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EXHIBIT 10.5
SECOND AMENDMENT TO OMEGA NEW MASTER LEASE
THIS SECOND AMENDMENT TO OMEGA NEW MASTER LEASE ("Second Amendment") is
dated as of February 2, 1999 and is entered into by OMEGA HEALTHCARE INVESTORS,
INC., a Maryland corporation, having its principal office at 000 Xxxxxxx Xxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxx 00000, ("Lessor"), and the entities designated
Lessees on the signature page hereof (each a "Lessee" and collectively,
"Lessees").
RECITALS
This Second Amendment is made and entered into with reference to the
following recitals:
A. Capitalized terms used and not otherwise defined herein have
the respective meanings given them in the Omega New Master
Lease (as hereinafter defined).
B. Pursuant to the Orders under Bankruptcy Code Sections 363(f)
and 365 (i) Approving Sale Leaseback Transaction Regarding
Signature Facilities entered by the United States Bankruptcy
Court for the District of Arizona in the jointly-administered
Chapter 11 cases In Re: Unison HealthCare Corporation (Case
Nos. B-98-06583-PHX-GBN through B-98-06612-PHX-GBN) and In Re:
BritWill Investments-I, Inc. (Case Nos. B-98-0173-PHX-GBN
through B-98-1075-PHX-GBN)("Cases"), effective December 31,
1998, Lessor acquired the Signature Facilities, and Lessor and
the Signature Subsidiaries entered into a lease of the
Signature Facilities ("Omega New Master Lease").
C. Debtors' First Amended Joint Plan of Reorganization dated
October 15, 1998, as amended ("Plan") having been confirmed
with respect to the Cases to be effective January 31, 1999, in
accordance with the Plan Lessor and Lessees entered into a
First Amendment to Omega New Master Lease dated as of February
1, 1999 ("First Amendment"), pursuant to which the Omega New
Master Lease was amended, BritWill Indiana and BritWill-II
were added as Lessees and the BritWill Indiana Facilities,
BritWill-II November 1993 Facilities and BritWill-II December
1994 Facilities were added to the Omega New Master Lease.
References in this Second Amendment to the Omega New Master
Lease shall be
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deemed references to the Omega New Master Lease as amended by
the First Amendment.
X. Xxxxxx having obtained, through foreclosure and otherwise, the
fee and leasehold interests in and to the Additional Texas
Facilities, the Additional Texas Facilities are to be added to
the Omega New Master Lease in accordance with the Plan.
X. Xxxxxx and Lessees are entering into this Second Amendment for
the purpose of adding the Additional Texas Facilities to the
Omega New Master Lease and setting forth the Additional Texas
Facilities Minimum Rent for the Stub Period as required by the
Omega New Master Lease.
NOW, THEREFORE, in consideration of the foregoing, and of other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties to this Second Amendment agree as follows:
1. The Additional Texas Facilities are hereby added to the Omega
New Master Lease.
2. The definitions set forth in Article II of the Omega New
Master Lease are amended as follows:
Effective Date: As to the Signature Facilities,
December 31, 1998, as to the BritWill Indiana Facilities,
BritWill-II November 1993 Facilities and BritWill-II December
1994 Facilities, February 1, 1999, and as to the Additional
Texas Facilities, February 2, 1999.
Additional Texas Facilities Minimum Rent: As defined
in Exhibit H.
3. The Additional Texas Facilities Minimum Rent for the Stub
Period is $1,530,996.11; the Additional Texas Facilities Base
Rent for the Stub Period annualized is $1,240,593.81;and the
Additional South Place Rent for the Stub Period annualized is
$396,170.04.
4. Lessor acknowledges receipt of the Additional Texas Facilities
Minimum Rent for the period from and including February 2,
1999 through February 28, 1999. Commencing March 1, 1999, the
Additional Texas Facilities Minimum Rent for the Stub Period
shall be paid in successive monthly installments of One
Hundred Thirty Nine Thousand Six Hundred Thirty
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Two and 09/100 Dollars ($139,632.09) each on the twelfth
(12th) day of each calendar month during the Stub Period.
5. In accordance with Section 8 of Exhibit H to the Omega New
Master Lease, the Minimum Rent for the Additional Texas
Facilities for calendar year 2000 shall be the sum of the
following: (i) the Additional Texas Facilities Base Rent for
the Stub Period annualized (i.e., $1,240,593.81), plus the
Additional Texas Facilities Base Rent Increase, determined as
set forth in Section 8(a) of Exhibit H, (ii) the Additional
South Place Rent for the Stub Period annualized (i.e.,
$396,170.04) plus the Additional South Place Increment,
determined as set forth in Exhibit H, and (iii) $38,821.20.
The Minimum Rent for the Additional Texas Facilities for
calendar years after calendar year 2000 shall be determined as
set forth in Exhibit H.
6. Section 3.1.2 of the Omega New Master Lease is amended to read as
follows:
Under the procedures set forth in EXHIBIT H, the Minimum Rent
for the Brit Indiana Facilities, BritWill-II November 1993
Facilities, BritWill-II December 1994 Facilities and
Additional Texas Facilities for any year will not be known
until sometime into that year. Lessees shall continue to pay
the Minimum Rent for such Facilities at the rate previously in
effect until Lessor has given Lessees Notice of its
determination of the increased Minimum Rent for such
Facilities (but no Notice of the annual increase in the
Minimum Rent for the Signature Properties shall be required,
and the Signature Subsidiaries shall begin paying such
increased Minimum Rent for the Signature Properties effective
as of the Adjustment Date therefor in each Lease Year). Upon
such determination, the Minimum Rent shall be increased
effective retroactively as of the Adjustment Date. On or
before the second (2nd) Rent Payment Date following receipt by
Lessees (other than the Signature Subsidiaries) of Lessor's
Notice of the increase, Lessees shall make such payment to
Lessor as will bring the Minimum Rent current, commencing with
the Adjustment Date for such increase through the date of any
installments then due. Thereafter, Lessees shall pay the new
adjusted Minimum Rent in correspondingly adjusted monthly
installments until the next date for increase in the Minimum
Rent. The additional payment required shall bear interest at
the Prime Rate from the Adjustment Date until paid,
notwithstanding the fact that the amount of the increase is
not determined as of the Adjustment Date, in order that Lessor
shall receive the economic effect of an increase in the
Minimum Rent as of the Adjustment Date. This Section 3.1.2
shall survive termination of the Lease with respect to any
increases in Minimum Rent for the Brit Indiana Facilities,
BritWill-II November 1993 Facilities, BritWill-II December
1994
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Facilities and Additional Texas Facilities which are not known
or not fully paid as of the date of termination of the Lease.
7. Except as expressly amended hereby, the Omega New Master Lease
is in full force and effect without amendment or modification.
SIGNATURE PAGES FOLLOW
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IN WITNESS WHEREOF, the parties have executed this Second Amendment by
their duly authorized officers as of the date first above written.
LESSOR:
Omega Healthcare Investors, Inc.,
a Maryland corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
LESSEES:
BritWill Indiana Partnership, an Arizona
general partnership
By: BritWill Investments-I, Inc., a Delaware
corporation, its General Partner
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
BritWill Investments-II, Inc., a Delaware
corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Amberwood Court, Inc., a Colorado
corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
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The Arbors Health Care Center, Inc.,
an Arizona corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Xxxxxxxxxx House, Inc., a Colorado
corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Xxxxxxxxxxx Nursing Center, Inc.,
a Colorado corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Los Xxxxx, Inc., a Colorado corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Pueblo Norte, Inc., a Colorado corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
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Rio Verde Nursing Center, Inc., a Colorado
corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
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