hereto and
---------
incorporated herein by reference (collectively, the "HHCI Leases");
WHEREAS, the New Hampshire Leases, the Swanton Lease and the HHCI Leases
are hereinafter collectively referred to as the "Leases";
WHEREAS, all capitalized terms used herein and no specifically defined
shall have the meaning ascribed to them in the Leases;
WHEREAS, the "Lease Obligations" as defined under each of the Leases are
unconditionally guaranteed by (I) the Guarantor pursuant to those certain
Guaranties described in EXHIBIT D attached hereto and incorporated herein by
---------
reference (collectively, the "HHLP Guaranties") and (II) Harborside pursuant to
those certain Guaranties described in EXHIBIT E attached hereto and incorporated
---------
herein by reference (collectively, the "HHC Guaranties");
WHEREAS, the Lessees have requested that the Lessor consent to the proposed
merger of HH Acquisition Corp. a Delaware corporation with and into Harborside
pursuant to and in accordance with the Agreement and Plan of Merger, dated as of
April 15, 1998, by and between HH Acquisition Corp. and Harborside (the
"Merger"); and
WHEREAS, notwithstanding anything to the contrary set forth in the any of
the Leases or any of the other Lease Documents (as defined in each of the
Leases), the Lessor is willing to consent to the Merger, but as a condition of
such consent, the Lessor has requested that the parties hereto execute and
deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration paid, the receipt and sufficiency of which is
hereby acknowledged, the Lessor and the Lessees agree as follows:
A. CONSENT TO MERGER
-----------------
Notwithstanding anything to the contrary set forth in any of the Lease
Documents, the Lessor hereby consents to the Merger and to the change in the
control of Harborside, the Lessees, the Guarantor and the General Partner
resulting from the Merger and agrees that the same shall not constitute an Event
of Default under any of the Lease Documents.
B. AMENDMENTS TO LEASES
--------------------
1. Effective as of the consummation of the Merger, each of the Leases is
amended by adding the following definition to Article 2 immediately after the
term "Casualty":
CHANGE OF CONTROL: The occurrence of any of the following events: (a)
-----------------
if, at any time prior to an IPO, Investcorp or any of its Affiliates or
Subsidiaries, any Person that is a member of the senior management of
Harborside as of the date of the Omnibus Amendment, or any entity the
majority of the equity ownership interests of which is owned by such senior
management of Harborside, shall cease to own, directly or indirectly, in
the aggregate, at least 51% of the issued and outstanding voting stock of
Harborside, free and clear of all Liens or (b) if, at any time after an
IPO, any Person (other than Investcorp, any of its Affiliates or
Subsidiaries, any Person that is a member of the senior management of
Harborside as of the date of the Omnibus Amendment, any entity the majority
of the equity ownership interests of which is owned by such senior
management of Harborside or any Person acting in the capacity of an
underwriter), whether singly or in concert with one or more Persons, shall,
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directly or indirectly, have acquired, or acquire the power (i) to vote or
direct the voting of 30% or more, on a fully diluted basis, of the
outstanding common stock of Harborside or (ii) to elect or designate for
election a majority of the Board of Directors of Harborside by voting
power, contract or otherwise.
For the purposes of this definition only, the term "Affiliate" shall
mean, as to any Person, (a) any other Person (other than a Subsidiary)
which, directly or indirectly, is in control of, is controlled by, or is
under common control with such Person, or (b) any other Person who is a
director or officer (i) of such Person, (ii) of any Subsidiary of such
Person or (iii) of any Person described in the foregoing clause (a). For
purposes of the immediately preceding sentence, control of a Person shall
mean the power, direct or indirect, (x) to vote 51% or more of the
securities having ordinary voting power for the election of directors of
such Person, whether by ownership of securities, contract, proxy or
otherwise, or (y) to direct or cause the direction of the management and
policies of such Person, whether by ownership of securities, contract,
proxy or otherwise.
2. Effective as of the consummation of the Merger, each of the Leases is
amended by adding the following definitions to Article 2 immediately after the
term "Insurance Requirements":
INVESTCORP: Investcorp S.A., a Luxembourg corporation
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IPO: Any sale by Harborside through a public offering of its common
---
(or other voting) stock pursuant to an effective registration statement
(other than a registration statement on Form ▇-▇, ▇-▇ or any successor or
similar form) filed under the Securities Act of 1933, as amended.
3. Effective as of the consummation of the Merger, each of the Leases is
amended by adding the following definition to Article 2 immediately after the
term "Officer's Certificate":
OMNIBUS AMENDMENT: That certain Omnibus Amendment to Facility Lease
-----------------
Agreements, Consent to Merger and Confirmation of Guaranties, dated as of
July 31, 1998, by and among the Harborside New Hampshire Limited
Partnership, Harborside Toledo Limited Partnership, HHCI Limited
Partnership, the Guarantor, Harborside and the Lessor.
4. Effective as of the consummation of the Merger, clause (a) Section
11.5.10 of each of the Leases is deleted in its entirety and is restated to
thereafter read as follows:
(A) change its fiscal year or capital structure or
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5. Effective as of the consummation of the Merger, Sections 16.1 (h) and
(i) of each of the Leases are deleted in their entirety and are restated to
thereafter read as follows:
(H) in the event that, without the prior written consent of the Lessor, in
each instance, which consent may be withheld by the Lessor in its sole
and absolute discretion:
I. there shall be a change in the Person or Persons in control of
any Sublessee or any Manager (whether by operation of law or
otherwise);
II. all or any portion of the interest of any partner of Lessee in
Lessee shall be, on any one or more occasions, directly or
indirectly, sold, assigned, hypothecated or otherwise transferred
(whether by operation of law or otherwise);
III. subject to Section 19.4, any of the shares of the issued and
outstanding capital stock of the General Partner shall be, on any
one or more occasions, directly or indirectly, sold, assigned,
hypothecated or otherwise transferred (whether by operation of
law or otherwise); or
IV. subject to Section 19.4, any portion of the interest of any
partner of the Guarantor in the Guarantor shall be, on any one or
more occasions, directly or indirectly, sold, assigned,
hypothecated or otherwise transferred (whether by operation of
law or otherwise); or
V. any Change of Control occurs;
(I) the death, incapacity, liquidation, dissolution or termination of
existence of any Lessee or, subject to Section 19.4, the merger of any
member of the Leasing Group with any other Person; provided, however,
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that notwithstanding the foregoing, a merger involving Harborside
shall not constitute an Event of Default so long as (I) Harborside is
the surviving entity of such merger and there is no material adverse
change to the financial condition of Harborside as a result of or in
connection with such merger, (II) no Change of Control occurs as a
result of such merger, (III) the Lessor receives at least fifteen (15)
days prior written notice of such merger and (IV) the Lessor receives
such assurances, estoppels, assumptions and confirmations that it
reasonably requires with respect to such merger;
6. Effective as of the consummation of the Merger, Section 19.4 of each
of the Leases is deleted in its entirety and is restated to thereafter read as
follows:
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19.4 PERMITTED TRANSFERS.
Notwithstanding anything to the contrary set forth herein or in any of
the other Lease Documents, issuances and transfers of the capital stock of
Harborside shall be expressly permitted; provided, that, such issuances
-------- ----
and/or transfers, whether individually or in the aggregate, do not result
in any Change of Control.
In addition, notwithstanding anything to the contrary set forth herein
or in any of the other Lease Documents, (A) the issued and outstanding
stock of the General Partner may be (I) transferred, on any one or more
occasions, to any other Person that is wholly-owned and controlled,
directly or indirectly, by Harborside or (II) pledged, on any one or more
occasions, as collateral to secure the obligations under any credit
facility (or other financing arrangement) now or hereafter entered into by
Harborside with any institutional lender, (B) the partnership interests in
the Guarantor may be (I) transferred, on any one or more occasions, to any
other Person that is wholly-owned and controlled, directly or indirectly,
by Harborside or (II) pledged, on any one or more occasions, as collateral
to secure the obligations under any credit facility (or other financing
arrangement) now or hereafter entered into by Harborside with any
institutional lender, (C) the General Partner may merge into or with any
other Person that is wholly-owned and controlled, directly or indirectly,
by Harborside and (D) the Guarantor may merge into or with any other Person
that is wholly-owed and controlled, directly or indirectly, by Harborside;
provided, that (X) simultaneously with the consummation of any merger
-------- ----
described in clause (d), the surviving entity (if such surviving entity is
not the Guarantor) executes a guaranty of the Lease Obligations in form and
substance substantially similar to the Guaranty, (Y) with respect to any
merger described in clause (c) or (d), the Lessor receives at least fifteen
(15) days prior written notice of such merger and (Z) the Lessor receives
such assurances, estoppels, assumptions and confirmations that it
reasonably requires with respect to such merger.
C. AMENDMENTS TO NEW HAMPSHIRE LEASES
----------------------------------
1. Effective as of the consummation of the Merger, the second paragraph
of Section 1.3 of each of the New Hampshire Leases is deleted in its entirety
and is restated to thereafter read as follows:
Notwithstanding anything to the contrary set forth herein, Lessee's
rights to exercise the extension options granted in this Section 1.3 are
subject to the further condition that concurrently with the exercise of any
extension option hereunder, (I) Lessee shall have exercised its option to
extend the terms of all of the Related Leases in accordance with the
provisions of Section 1.3 of each of the Related Leases and (II) the
Swanton Lessee shall have exercised its option to extend the term of the
Swanton Lease in accordance with the provisions of Section 1.3 of the
Swanton Lease.
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2. Effective as of the consummation of the Merger, each of the New
Hampshire Leases is amended by deleting the definition of "Cash Flow" in its
entirety from Article 2 and restating the definition of Cash Flow to thereafter
read as follows:
CASH FLOW: The Consolidated Net Income (or Consolidated Net Loss) of
---------
Lessee and the Swanton Lessee before federal and state taxes for any period
plus (I) the amount of the provision for depreciation and amortization
----
actually deducted on the books of the applicable Person for the purposes of
computing such Consolidated Net Income (or Consolidated Net Loss) for the
period involved, plus (II) Rent under the New Hampshire Leases, plus (III)
---- ----
"Rent" as defined under the Swanton Lease, plus (IV) management fees which
----
are fully subordinated to the New Hampshire Lease Obligations pursuant to
the Affiliated Party Subordination Agreement, plus (V) management fees
----
which are fully subordinated to the "Lease Obligations" (as defined under
the Swanton Lease) pursuant to the "Affiliated Party Subordination
Agreement" (as defined under the Swanton Lease).
3. Effective as of the consummation of the Merger, each of the New
Hampshire Leases is amended by deleting the definition of "Rent Coverage Ratio"
in its entirety from Article 2 and restating the definition of Rent Coverage
Ratio to thereafter read as follows:
RENT COVERAGE RATIO: The ratio of (I) Cash Flow for each applicable
-------------------
period of time to (II) the total of all New Hampshire Rent and Swanton Rent
paid or payable during such period or accrued for such period.
4. Effective as of the consummation of the Merger, each of the New
Hampshire Leases is amended by deleting the definition of "Swanton Lease" in its
entirety from Article 2 and restating the definition of Swanton Lease to
thereafter read as follows:
SWANTON LEASE: That certain Facility Lease Agreement, dated as of
-------------
March 31, 1995 by and between Meditrust of Ohio, Inc., as lessor, and the
Swanton Lessee, as lessee, as amended by that certain First Amendment to
Facility Lease Agreement, dated as of December 31, 1995, and as further
amended by that certain Second Amendment to Facility Lease Agreement, dated
as of May 17, 1996, relating to the premises located in Swanton, Ohio, as
the same may be hereafter further amended, modified, revised, renewed
and/or replaced.
5. Effective as of the consummation of the Merger, each of the New
Hampshire Leases is amended by adding the following definition to Article 2
immediately after the term Swanton Lease:
SWANTON LESSEE: Harborside Toledo Limited Partnership, a
--------------
Massachusetts limited partnership.
6
6. Effective as of the consummation of the Merger, each of the New
Hampshire Leases is amended by adding the following definition to Article 2
immediately after the term Swanton Lessee:
SWANTON RENT: An amount equal to the sum of the "Rent" (excluding
------------
Additional Rent, as defined under the Swanton Lease) due and payable during
the applicable period under the Swanton Lease.
7. Effective as of the consummation of the Merger, Section 11.3.1 of each
of the New Hampshire Leases is deleted in its entirety and is restated to
thereafter read as follows:
11.3.1 RENT COVERAGE RATIO OF LESSEE. For each calendar quarter,
-----------------------------
Lessee and the Swanton Lessee shall maintain a combined Rent Coverage Ratio
equal to or greater than 1.25 to 1.
8. Effective as of the consummation of the Merger, the second paragraph
of Section 18.4.2 of each of the New Hampshire Leases is deleted in its entirety
and is restated to thereafter read as follows:
18.4.2 EXERCISE OF OPTION. The Purchase Option shall permit Lessee
------------------
to purchase the Leased Property (A) on the ninth (9th) anniversary of the
Fixed Term Commencement Date or (B) on the last day of the Fixed Term and
each Extended Term (any of such dates hereinafter called a "Purchase Option
Date") and shall be exercised by written notice given by Lessee to Lessor
(the "Lessee's Purchase Option Notice") at least one hundred eighty (180)
days (but not more than two hundred seventy (270) days) prior to the
relevant Purchase Option Date. Notwithstanding anything to the contrary
set forth in this Lease, Lessee's right to purchase the Leased Property is
subject to the further conditions that (I) concurrently with the exercise
of the option set forth under this Section 18.4, the Lessee shall have
exercised its right to purchase the premises demised under each of the
Related Leases in accordance with the provisions of Section 18.4 of each of
the Related Leases, (II) concurrently with the exercise of the option set
forth under this Section 18.4, the Swanton Lessee shall have exercised its
right to purchase the premises demised under the Swanton Lease in
accordance with the provisions of Section 18.4 of the Swanton Lease, and
(III) the conveyance of the Leased Property pursuant to the provisions of
this Section 18.4 shall occur simultaneously with the conveyance of the
premises demised under each of the Related Leases and the Swanton Lease
pursuant to Section 18.4 of each of the Related Leases and the Swanton
Lease.
D. AMENDMENTS TO SWANTON LEASE
---------------------------
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1. Effective as of the consummation of the Merger, Section 1.2 of the
Swanton Lease is deleted in its entirety and is restated to thereafter read as
follows:
1.2 TERM. The term of this Lease shall consist of a "Fixed Term",
----
which shall commence on March 31, 1995 (the "Fixed Term Commencement Date")
and end on December 31, 2005 (the "Fixed Term Expiration Date"); provided,
--------
however that this Lease may be sooner terminated as hereinafter provided.
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In addition, Lessee shall have the options to extend the Term (as
hereinafter defined) as provided for in Section 1.3.
2. Effective as of the consummation of the Merger, the Swanton Lease is
amended by adding the following paragraph to the end of Section 1.3:
Notwithstanding anything to the contrary set forth herein, Lessee's
rights to exercise the extension options granted in this Section 1.3 are
subject to the further condition that concurrently with the exercise of any
extension option hereunder, the New Hampshire Lessee shall have exercised
its option to extend the terms of all of the New Hampshire Leases in
accordance with the provisions of Section 1.3 of each of the New Hampshire
Leases.
3. Effective as of the consummation of the Merger, the Swanton Lease is
amended by deleting the definition of "Cash Flow" in its entirety from Article 2
and restating the definition of Cash Flow to thereafter read as follows:
CASH FLOW: The Consolidated Net Income (or Consolidated Net Loss) of
---------
Lessee and the New Hampshire Lessee before federal and state taxes for any
period plus (I) the amount of the provision for depreciation and
----
amortization actually deducted on the books of the applicable Person for
the purposes of computing such Consolidated Net Income (or Consolidated Net
Loss) for the period involved, plus (II) Rent, plus (III) "Rent" as defined
---- ----
under each of the New Hampshire Leases, plus (IV) management fees which are
----
fully subordinated to the Lease Obligations pursuant to the Affiliated
Party Subordination Agreement, plus (V) management fees which are fully
----
subordinated to the "New Hampshire Lease Obligations" (as defined under
each of the New Hampshire Leases) pursuant to the "Affiliated Party
Subordination Agreement" (as defined under the New Hampshire Leases).
4. Effective as of the consummation of the Merger, the Swanton Lease is
amended by deleting the definition of "Debt Coverage Ratio" in its entirety from
Article 2.
5. Effective as of the consummation of the Merger, the Swanton Lease is
amended by adding the following definition to Article 2 immediately after the
term "Net Income (or Net Loss)":
8
NEW HAMPSHIRE RENT: An amount equal to the sum of the "Rent" due and
------------------
payable during the applicable period under the New Hampshire Leases.
9
6. Effective as of the consummation of the Merger, the Swanton Lease is
amended by adding the following definition to Article 2 immediately after the
term "Rent Adjustment Rate":
RENT COVERAGE RATIO: The ratio of (I) Cash Flow for each applicable
-------------------
period of time to (II) the total of all New Hampshire Rent and Swanton Rent
(excluding Additional Rent) paid or payable during such period or accrued
for such period.
7. Effective as of the consummation of the Merger, Section 11.3.1 of the
Swanton Lease is deleted in its entirety and is restated to thereafter read as
follows:
11.3.1 RENT COVERAGE RATIO OF LESSEE. For each calendar quarter,
-----------------------------
Lessee and the New Hampshire Lessee shall maintain a combined Rent Coverage
Ratio equal to or greater than 1.25 to 1.
8. Effective as of the consummation of the Merger, Section 18.4.2 of the
Swanton Lease is deleted in its entirety and is restated to thereafter read as
follows:
18.4.2 EXERCISE OF OPTION. The Purchase Option shall permit Lessee
------------------
to purchase the Leased Property (A) on the ninth (9th) anniversary of the
Fixed Term Commencement Date or (B) on the last day of the Fixed Term and
each Extended Term (any of such dates hereinafter called a "Purchase Option
Date") and shall be exercised by written notice given by Lessee to Lessor
(the "Lessee's Purchase Option Notice") at least one hundred eighty (180)
days (but not more than two hundred seventy (270) days) prior to the
relevant Purchase Option Date. Notwithstanding anything to the contrary
set forth in this Lease, Lessee's right to purchase the Leased Property is
subject to the further conditions that (I) concurrently with the exercise
of the option set forth under this Section 18.4, the New Hampshire Lessee
shall have exercised its right to purchase the premises demised under each
of the New Hampshire Leases in accordance with the provisions of Section
18.4 of each of the New Hampshire Leases and (II) the conveyance of the
Leased Property pursuant to the provisions of this Section 18.4 shall occur
simultaneously with the conveyance of the premises demised under each of
the New Hampshire Leases pursuant to Section 18.4 of each of the New
Hampshire Leases.
E. CONFIRMATION OF GUARANTIES
--------------------------
1. By the execution hereof, the Guarantor hereby ratifies, confirms and
reaffirms the HHLP Guaranties, which remain in full force and effect
notwithstanding and unaffected by this Agreement, except as may be otherwise
expressly provided herein..
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2. By the execution hereof, Harborside hereby ratifies, confirms and
reaffirms the HHC Guaranties, which remain in full force and effect
notwithstanding and unaffected by this Agreement, except as may be otherwise
expressly provided herein.
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F. MISCELLANEOUS PROVISIONS
------------------------
1. Each of the Lessees hereby represent and warrant to Lessor that,
except as already obtained or filed, as the case may be, no consent or approval
or other authorization of, or exemption by, or declaration or filing with, any
Person and no waiver of any right by any Person is required to authorize or
permit, or is otherwise required as a condition of such Lessee's execution and
delivery of this Agreement and the performance of its obligations under the
applicable Lease or Leases as amended hereby.
2. This Agreement shall be deemed to amend the Leases solely as expressly
set forth herein, and as amended hereby, the Leases are hereby ratified,
approved and confirmed in every aspect and is valid, binding and in full force
and effect.
This Agreement shall not be deemed to amend any of the other "Lease
Documents" (as defined under each of the Leases), each of which are hereby
ratified, approved and confirmed in every aspect and each of which are valid,
binding and in full force and effect notwithstanding and unaffected by this
Agreement, except as may be otherwise expressly provided herein.
3. This Agreement shall be binding upon the Lessees and Lessor and their
respective successors and assigns.
4. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
5. This Agreement may be executed in one or more counterparts, each of
which taken together shall constitute one original and all of which shall
constitute one and the same instrument.
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WITNESS the execution hereof under seal as of the day and year first above
written.
WITNESSES: NEW HAMPSHIRE LESSEE:
--------- --------------------
HARBORSIDE NEW HAMPSHIRE
LIMITED PARTNERSHIP, a
Massachusetts limited
partnership
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: Harborside Toledo Corp.,
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. a Massachusetts corporation, its sole
General Partner
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treaurer
WITNESSES: SWANTON LESSEE:
--------- --------------
HARBORSIDE TOLEDO LIMITED
PARTNERSHIP, a Massachusetts
limited partnership
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: Harborside Toledo Corp.,
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. a Massachusetts corporation, its sole
General Partner
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Treasurer
WITNESSES: HHCI LESSEE:
--------- -----------
HHCI LIMITED PARTNERSHIP, a
Massachusetts limited partnership
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: Harborside Toledo Corp.,
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. a Massachusetts corporation, its sole
General Partner
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Treasurer
WITNESSES: GUARANTOR:
--------- ---------
HARBORSIDE HEALTHCARE
LIMITED PARTNERSHIP, a
Massachusetts limited partnership
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: KHI CORPORATION, a Delaware
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. corporation, its sole general partner
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Treasurer
WITNESSES: HARBORSIDE
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HARBORSIDE HEALTHCARE
CORPORATION, a Delaware corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Senior Vice President
and Chief Financial Officer
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
WITNESS: LESSOR:
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MEDITRUST COMPANY LLC, a
Delaware limited liability company
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Operating Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT A
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NEW HAMPSHIRE LEASES
1. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-NH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Applewood Lease"), relating
to the real property and the improvements located thereon located at ▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the Applewood
Lease.
2. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-NH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Crestwood Lease"), relating
to the real property and the improvements located thereon located at ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the
Crestwood Lease.
3. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-NH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Milford Lease"), relating to
the real property and the improvements located thereon located at ▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the Milford
Lease.
4. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-Bedford, as lessor, as amended by
that certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996 and as further amended by that certain Second Amendment to Facility
Lease, dated as of January 1, 1997 (as so amended, the "Northwood Lease"),
relating to the real property and the improvements located thereon located at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the
Northwood Lease.
5. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-NH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Pheasant Wood Lease"),
relating to the real property and the improvements located thereon located at
▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the Pheasant Wood
Lease.
6. Facility Lease Agreement, dated as of January 1, 1996, by and between the New
Hampshire Lessee, as lessee, and Meditrust-NH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Westwood Lease"), relating
to the real property and the improvements located thereon located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, more particularly described in the Westwood
Lease.
EXHIBIT B
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SWANTON LEASE
Facility Lease Agreement by and between the Meditrust-OH, as lessor and the
Swanton Lessee, as lessee, dated as of March 31, 1995, as amended by that
certain First Amendment to Facility Lease Agreement dated as of December 31,
1995, and as further amended by that certain Second Amendment to Facility
Lease Agreement, dated as of May 17, 1996, (as so amended, and as the same may
hereafter be amended, modified, revised, renewed and/or replaced, the "Swanton
Lease"), relating to the real property and all of the improvements now or
hereafter located thereon at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇.
EXHIBIT C
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HHCI LEASES
1. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-FL, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996, as further amended by that certain Second Amendment to Facility Lease
Agreement, dated as of May 8, 1997 and as further amended by that certain
Third Amendment to Facility Lease, dated as of May 9, 1997 (as so amended,
the "Naples Lease"), relating to the real property and the improvements
located thereon located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, more
particularly described in the Naples Lease.
2. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-Tri-States, as lessor, as amended by
that certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996, as further amended by that certain Second Amendment to Facility Lease
Agreement, dated as of May 8, 1997 and as further amended by that certain
Third Amendment to Facility Lease, dated as of May 9, 1997 (as so amended,
the "New Haven Lease"), relating to the real property and the improvements
located thereon located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, more
particularly described in the New Haven Lease.
3. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-OH, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996, as further amended by that certain Second Amendment to Facility Lease
Agreement, dated as of May 8, 1997 and as further amended by that certain
Third Amendment to Facility Lease, dated as of May 9, 1997 (as so amended,
the "Troy Lease"), relating to the real property and the improvements located
thereon located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇, more particularly
described in the ▇▇▇▇ Lease.
4. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-NJ, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996, as further amended by that certain Second Amendment to Facility Lease
Agreement, dated as of May 8, 1997 and as further amended by that certain
Third Amendment to Facility Lease, dated as of May 9, 1997 (as so amended,
the "▇▇▇▇▇ Edge Lease"), relating to the real property and the improvements
located thereon located at ▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇,
more particularly described in the ▇▇▇▇▇ Edge Lease.
5. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-FL, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Pinebrook Lease"), relating
to the real property and the
improvements located thereon located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
more particularly described in the Pinebrook Lease.
6. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-FL, as lessor, as amended by that
certain First Amendment to Facility Lease Agreement, dated as of May 17, 1996
and as further amended by that certain Second Amendment to Facility Lease,
dated as of January 1, 1997 (as so amended, the "Sarasota Lease"), relating
to the real property and the improvements located thereon located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, more particularly described in the
Sarasota Lease.
7. Facility Lease Agreement, dated as of December 31, 1995, by and between the
HHCI Lessee, as lessee, and Meditrust-Tri-States, as lessor, as amended by
that certain First Amendment to Facility Lease Agreement, dated as of May 17,
1996 and as further amended by that certain Second Amendment to Facility
Lease, dated as of January 1, 1997 (as so amended, the "Indianapolis Lease"),
relating to the real property and the improvements located thereon located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, more particularly
described in the Indianapolis Lease.
EXHIBIT D
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HHLP GUARANTIES
1. Guaranty, dated as of March 31, 1995, executed by the Guarantor for the
benefit of Meditrust-OH, relating to the Swanton Lease.
2. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-NH, relating to the Applewood Lease.
3. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-NH, relating to the Crestwood Lease.
4. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-NH, relating to the Milford Lease.
5. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-Bedford, relating to the Northwood Lease.
6. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-NH, relating to the Pheasant Wood Lease.
7. Guaranty, dated as of January 1, 1996, executed by the Guarantor for the
benefit of Meditrust-NH, relating to the Westwood Lease.
8. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-FL, relating to the Naples Lease.
9. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-Tri-States relating to the New Haven Lease.
10. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-OH, relating to the ▇▇▇▇ Lease.
11. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-NJ, relating to the ▇▇▇▇▇ Edge Lease.
12. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-FL, relating to the Pinebrook Wood Lease.
13. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-FL, relating to the Sarasota Lease.
14. Guaranty, dated as of December 31, 1995, executed by the Guarantor for the
benefit of Meditrust-Tri-States, relating to the Indianapolis Lease.
EXHIBIT E
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HHC GUARANTIES
1. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NH, relating to the Applewood Lease.
2. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NH, relating to the Crestwood Lease.
3. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NH, relating to the Milford Lease.
4. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-Bedford, relating to the Northwood Lease.
5. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NH, relating to the Pheasant Wood Lease.
6. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NH, relating to the Westwood Lease.
7. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-OH, relating to the Swanton Lease.
8. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-FL, relating to the Naples Lease.
9. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-Tri-States, relating to the New Haven Lease.
10. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-OH, relating to the ▇▇▇▇ Lease.
11. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-NJ, relating to the ▇▇▇▇▇ Edge Lease.
12. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-FL, relating to the Pinebrook Wood Lease.
13. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-FL, relating to the Sarasota Lease.
14. Guaranty, dated as of May 17, 1996, executed by Harborside for the benefit
of Meditrust-Tri-States, relating to the Indianapolis Lease.
