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, 2012, Fourth Amendment 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.
D.Lessor 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.”
“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 A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached to the Master Lease in their entirety and replacing such exhibits with a replacement Exhibit A-1, Exhibit A-2, 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”. |
| 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”.
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
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
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
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 |
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; |
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; |
| (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 |
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 |
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. |
| (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 |
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. |
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. |
| 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 |
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]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
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| “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 |
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| HCP PROPERTIES OF ARLINGTON VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES OF MIDWEST CITY OK, LLC, a Delaware limited liability company |
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| HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC, a Delaware limited liability company |
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| HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC, a Delaware limited liability company |
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| HCP PROPERTIES OF TULSA OK, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC, a Delaware limited liability company |
| |
| HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company |
[Signature Page to Tenth Amendment to Master Lease and Security Agreement]
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| HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-LEXINGTON SC, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-OAKMONT OF UNION SC, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC, a Delaware limited liability company |
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| HCP PROPERTIES-WEST ASHLEY-CHARLESTON SC, LLC, a Delaware limited liability company |
| |
| HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company |
| |
| | |
| By: | /s/ Paul Gallagher |
| Name: | Paul Gallagher |
| 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/ Paul A. Ormond |
| Name: | Paul A. Ormond |
| 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/ Paul A. Ormond |
| Name: | Paul A. Ormond |
| 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
5651 Limestone Road
Wilmington, DE 19808 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 167 beds | [***] | [***] | 18 years | 17 years | 5 years | 1657 |
Arden Court of West Delray 16150 Jog Road Delray Beach, FL 33446 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 17 years | 5 years | 1658 |
Arden Court of Sarasota
5509 Swift Road
Sarasota, FL 34231 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 17 years | 5 years | 1659 |
Manor Care of Venice
1450 East Venice Avenue
Venice, FL 34292 | 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
870 Patricia Avenue
Dunedin, FL 34698 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 18 years | 17 years | 5 years | 1661 |
HHCC Kendall 9400 Southwest 137th Avenue Kendall, FL 33186 | HCP Properties, LP | Skilled nursing facility / long term care / assisted living facility consisting of 174 beds | [***] | [***] | 18 years | 17 years | 5 years | 1662 |
HHCC Miami Lakes 5725 Northwest 186th Street Hialeah, FL 33015 | 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 2300 Village Boulevard West Palm Beach, FL 33409 | 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
3001 South Congress Avenue
Boynton Beach, FL 33426 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 18 years | 17 years | 5 years | 1916 |
HHCC Ft. Myers
1600 Matthew Drive
Ft. Myers, FL 33907 | 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
7225 Boca Del Mar Drive
Boca Raton, FL 33433 | 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
7880 West College Drive Palos
Heights, IL 60463 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 17 years | 5 years | 1666 |
Arden Court of Northbrook
3240 Milwaukee Avenue
Northbrook, IL 60062 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 17 years | 5 years | 1667 |
HHCC Henry 1650 Indiantown Road Henry, IL 61537 | 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 10714 Potomac Tennis Lane Potomac, MD 20854 | HCP Maryland Properties,
LLC | Skilled nursing facility / long term care facility consisting of 158 beds | [***] | [***] | 18 years | 17 years | 5 years | 1669 |
Oakland 925 West South Boulevard Troy, MI 48085 (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
1180 Route 22 Mountainside, NJ 07092 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 151 beds | [***] | [***] | 18 years | 17 years | 5 years | 1671 |
Heartland of Marion
400 Barks Road West
Marion, OH 43302 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 18 years | 17 years | 5 years | 1672 |
Heartland of Miamisburg 450 Oak Ridge Boulevard Miamisburg, OH 45342 | 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
221 North School Street
Bellefontaine, OH 43311 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 18 years | 17 years | 5 years | 1674 |
Heartland of Waterville
8885 Browning Drive
Waterville, OH 43566 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 141 beds | [***] | [***] | 18 years | 17 years | 5 years | 1675 |
Arden Court of Parma
9205 Sprague Road
Parma, OH 44133 | HCP Properties, LP | Assisted living facility consisting of 59 beds | [***] | [***] | 18 years | 17 years | 5 years | 1676 |
Heartland of Centerville 1001 East Alex Bell Road Centerville, OH 45459 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 140 beds | [***] | [***] | 18 years | 17 years | 5 years | 1677 |
Arden Court of Monroeville 120 Wyngate Drive Monroeville, PA 15146 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 17 years | 5 years | 1678 |
Arden Court of North Hills 1125 Perry Highway Pittsburgh, PA 15237 | 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 885 MacBeth Drive Monroeville, PA 15146 | 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 60 Highland Road Bethel Park, PA 15102 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 160 beds | [***] | [***] | 18 years | 17 years | 5 years | 1681 |
Arden Court of Susquehanna 2625 Ailanthus Lane Harrisburg, PA 17110 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 18 years | 17 years | 5 years | 1682 |
Whitehall Borough
505 Weyman Road
Pittsburgh, PA 15236 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 18 years | 17 years | 5 years | 1683 |
Arden Court of Austin
11630 Four Iron Drive
Austin, TX 78750 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 18 years | 17 years | 5 years | 1684 |
Arden Court of Arlington 1501 Northeast Green Oaks Boulevard Arlington, TX 76006 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 18 years | 17 years | 5 years | 1685 |
Manor Care of Gig Harbor 3309 45th Street Court Northwest 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 N26W23977 Watertown Road Waukesha, WI 53188 | 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
1150 Tilton Drive
Sunnyvale, CA 94087 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 140 beds | [***] | [***] | 18 years | 12 years | 5 years | 1629 |
Arden Court of West Palm Beach 2330 Village Boulevard West Palm Beach, FL 33409 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 12 years | 5 years | 1630 |
HHCC Jacksonville 3648 University Boulevard South Jacksonville, FL 32216 | 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) 4360 Johnson Ferry Place Marietta, GA 30068 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 117 beds | [***] | [***] | 18 years | 12 years | 5 years | 1632 |
Arden Court South Holland 2045 East 170th Street South Holland, IL 60473 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 18 years | 12 years | 5 years | 1633 |
Manor Care of South Holland 2145 East 170th Street South Holland, IL 60473 | 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 500 Centennial Drive East Peoria, IL 61611 | 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 5211 West 103rd Street Overland Park, KS 66207 | 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 509 East Joppa Road
Towson, MD 21286 | 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 6530 Democracy Boulevard Bethesda, MD 20817 | 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 6600 Ridge Road
Rossville, MD 21237 | HCP Maryland Properties,
LLC | Skilled nursing facility / long term care facility consisting of 172 beds | [***] | [***] | 18 years | 12 years | 5 years | 1639 |
HHCC Plymouth Court
105 Haggerty Road
Plymouth, MI 48170 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 109 beds | [***] | [***] | 18 years | 12 years | 5 years | 1640 |
HHCC Dorvin 29270 Morlock Street
Livonia, MI 48152 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 124 beds | [***] | [***] | 18 years | 12 years | 5 years | 1641 |
HHCC Whitehall 916 East Lewis Street
Whitehall, MI 49461 | 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 416 South High Street Butler, MO 64730 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 98 beds | [***] | [***] | 18 years | 12 years | 5 years | 1643 |
Arden Court of Westlake
28400 Center Ridge Road
Westlake, OH 44145 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 12 years | 5 years | 1644 |
Manor Care of North Olmsted 23225 Lorain Road North Olmsted, OH 44070 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 178 beds | [***] | [***] | 18 years | 12 years | 5 years | 1645 |
Manor Care of Mayfield Heights 6757 Mayfield Road Mayfield Heights, OH 44124 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 18 years | 12 years | 5 years | 1646 |
Heartland of Springfield
2615 Derr Road
Springfield, OH 45503 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 126 beds | [***] | [***] | 18 years | 12 years | 5 years | 1647 |
Heartland Beavercreek 1974 North Fairfield Road Dayton, OH 45432 | 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 620 West Valley Forge Road King of Prussia, PA 19406 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 18 years | 12 years | 5 years | 1649 |
Manor Care of Carlisle
940 Walnut Bottom Road
Carlisle, PA 17015 | 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
2600 Northampton Street
Easton, PA 18045 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 227 beds | [***] | [***] | 18 years | 12 years | 5 years | 1651 |
HHCC at Willowbrook 13631 Ardfield Drive
Houston, TX 77070 | 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 Ogden
5540 South 1050 East
South Ogden, UT 84405 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 140 beds | [***] | [***] | 18 years | 12 years | 5 years | 1653 |
Arden Court of Fair Oaks 12469 Lee Jackson Mem Highway Fairfax, VA 22033 | 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 100 Parkway Drive
Clarksburg, WV 26301 | 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) 2722 North Decatur Road Decatur, GA 30033 | 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 1940 1st Avenue Northeast Cedar Rapids, IA 52402 | 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
432 Poplar Drive
Wilmette, IL 60091 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 80 beds | [***] | [***] | 18 years | 9 years | 5 years | 1610 |
HHCC Galesburg
280 East Losey Street
Galesburg, IL 61401 | 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 8549 South Madison Avenue Indianapolis, IN 46227 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 140 beds | [***] | [***] | 18 years | 9 years | 5 years | 1612 |
MCHS Kingsford 1225 Woodward Avenue Kingsford, MI 49802 | 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 1315 University Drive South Fargo, ND 58103 | 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 144 Gales Drive New Providence, NJ 07974 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 106 beds | [***] | [***] | 18 years | 9 years | 5 years | 1615 |
Heartland of Eaton 515 South Maple Street
Eaton, OH 45320 | 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 5301 North Brookline Oklahoma City, OK 73112 | 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 2425 South Memorial Drive Tulsa, OK 74129 | 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 425 Buttonwood Street
West Reading, PA 19611 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 176 beds | [***] | [***] | 18 years | 9 years | 5 years | 1619 |
Manor Care South York
200 Pauline Drive
York, PA 17402 | 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 320 South Market Street Elizabethtown, PA 17022 | 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 2400 Kingston Court York, PA 17402 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 151 beds | [***] | [***] | 18 years | 9 years | 5 years | 1622 |
Oakmont West 600 Sulphur Springs Road Greenville, SC 29617 | 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 400 8th Avenue Northwest Aberdeen, SD 57401 | 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 7505 Bellerive Houston, TX 77036 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 134 beds | [***] | [***] | 18 years | 9 years | 5 years | 1625 |
Manor Care of Green Bay West 1760 Shawano Avenue
Green Bay, WI 54303 | 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 3100 Washington Road Kenosha, WI 53144 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 153 beds | [***] | [***] | 18 years | 9 years | 5 years | 1627 |
Heartland of Martinsburg 209 Clover Street
Martinsburg, WV 25404 | 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
493 West 32nd Street
Holland, MI 49423 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 103 beds | [***] | [***] | 18 years | 5 years | 5 years | 1606 |
MCHS Cherry Hill
1412 Marlton Pike East
Cherry Hill, NJ 08034 | 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
100 Fisher Drive
Avon, CT 06001 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 19 years | 16 years | 5 years | 1742 |
Arden Court of Wilmington
700 1/2 Foulk Road
Wilmington, DE 19803 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 19 years | 16 years | 5 years | 1743 |
Manor Care of Palm Harbor 2851 Tampa Road
Palm Harbor, FL 34684 | 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 375 Northwest 51st Street
Boca Raton, FL 33431 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 19 years | 16 years | 5 years | 1745 |
Heartland of Tamarac 5901 Northwest 79th Avenue
Tamarac, FL 33321 | 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 3600 Old Boynton Road
Boynton Beach, FL 33436 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 16 years | 5 years | 1747 |
HHCC Jacksonville
8495 Normandy Boulevard
Jacksonville, FL 32221 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 16 years | 5 years | 1748 |
HHCC Prosperity Oaks 11375 Prosperity Farms Road Palm
Beach Gardens, FL 33410 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 16 years | 5 years | 1749 |
Hrtlnd Hlth Care & Rehab Ctr S
5401 Sawyer Road
Sarasota, FL 34233 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 140 beds | [***] | [***] | 19 years | 16 years | 5 years | 1750 |
HHCC Lauderhill 2599 Northwest 55th Avenue
Lauder Hill, FL 33313 | 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
1057 Willa Springs Drive Winter Springs, FL 32708 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 19 years | 16 years | 5 years | 1752 |
MCHS West Des Moines 5010 Grand Ridge Drive
West Des Moines, IA 50265 | 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 1920 Nerge Road Elk Grove Village, IL 60007 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 190 beds | [***] | [***] | 19 years | 16 years | 5 years | 1754 |
HHCC Canton 2081 North Main Street
Canton, IL 61520 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 90 beds | [***] | [***] | 19 years | 16 years | 5 years | 1755 |
HHCC Homewood 940 Maple Avenue
Homewood, IL 60430 | 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 2501 Musgrove Road
Silver Spring, MD 20904 | 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
8911 Reisterstown Road
Pikesville, MD 21208 | HCP Maryland Properties, LLC | Assisted living facility consisting of 105 beds | [***] | [***] | 19 years | 16 years | 5 years | 1758 |
Manor Care of W Bloomfield 6950 Farmington Road
West Bloomfield, MI 48322 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 16 years | 5 years | 1759 |
Arden Court of Livonia
32500 Seven Mile Road
Livonia, MI 48152 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 19 years | 16 years | 5 years | 1760 |
Arden Courts MCHS West Orange 510 Prospect Avenue West Orange, NJ 07052 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 19 years | 16 years | 5 years | 1761 |
Parma 9055 West Sprague Road
Parma, OH 44133 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 16 years | 5 years | 1762 |
Arden Court of Anderson Twp 6870 Clough Pike Cincinnati, OH 45244 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 19 years | 16 years | 5 years | 1763 |
Manor Care Huntingdon Valley 3430 Huntingdon Pike Huntingdon Valley, PA 19006 | 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 600 West Valley Forge Road
King of Prussia, PA 19406 | 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.
Canonsburg, PA 15317
| | | | | | | | |
Manor Care of McMurray 113 West McMurray Road
Canonsburg, PA 15317 | 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 1719 Bellevue Avenue
Richmond, VA 23227 | 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 3701 188th Street, Southwest
Lynnwood, WA 98037 | 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 5601 South Orchard Street
Tacoma, WA 98409 (this facility also includes additional property identified as assessor’s parcel number 5855000423 ) | 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 1226 Rossmoor Parkway
Walnut Creek, CA 94595 | 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 1717 West Stetson Avenue
Hemet, CA 92545 | 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 290 South Monaco Parkway
Denver, CO 80224 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 160 beds | [***] | [***] | 19 years | 11 years | 5 years | 1713 |
Arden Court of Palm Harbor 2895 Tampa Road Palm Harbor, FL 34684 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 19 years | 11 years | 5 years | 1714 |
Manor Care Oak Lawn East 9401 South Kostner Avenue
Oak Lawn, IL 60453 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 122 beds | [***] | [***] | 19 years | 11 years | 5 years | 1715 |
MCHS Prestwick 445 South County Road 525East
Avon, IN 46123 | 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 7101 East 21st Street North
Wichita, KS 67206 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 118 beds | [***] | [***] | 19 years | 11 years | 5 years | 1717 |
MCHS Largo 600 Largo Road Upper Marlboro, MD 20774 | 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
11095 East Fourteen Mile Road
Sterling Heights, MI 48312 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 19 years | 11 years | 5 years | 1719 |
Fostrian AL 640 Sunnyside Drive Flushing, MI 48433 | HCP Properties, LP | Assisted living facility consisting of 40 beds | [***] | [***] | 19 years | 11 years | 5 years | 1720 |
HHCC Fostrian 540 Sunnyside Drive
Flushing, MI 48433 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 118 beds | [***] | [***] | 19 years | 11 years | 5 years | 1721 |
HHCC Georgian East 21401 Mack Avenue
Grosse Pointe, MI 48236 | 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
2700 Chapel Avenue
West Cherry Hill, NJ 08002 | HCP Properties, LP | Assisted living facility consisting of 54 beds | [***] | [***] | 19 years | 11 years | 5 years | 1723 |
Heartland of Jackson 8668 State Route 93
Jackson, OH 45640 | 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 14442 U.S. Highway 33
Lakeview, OH 43331 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 51 beds | [***] | [***] | 19 years | 11 years | 5 years | 1725 |
Heartland of Bucyrus 1170 West Mansfield Street
Bucyrus, OH 44820 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 96 beds | [***] | [***] | 19 years | 11 years | 5 years | 1726 |
Heartland of Kettering 3313 Wilmington Pike
Kettering, OH 45429 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 19 years | 11 years | 5 years | 1727 |
Heartland of Marietta 5001 State Route 60
Marietta, OH 45750 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 101 beds | [***] | [***] | 19 years | 11 years | 5 years | 1728 |
Heartland of Portsmouth 20 Easter Drive
Portsmouth, OH 45662 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 121 beds | [***] | [***] | 19 years | 11 years | 5 years | 1729 |
Heartland of Piqua 275 Kienle Drive
Piqua, OH 45356 | 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 1265 Cedar Crest Boulevard
Allentown, PA 18103 | 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 2021 Westgate Drive
Bethlehem, PA 18017 | 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.
Chambersburg, PA 17201
| | | | | | | | |
Manor Care of Chambersburg 1070 Stouffer Avenue
Chambersburg, PA 17201 | 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 1008 Thompson Street
Jersey Shore, PA 17740 | 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 800 Court Street Circle
Sunbury, PA 17801 | 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 1700 Market Street
Camp Hill, PA 17011 | 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 West Ashley 1137 Sam Rittenberg Boulevard
Charleston, SC 29407 | HCP Properties-West Ashley- Charleston SC, LLC | Skilled nursing facility / long term care facility consisting of 99 beds | [***] | [***] | 19 years | 11 years | 5 years | 1737 |
Oakmont East 601 Sulphur Springs Road
Greenville, SC 29617 | 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 Keyser 135 Southern Drive
Keyser, WV 26726 | 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 815 East Locust Street
Davenport, IA 52803 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 105 beds | [***] | [***] | 19 years | 8 years | 5 years | 1690 |
HHCC-Normal 510 Broadway
Normal, IL 61761 | 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 Meadows 4225 Kirchoff Road
Rolling Meadows, IL 60008 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 155 beds | [***] | [***] | 19 years | 8 years | 5 years | 1692 |
HHCC Macomb 8 Doctors Lane
Macomb, IL 61455 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 80 beds | [***] | [***] | 19 years | 8 years | 5 years | 1693 |
HHCC Moline 833 Sixteenth Avenue
Moline, IL 61265 | 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 11901 Georgia Avenue
Wheaton, MD 20902 | 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 8700 Jones Mill Road
Chevy Chase, MD 20815 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 172 beds | [***] | [***] | 19 years | 8 years | 5 years | 1696 |
HHCC Allen Park 9150 Allen Road
Allen Park, MI 48101 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 171 beds | [***] | [***] | 19 years | 8 years | 5 years | 1697 |
HHCC Crestview 625 36th Southwest
Wyoming, MI 49509 | 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
3801 Woodridge Boulevard
Fairfield, OH 45014 | HCP Properties, LP | Assisted living facility consisting of 184 beds | [***] | [***] | 19 years | 8 years | 5 years | 1699 |
Heartland of Woodridge SNF 3801 Woodridge Boulevard
Fairfield, OH 45014 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 112 beds | [***] | [***] | 19 years | 8 years | 5 years | 1700 |
Heartland of Centerburg 212 Fairview Avenue
Centerburg, OH 43011 | 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 2900 Parklawn Drive
Midwest City, OK 73110 | 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 100 Abbeyville Road
Lancaster, PA 17603 | 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 14 Lincoln Avenue
Yeadon, PA 19050 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 198 beds | [***] | [***] | 19 years | 8 years | 5 years | 1704 |
Twinbrook Medical Center 3805 Field Street
Erie, PA 16511 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 19 years | 8 years | 5 years | 1705 |
Donahoe Manor 136 Donahoe Manor Road
Bedford, PA 15522 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 72 beds | [***] | [***] | 19 years | 8 years | 5 years | 1706 |
Manor Care of Ft Worth NRH 7625 Glenview Drive
Fort Worth, TX 76180 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 163 beds | [***] | [***] | 19 years | 8 years | 5 years | 1707 |
Manor Care of Ft Worth NW 2129 Skyline Drive
Fort Worth, TX 76114 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 104 beds | [***] | [***] | 19 years | 8 years | 5 years | 1708 |
Manor Care of Webster 750 West Texas Avenue
Webster, TX 77598 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 113 beds | [***] | [***] | 19 years | 8 years | 5 years | 1709 |
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.
Alexandria, VA 22308
| | | | | | | | |
MCHS Alexandria 1510 Collingwood Road
Alexandria, VA 22308 | HCP Properties of Alexandria VA, LLC | Skilled nursing facility / long term care facility consisting of 96 beds | [***] | [***] | 19 years | 8 years | 5 years | 1710 |
MCHS Platteville 1300 North Water Street
Platteville, WI 53818 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 99 beds | [***] | [***] | 19 years | 8 years | 5 years | 1711 |
Sub-E |
Manor Care of Anderson 1345 North Madison Avenue
Anderson, IN 46011 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 228 beds | [***] | [***] | 19 years | 4 years | 5 years | 1688 |
Heartland Fairfield 7820 Pleasantville Road
Pleasantville, OH 43148 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 19 years | 4 years | 5 years | 1689 |
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-3
Replacement Exhibit A-3 to Master Lease
(see attached)
EXHIBIT A-3
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 Court of Seminole
9300 Antilles Drive
Seminole, FL 33776 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 14 years | 5 years | 1824 |
Manor Care of West Delray 16200 Jog Road Delray Beach, FL 33446 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 14 years | 5 years | 1825 |
Arden Court of Lely Palms 6125 Rattlesnake Hammock Road Naples, FL 34113 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 14 years | 5 years | 1826 |
Manor Care of Sarasota 5511 Swift Road
Sarasota, FL 34231 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 178 beds | [***] | [***] | 21 years | 14 years | 5 years | 1827 |
Heartland of Brooksville 575 Lamar Avenue
Brooksville, FL 34601 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 14 years | 5 years | 1828 |
Heartland of Zephyrhills 38220 Henry Drive
Zephyrhills, FL 33542 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 14 years | 5 years | 1829 |
Arden Court of Tampa
14950 Casey Road
Tampa, FL 33624 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 21 years | 14 years | 5 years | 1830 |
Manor Care of Libertyville 1500 South Milwaukee
Libertyville, IL 60048 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 21 years | 14 years | 5 years | 1831 |
Manor Care of Palos Heights 7850 West College Drive
Palos Heights, IL 60463 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 174 beds | [***] | [***] | 21 years | 14 years | 5 years | 1832 |
Arden Courts of Hazel Crest
3701 West 183rd Street
Hazel Crest, IL 60429 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 21 years | 14 years | 5 years | 1833 |
HHCC Paxton 1001 East Pells Street
Paxton, IL 60957 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 106 beds | [***] | [***] | 21 years | 14 years | 5 years | 1834 |
Arden Court of Louisville
10451 Linn Station Road
Louisville, KY 40223 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 21 years | 14 years | 5 years | 1835 |
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-Woodbridge Valley 1525 North Rolling Road
Catonsville, MD 21228 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 14 years | 5 years | 1836 |
Arden Courts of Kensington
4301 Knowles Avenue
Kensington, MD 20895 | HCP Maryland Properties, LLC | Assisted living facility consisting of 64 beds | [***] | [***] | 21 years | 14 years | 5 years | 1837 |
Heartland of Canton 7025 Lilley Road
Canton, MI 48187 (this facility also includes additional property identified as assessor’s parcel number 71042-0200197-301) | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 14 years | 5 years | 1838 |
HHCC Ann Arbor 4701 East Huron River Drive
Ann Arbor, MI 48105 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 21 years | 14 years | 5 years | 1839 |
Arden Court of Bingham Farms 24005 West 13 Mile Road
Bingham Farms, MI 48025 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 14 years | 5 years | 1840 |
Arden Courts MCHS Whippany 18 Eden Lane
Whippany, NJ 07981 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 21 years | 14 years | 5 years | 1841 |
Manor Care of Reno 3101 Plumas Street
Reno, NV 89509 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 189 beds | [***] | [***] | 21 years | 14 years | 5 years | 1842 |
Arden Courts of Chagrin Falls 8100 East Washington Street
Chagrin Falls, OH 44023 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 14 years | 5 years | 1843 |
Arden Courts of Bath 171 North Cleveland Massillon Road Akron, OH 44333 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 14 years | 5 years | 1844 |
Arden Court of Warminster
779 West County Line Road
Hatboro, PA 19040 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 21 years | 14 years | 5 years | 1845 |
Manor Care of Yardley 1480 Oxford Valley Road
Yardley, PA 19067 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 21 years | 14 years | 5 years | 1846 |
Manor Care of Lansdale 640 Bethlehem Pike
Montgomeryville, PA 18936 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 170 beds | [***] | [***] | 21 years | 14 years | 5 years | 1847 |
Old Orchard Health Care Center 4100 Freemansburg Avenue
Easton, PA 18045 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 21 years | 14 years | 5 years | 1848 |
HHCC Charleston 1800 Eagle Landing Boulevard
Hanahan, SC 29410 | HCP Properties-Charleston of Hanahan SC, LLC | Skilled nursing facility / long term care facility consisting of 135 beds | [***] | [***] | 21 years | 14 years | 5 years | 1849 |
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.
HHCC Austin 11406 Rustic Rock Drive
Austin, TX 78750 | HCP Properties, LP | Skilled nursing facility / long term care / assisted living facility consisting of 180 beds | [***] | [***] | 21 years | 14 years | 5 years | 1850 |
Arden Courts of Richardson
410 Buckingham Road
Richardson, TX 75081 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 21 years | 14 years | 5 years | 1851 |
Manor Care of Fair Oaks 12475 Lee Jackson Memorial
Highway
Fairfax, VA 22033 | HCP Properties-Fair Oaks of Fairfax VA, LLC | Skilled nursing facility / long term care facility consisting of 155 beds | [***] | [***] | 21 years | 14 years | 5 years | 1852 |
Arden Court of Annandale 7104 Braddock Road
Annandale, VA 22003 | HCP Properties-Arden Courts of Annandale VA, LLC | Assisted living facility consisting of 60 beds | [***] | [***] | 21 years | 14 years | 5 years | 1853 |
Sub-B |
HCR-Manor Care Tice Valley 1975 Tice Valley Boulevard
Walnut Creek, CA 94595 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 13 years | 5 years | 1656 |
Sub-C |
Manor Care of Citrus Heights 7807 Upland Way Citrus Heights, CA 95610 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 148 beds | [***] | [***] | 21 years | 9 years | 5 years | 1790 |
Manor Care of Fountain Valley 11680 Warner Avenue
Fountain Valley, CA 92708 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 151 beds | [***] | [***] | 21 years | 9 years | 5 years | 1791 |
Manor Care of Boulder 2800 Palo Parkway
Boulder, CO 80301 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 21 years | 9 years | 5 years | 1792 |
Manor Care of Wilmington 700 Foulk Road
Wilmington, DE 19803 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 138 beds | [***] | [***] | 21 years | 9 years | 5 years | 1793 |
Arden Court of Largo 300 Highland Avenue Northeast Largo, FL 33770 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 9 years | 5 years | 1794 |
Arden Ct of Elk Grove Village 1940 Nerge Road Elk Grove Village, IL 60007 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 21 years | 9 years | 5 years | 1795 |
HHCC-Champaign 309 East Springfield Avenue
Champaign, IL 61820 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 102 beds | [***] | [***] | 21 years | 9 years | 5 years | 1796 |
Arden Court of Potomac
10718 Potomac Tennis Lane
Potomac, MD 20854 | HCP Maryland Properties, LLC | Assisted living facility consisting of 52 beds | [***] | [***] | 21 years | 9 years | 5 years | 1797 |
Springhouse of Silver Spring 2201 Colston Drive Silver Spring, MD 20910 | HCP Maryland Properties, LLC | Assisted living facility consisting of 115 beds | [***] | [***] | 21 years | 9 years | 5 years | 1798 |
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 Ruxton 7001 North Charles Street
Towson, MD 21204 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 179 beds | [***] | [***] | 21 years | 9 years | 5 years | 1799 |
HHCC University 28550 Five Mile Road
Livonia, MI 48154 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 172 beds | [***] | [***] | 21 years | 9 years | 5 years | 1800 |
HHCC Kalamazoo 3625 West Michigan Avenue
Kalamazoo, MI 49006 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 172 beds | [***] | [***] | 21 years | 9 years | 5 years | 1801 |
HHCC Grand Rapids 2320 East Beltline Southeast
Grand Rapids, MI 49546 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 198 beds | [***] | [***] | 21 years | 9 years | 5 years | 1802 |
Manor Care of Pinehurst 205 Rattlesnake Trail
Pinehurst, NC 28374 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 9 years | 5 years | 1803 |
MCHS West Deptford 550 Jessup Road
Paulsboro, NJ 08066 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 156 beds | [***] | [***] | 21 years | 9 years | 5 years | 1804 |
Manor Care of Barberton 85 Third Street, Southeast
Barberton, OH 44203 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 9 years | 5 years | 1805 |
Heartland of Oregon 3953 Navarre Avenue
Oregon, OH 43616 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 110 beds | [***] | [***] | 21 years | 9 years | 5 years | 1806 |
Heartland of Madeira 5970 Kenwood Road
Madeira, OH 45243 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 165 beds | [***] | [***] | 21 years | 9 years | 5 years | 1807 |
Manor Care of Akron 1211 West Market Street
Akron, OH 44313 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 117 beds | [***] | [***] | 21 years | 9 years | 5 years | 1808 |
Heartland of Perrysburg 10540 Fremont Pike
Perrysburg, OH 43551 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 131 beds | [***] | [***] | 21 years | 9 years | 5 years | 1809 |
Perrysburg Commons
10542 Fremont Pike
Perrysburg, OH 43551 | HCP Properties, LP | Assisted living facility consisting of 115 beds | [***] | [***] | 21 years | 9 years | 5 years | 1810 |
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.
Heartland of Chillicothe 1058 Columbus Street
Chillicothe, OH 45601 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 101 beds | [***] | [***] | 21 years | 9 years | 5 years | 1811 |
Heartland of Hillsboro 1141 Northview Drive
Hillsboro, OH 45133 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 21 years | 9 years | 5 years | 1812 |
Heartland of Riverview 7743 County Road 1
South Point, OH 45680 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 21 years | 9 years | 5 years | 1813 |
Arden Court of Yardley
493 Stony Hill Road
Yardley, PA 19067 | HCP Properties, LP | Assisted living facility consisting of 52 beds | [***] | [***] | 21 years | 9 years | 5 years | 1814 |
Manor Care of Lebanon 900 Tuck Street
Lebanon, PA 17042 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 159 beds | [***] | [***] | 21 years | 9 years | 5 years | 1815 |
MCHS Pottsville 420 Pulaski Drive
Pottsville, PA 17901 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 179 beds | [***] | [***] | 21 years | 9 years | 5 years | 1816 |
Manor Care of Williamsport N 300 Leader Drive
Williamsport, PA 17701 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 152 beds | [***] | [***] | 21 years | 9 years | 5 years | 1817 |
Manor Care of Bethlehem 2029 2029 Westgate Drive
Bethlehem, PA 18017 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 217 beds | [***] | [***] | 21 years | 9 years | 5 years | 1818 |
Manor Care of Sinking Spring 3000 Windmill Road
Sinking Spring, PA 19608 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 214 beds | [***] | [***] | 21 years | 9 years | 5 years | 1819 |
Sky Vue Terrace 2170 Rhine Street
Pittsburgh, PA 15212 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 21 years | 9 years | 5 years | 1820 |
Manor Care of San Antonio N 7703 Briaridge San Antonio, TX 78230 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 106 beds | [***] | [***] | 21 years | 9 years | 5 years | 1821 |
Manor Care of Arlington 550 South Carlin Springs Road
Arlington, VA 22204 | HCP Properties of Arlington VA, LLC | Skilled nursing facility / long term care facility consisting of 161 beds | [***] | [***] | 21 years | 9 years | 5 years | 1822 |
Heartland of Preston County 300 Miller Road
Kingwood, WV 26537 | HCP West Virginia Properties, LLC | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 9 years | 5 years | 1823 |
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.
Sub-D |
HHCC - North Sarasota 3250 12th Street
Sarasota, FL 34237 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 87 beds | [***] | [***] | 21 years | 6 years | 5 years | 1772 |
HHCC-Decatur 444 West Harrison Avenue
Decatur, IL 62526 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 112 beds | [***] | [***] | 21 years | 6 years | 5 years | 1773 |
Manor Care of Naperville 200 Martin Avenue
Naperville, IL 60540 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 118 beds | [***] | [***] | 21 years | 6 years | 5 years | 1774 |
Manor Care of Kankakee 900 West River Place
Kankakee, IL 60901 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 107 beds | [***] | [***] | 21 years | 6 years | 5 years | 1775 |
ManorCare of Dulaney 111 West Road
Towson, MD 21204 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 139 beds | [***] | [***] | 21 years | 6 years | 5 years | 1776 |
HHCC Adelphi 1801 Metzerott Road
Adelphi, MD 20783 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 170 beds | [***] | [***] | 21 years | 6 years | 5 years | 1777 |
HHCC Greenview 1700 Leonard Street, Northeast
Grand Rapids, MI 49505 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 69 beds | [***] | [***] | 21 years | 6 years | 5 years | 1778 |
HHCC Battle Creek 200 Roosevelt Avenue East
Battle Creek, MI 49017 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 65 beds | [***] | [***] | 21 years | 6 years | 5 years | 1779 |
HHCC Jackson 434 West North Street
Jackson, MI 49202 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 21 years | 6 years | 5 years | 1780 |
HHCC Ionia 814 East Lincoln Avenue
Ionia, MI 48846 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 21 years | 6 years | 5 years | 1781 |
Heartland Holly Glen 4293 Monroe Street
Toledo, OH 43606 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 21 years | 6 years | 5 years | 1782 |
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 Southwest OKC 5600 South Walker Avenue
Oklahoma City, OK 73109 | HCP Properties of Oklahoma City (Southwest), LLC | Skilled nursing facility / long term care facility consisting of 112 beds | [***] | [***] | 21 years | 6 years | 5 years | 1783 |
Manor Care of Pottstown 724 North Charlotte Street
Pottstown, PA 19464 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 165 beds | [***] | [***] | 21 years | 6 years | 5 years | 1784 |
Heartland Health Care Ctr Pitt 550 South Negley Avenue
Pittsburgh, PA 15232 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 224 beds | [***] | [***] | 21 years | 6 years | 5 years | 1785 |
Heartland of Columbia 2601 Forest Drive
Columbia, SC 29204 | HCP Properties-Columbia SC, LLC | Skilled nursing facility / long term care facility consisting of 132 beds | [***] | [***] | 21 years | 6 years | 5 years | 1786 |
Manor Care of Stratford Hall / Village at Stratford Hall 2125 Hilliard Road Richmond, VA 23228 | HCP Properties-Stratford Hall of Richmond VA, LLC | Skilled nursing facility / long term care facility / assisted living facility consisting of 264 beds | [***] | [***] | 21 years | 6 years | 5 years | 1787 |
MCHS Green Bay East 600 South Webster Avenue
Green Bay, WI 54301 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 79 beds | [***] | [***] | 21 years | 6 years | 5 years | 1788 |
Manor Care of Fond du Lac 265 South National Avenue
Fond du Lac, WI 54935 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 108 beds | [***] | [***] | 21 years | 6 years | 5 years | 1789 |
Sub-E |
Manor Care of Elgin 180 South State Street
Elgin, IL 60123 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 88 beds | [***] | [***] | 21 years | 2 years | 5 years | 1770 |
Manor Care of Dallas 3326 Burgoyne Street
Dallas, TX 75233 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 204 beds | [***] | [***] | 21 years | 2 years | 5 years | 1771 |
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-4
Replacement Exhibit A-4 to Master Lease
(see attached)
EXHIBIT A-4
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 Hamden
153 Leeder Hill Drive
Hamden, CT 06517 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 22 years | 13 years | 5 years | 1912 |
Manor Care of Naples 3601 Lakewood Boulevard
Naples, FL 34112 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1913 |
Manor Care of Carrollwood 3030 West Bearss Avenue
Tampa, FL 33618 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1914 |
MCHS Plantation 6931 West Sunrise Boulevard Plantation, FL 33313 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1917 |
HHCC Orange Park
570 Wells Road
Orange Park, FL 32073 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1918 |
Arden Court of Ft Myers 15950 McGregor Boulevard
Ft. Myers, FL 33908 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 22 years | 13 years | 5 years | 1919 |
MCHS Ft Myers SNF
13881 Eagle Ridge Drive
Ft. Myers, FL 33912 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1920 |
Manor Care Palos Heights West 11860 Southwest Hwy
Palos Heights, IL 60463 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 130 beds | [***] | [***] | 22 years | 13 years | 5 years | 1921 |
Manor Care of Northbrook 3300
Milwaukee Avenue
Northbrook, IL 60062 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 158 beds | [***] | [***] | 22 years | 13 years | 5 years | 1922 |
Manor Care of Westmont
512 East Ogden Avenue
Westmont, IL 60559 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 155 beds | [***] | [***] | 22 years | 13 years | 5 years | 1923 |
Glen Ellyn 2 South 706 Park Boulevard Glen Ellyn, IL 60137 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 22 years | 13 years | 5 years | 1924 |
Arden Court of Geneva
2388 Bricher Road
Geneva, IL 60134 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 22 years | 13 years | 5 years | 1925 |
Arden Court of Pikesville 8909 Reisterstown Road
Pikesville, MD 21208 | HCP Maryland Properties, LLC | Assisted living facility consisting of 56 beds | [***] | [***] | 22 years | 13 years | 5 years | 1926 |
Manor Care of Roland Park 4669 Falls Road
Baltimore, MD 21209 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1927 |
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 Courts Towson 8101 Bellona Avenue
Towson, MD 21204 | HCP Maryland Properties, LLC | Assisted living facility consisting of 60 beds | [***] | [***] | 22 years | 13 years | 5 years | 1928 |
HHCC Knollview 1061 West Hackley Avenue Muskegon, MI 49441 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 107 beds | [***] | [***] | 22 years | 13 years | 5 years | 1929 |
Arden Courts MCHS Wayne
800 Hamburg Turnpike
Wayne, NJ 07470 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 22 years | 13 years | 5 years | 1930 |
Voorhees 1086 Dumont Circle Voorhees, NJ 08043 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 13 years | 5 years | 1931 |
Arden Court of Kenwood
4580 East Galbraith Road
Kenwood, OH 45236 | HCP Properties, LP | Assisted living facility consisting of 62 beds | [***] | [***] | 22 years | 13 years | 5 years | 1932 |
Heartland of Mentor
8200 Mentor Hills Drive
Mentor, OH 44060 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 167 beds | [***] | [***] | 22 years | 13 years | 5 years | 1933 |
Heartland of Marysville
755 South Plum Street
Marysville, OH 43040 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 22 years | 13 years | 5 years | 1934 |
Manor Care of North Hills
1105 Perry Highway
Pittsburgh, PA 15237 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 200 beds | [***] | [***] | 22 years | 13 years | 5 years | 1935 |
Manor Care of Greentree
1848 Greentree Road
Pittsburgh, PA 15220 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 22 years | 13 years | 5 years | 1936 |
Linden Village (Lebanon)
100 Tuck Court
Lebanon, PA 17042 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 22 years | 13 years | 5 years | 1937 |
Arden Court of San Antonio 15290 Huebner Road San Antonio, TX 78231 | HCP Properties, LP | Assisted living facility consisting of 64 beds | [***] | [***] | 22 years | 13 years | 5 years | 1938 |
HHCC Bedford 2001 Forest Ridge Drive
Bedford, TX 76021 | HCP Properties, LP | Skilled nursing facility / long term care / assisted living facility consisting of 180 beds | [***] | [***] | 22 years | 13 years | 5 years | 1939 |
Sub-B |
Manor Care of Palm Desert 74350
Country Club Drive Palm Desert,
CA 92260 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 178 beds | [***] | [***] | 22 years | 8 years | 5 years | 1877 |
Arden Courts MCHS
Farmington
45 South Road
Farmington, CT 06032 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 22 years | 8 years | 5 years | 1878 |
Springhouse of Lely Palms
1000 Lely Palms Drive
Naples, FL 34113 | HCP Properties, LP | Assisted living facility consisting of 212 beds | [***] | [***] | 22 years | 8 years | 5 years | 1879 |
Manor Care of Hinsdale
600 West Ogden Avenue
Hinsdale, IL 60521 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 202 beds | [***] | [***] | 22 years | 8 years | 5 years | 1880 |
MCHS Summer Trace AL 12999 North Pennsylvania Street Carmel, IN 46032 | HCP Properties, LP | Assisted living facility consisting of 176 beds | [***] | [***] | 22 years | 8 years | 5 years | 1881 |
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 Summer Trace 12999 North Pennsylvania Street Carmel, IN 46032 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 104 beds | [***] | [***] | 22 years | 8 years | 5 years | 1882 |
Manor Care of Topeka 2515 Southwest Wanamaker Road Topeka, KS 66614 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | 22 years | 8 years | 5 years | 1883 |
Christopher East Hlth Care Ctr
4200 Browns Lane Louisville,
KY 40220 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 178 beds | [***] | [***] | 22 years | 8 years | 5 years | 1884 |
Arden Court of Silver Spring
2505 Musgrove Road Silver
Spring, MD 20904 | HCP Maryland Properties LLC | Assisted living facility consisting of 52 beds | [***] | [***] | 22 years | 8 years | 5 years | 1885 |
HHCC Dearborn Heights
26001 Ford Road Dearborn Heights, MI 48127 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 151 beds | [***] | [***] | 22 years | 8 years | 5 years | 1886 |
HHCC Georgian Bloomfield
2975 North Adams Road
Bloomfield Hills, MI 48304 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 199 beds | [***] | [***] | 22 years | 8 years | 5 years | 1887 |
HHCC Briarwood 3011 North Center Road Flint, MI 48506 (this facility also includes additional property identified as assessor’s parcel numbers 41-04277-011, 41-04-277-090 and 4104-277-064 ) | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 117 beds | [***] | [***] | 22 years | 8 years | 5 years | 1888 |
HHCC Three Rivers
517 South Erie Street
Three Rivers, MI 49093 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 22 years | 8 years | 5 years | 1889 |
HHCC Hampton 800 Mulholland Street
Bay City, MI 48708 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 51 beds | [***] | [***] | 22 years | 8 years | 5 years | 1890 |
Heartland of Mt. Airy
2250 Banning Road
Cincinnati, OH 45239 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 151 beds | [***] | [***] | 22 years | 8 years | 5 years | 1891 |
Manor Care of Willoughby
37603 Euclid Avenue
Willoughby, OH 44094 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 157 beds | [***] | [***] | 22 years | 8 years | 5 years | 1892 |
ManorCare Euclid Beach 16101
Euclid Beach Boulevard Cleveland,
OH 44110 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 202 beds | [***] | [***] | 22 years | 8 years | 5 years | 1893 |
Manor Care of Rocky River 4102
Rocky River Drive Cleveland,
OH 44135 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 210 beds | [***] | [***] | 22 years | 8 years | 5 years | 1894 |
Manor Care of Belden Village
5005 Higbee Avenue, Northwest
Canton, OH 44718 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 147 beds | [***] | [***] | 22 years | 8 years | 5 years | 1895 |
Heartland of Wauseon
303 West Leggett Street
Wauseon, OH 43567 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 53 beds | [***] | [***] | 22 years | 8 years | 5 years | 1896 |
Heartland Lansing 68222 Commercial Drive
Bridgeport, OH 43912 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 22 years | 8 years | 5 years | 1897 |
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 Allentown
5151 Hamilton Boulevard Allentown, PA 18106 | HCP Properties, LP | Assisted living facility consisting of 56 beds | [***] | [***] | 22 years | 8 years | 5 years | 1898 |
Manor Care of Dallastown 100 West Queen Street
Dallastown, PA 17313 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 202 beds | [***] | [***] | 22 years | 8 years | 5 years | 1899 |
Manor Care of Kingston East 200 Second Avenue
Kingston, PA 18704 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 176 beds | [***] | [***] | 22 years | 8 years | 5 years | 1900 |
Manor Care of Laureldale
2125 Elizabeth Avenue
Laureldale, PA 19605 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 198 beds | [***] | [***] | 22 years | 8 years | 5 years | 1901 |
Manor Care of Williamsport S 101 Leader Drive
Williamsport, PA 17701 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 116 beds | [***] | [***] | 22 years | 8 years | 5 years | 1902 |
Manor Care North York
1770 Barley Road
York, PA 17404 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 161 beds | [***] | [***] | 22 years | 8 years | 5 years | 1903 |
Arden Court of Jefferson Hills
380 Wray Large Road Jefferson
Hills, PA 15025 | HCP Properties, LP | Assisted living facility consisting of 60 beds | [***] | [***] | 22 years | 8 years | 5 years | 1904 |
Heartland of Lexington 2416 Sunset Boulevard West
Columbia, SC 29169 | HCP Properties-Lexington SC, LLC | Skilled nursing facility / long term care facility consisting of 132 beds | [***] | [***] | 22 years | 8 years | 5 years | 1905 |
Oakmont of Union 709 Rice Avenue
Union, SC 29379 | HCP Properties- Oakmont of Union SC, LLC | Skilled nursing facility / long term care / assisted living facility consisting of 128 beds | [***] | [***] | 22 years | 8 years | 5 years | 1906 |
HHCC West Houston at Royal
Oak 2939 Woodland Park Drive Houston, TX 77082 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 161 beds | [***] | [***] | 22 years | 8 years | 5 years | 1907 |
Heartland of San Antonio 1 Heartland Drive San Antonio, TX 78247 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 162 beds | [***] | [***] | 22 years | 8 years | 5 years | 1908 |
Medical Care Center 2200 Landover Place
Lynchburg, VA 24501 | HCP Properties-Medical Care Center- Lynchburg VA, LLC | Skilled nursing facility / long term care facility consisting of 118 beds | [***] | [***] | 22 years | 8 years | 5 years | 1909 |
Manor Care of Spokane 6025
North Assembly Street Spokane,
WA 99205 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 125 beds | [***] | [***] | 22 years | 8 years | 5 years | 1910 |
Heartland of Rainelle 606 Pennsylvania Avenue
Rainelle, WV 25962 | HCP West Virginia Properties, LLC | Skilled nursing facility / long term care facility consisting of 60 beds | [***] | [***] | 22 years | 8 years | 5 years | 1911 |
Sub-C |
Manor Care of Tucson
3705 North Swan Road
Tucson, AZ 85718 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 118 beds | [***] | [***] | 22 years | 5 years | 5 years | 1857 |
Manor Care of Waterloo 201 West Ridgeway Avenue Waterloo, IA 50701 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 97 beds | [***] | [***] | 22 years | 5 years | 5 years | 1858 |
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 Dubuque
901 West Third Street
Dubuque, IA 52001 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 99 beds | [***] | [***] | 22 years | 5 years | 5 years | 1859 |
HHCC-Peoria 5600 North Glen Elm Drive
Peoria, IL 61614 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 144 beds | [***] | [***] | 22 years | 5 years | 5 years | 1860 |
Manor Care Oak Lawn West
6300 West 95th Street Oak
Lawn, IL 60453 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 192 beds | [***] | [***] | 22 years | 5 years | 5 years | 1861 |
Springhouse of Bethesda 4925 Battery Lane
Bethesda, MD 20814 | HCP Maryland Properties, LLC | Assisted living facility consisting of 98 beds | [***] | [***] | 22 years | 5 years | 5 years | 1862 |
HHCC Hyattsville 6500 Riggs Road
Hyattsville, MD 20783 | HCP Maryland Properties, LLC | Skilled nursing facility / long term care facility consisting of 160 beds | [***] | [***] | 22 years | 5 years | 5 years | 1863 |
Manor Care of Springfield 2915 South Fremont
Springfield, MO 65804 | HCP Properties, LP | Skilled nursing facility / long term care / assisted living facility consisting of 234 beds | [***] | [***] | 22 years | 5 years | 5 years | 1864 |
Manor Care of Florissant
1200 Graham Road
Florissant, MO 63031 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 98 beds | [***] | [***] | 22 years | 5 years | 5 years | 1865 |
Manor Care of Minot
600 South Main Street
Minot, ND 58701 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 114 beds | [***] | [***] | 22 years | 5 years | 5 years | 1866 |
Manor Care of Westerville 140
Old County Line Road
Westerville, OH 43081 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 180 beds | [***] | [***] | 22 years | 5 years | 5 years | 1867 |
Heartland of Greenville
243 Marion Drive
Greenville, OH 45331 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 92 beds | [***] | [***] | 22 years | 5 years | 5 years | 1868 |
Heartland of Urbana
741 East Water Street
Urbana, OH 43078 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 22 years | 5 years | 5 years | 1869 |
The Village At Westerville NC
1060 Eastwind Drive
Westerville, OH 43081 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 130 beds | [***] | [***] | 22 years | 5 years | 5 years | 1870 |
The Village At Westerville RC
215 Huber Village Boulevard
Westerville, OH 43081 | HCP Properties, LP | Assisted living facility consisting of 125 beds | [***] | [***] | 22 years | 5 years | 5 years | 1871 |
Manor Care of Devon
235 Lancaster Avenue
Devon, PA 19333 | HCP Properties, LP | Skilled nursing facility / long term care / assisted living facility consisting of 131 beds/150 beds | [***] | [***] | 22 years | 5 years | 5 years | 1872 |
Hampton House 1548 Sans Souci Parkway Hanover Township, PA 18706 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 104 beds | [***] | [***] | 22 years | 5 years | 5 years | 1873 |
Shadyside Nurs. and Rehab Ctr
5609 Fifth Avenue Pittsburgh,
PA 15232 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 150 beds | [***] | [***] | 22 years | 5 years | 5 years | 1874 |
Wallingford Nursing & Rehab
115 South Providence Road
Wallingford, PA 19086 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 207 beds | [***] | [***] | 22 years | 5 years | 5 years | 1875 |
ManorCare Hlth Serv-Shawano
1436 South Lincoln Street
Shawano, WI 54166 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 100 beds | [***] | [***] | 22 years | 5 years | 5 years | 1876 |
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.
Sub-D |
HHCC Saginaw
2901 Galaxy Drive
Saginaw, MI 48601 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 103 beds | [***] | [***] | 22 years | 1 years | 5 years | 1854 |
Heartland Victorian Village 920
Thurber Drive - West Columbus,
OH 43215 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 148 beds | [***] | [***] | 22 years | 1 years | 5 years | 1855 |
Holiday Nursing Center 280 Moffett Drive, Hwy 87N Center, TX 75935 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 137 beds | [***] | [***] | 22 years | 1 years | 5 years | 1856 |
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 B
Modification of Extension Term
Section 1(d) and (e) of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof:
“(d)(1) For each Pool 1 First Extended Term, Pool 2 First Extended Term, Pool 3 First Extended Term and Pool 4 First Extended Term, respectively, on the commencement thereof, Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall be reset in an amount equal to the greater of (i) the then Fair Market Rental for, as applicable, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities or the Pool 4 Facilities, or (ii) the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) for the immediately preceding Lease Year plus three percent (3.00%).”
(d)(2) For each Pool 1 Second Extended Term, Pool 2 Second Extended Term, Pool 3 Second Extended Term and Pool 4 Second Extended Term, respectively, on the commencement thereof, Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall be reset in an amount equal to the greater of (i) the then Fair Market Rental for, as applicable, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities or the Pool 4 Facilities, or (ii) the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) for the immediately preceding Lease Year plus three percent (3.00%).”
(e) Commencing upon the expiration of each Lease Year during each Pool 1 Extended Term, Pool 2 Extended Term, Pool 3 Extended Term and Pool 4 Extended Term, respectively (other than the last Lease Year of each of the Pool 1 First Extended Term, Pool 2 First Extended Term, Pool 3 First Extended Term and Pool 4 First Extended Term), the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall increase by a percentage equal to the greater of (i) three percent (3%) or (ii) the CPI Increase.
Section 2 of Exhibit D to the Master Lease is hereby deleted in its entirety and replaced with the following:
“2. Extended Terms
Subject in all respects to the provisions of Section 19.1 of this Lease and the Tenth Amendment and all other applicable terms of this Lease, Lessee shall be entitled to the renewal options with respect to the Facilities as follows:
(i) with respect to the Pool 1 Sub-A Facilities: (A) one (1) seventeen -year renewal term (the “Pool 1 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-A Second
Exhibit B - 1
Extended Term” together with the Pool 1 Sub-A First Extended Term, collectively, the “Pool 1 Sub-A Extended Term”);
(ii) with respect to the Pool 1 Sub-B Facilities: (A) one (1) twelve -year renewal term (the “Pool 1 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-B Second Extended Term” together with the Pool 1 Sub-B First Extended Term, collectively, the “Pool 1 Sub-B Extended Term”);
(iii) with respect to the Pool 1 Sub-C Facilities: (A) one (1) nine-year renewal term (the “Pool 1 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-C Second Extended Term” and together with the Pool 1 Sub-C First Extended Term, collectively, the “Pool 1 Sub-C Extended Term”);
(iv) with respect to the Pool 1 Sub-D Facilities: (A) one (1) five-year renewal term (the “Pool 1 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-D Second Extended Term” and together with the Pool 1 Sub-D First Extended Term, collectively, the “Pool 1 Sub-D Extended Term”);
(v) with respect to the Pool 2 Sub-A Facilities: (A) one (1) sixteen-year renewal term (the “Pool 2 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-A Second Extended Term” and together with the Pool 2 Sub-A First Extended Term, collectively, the “Pool 2 Sub-A Extended Term”);
(vi) with respect to the Pool 2 Sub-B Facility: (A) one (1) fifteen-year renewal term (the “Pool 2 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-B Second Extended Term” and together with the Pool 2 Sub-B First Extended Term, collectively, the “Pool 2 Sub-B Extended Term”);
(vii) with respect to the Pool 2 Sub-C Facilities: (A) one (1) eleven-year renewal term (the “ Pool 2 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-C Second Extended Term” and together with the Pool 2 Sub-C First Extended Term, collectively, the “Pool 2 Sub-C Extended Term”);
(viii) with respect to the Pool 2 Sub-D Facilities: (A) one (1) eight-year renewal term (the “Pool 2 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-D Second Extended Term” and together with the Pool 2 Sub-D First Extended Term, collectively, the “Pool 2 Sub-D Extended Term”);
Exhibit B - 2
(ix) with respect to the Pool 2 Sub-E Facilities: (A) one (1) four-year renewal term (the “Pool 2 Sub-E First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-E Second Extended Term” and together with the Pool 2 Sub-E First Extended Term, collectively, the “Pool 2 Sub-E Extended Term”);
(x) with respect to the Pool 3 Sub-A Facilities: (A) one (1) fourteen-year renewal term (the “Pool 3 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-A Second Extended Term” and together with the Pool 3 Sub-A First Extended Term, collectively, the “Pool 3 Sub-A Extended Term”);
(xi) with respect to the Pool 3 Sub-B Facility: (A) one (1) thirteen-year renewal term (the “Pool 3 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-B Second Extended Term” and together with the Pool 3 Sub-B First Extended Term, collectively, the “Pool 3 Sub-B Extended Term”);
(xii) with respect to the Pool 3 Sub-C Facilities: (A) one (1) nine-year renewal term (the “Pool 3 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-C Second Extended Term” and together with the Pool 3 Sub-C First Extended Term, collectively, the “Pool 3 Sub-C Extended Term”);
(xiii) with respect to the Pool 3 Sub-D Facilities: (A) one (1) six-year renewal term (the “Pool 3 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-D Second Extended Term” and together with the Pool 3 Sub-D First Extended Term, collectively, the “Pool 3 Sub-D Extended Term”);
(xiv) with respect to the Pool 3 Sub-E Facilities: (A) one (1) two-year renewal term (the “Pool 3 Sub-E First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-E Second Extended Term” and together with the Pool 3 Sub-E First Extended Term, collectively, the “Pool 3 Sub-E Extended Term”);
(xv) with respect to the Pool 4 Sub-A Facilities: (A) one (1) thirteen-year renewal term (the “ Pool 4 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-A Second Extended Term” and together with the Pool 4 Sub-A First Extended Term, collectively, the “Pool 4 Sub-A Extended Term”);
(xvi) with respect to the Pool 4 Sub-B Facilities: (A) one (1) eight-year renewal term (the “Pool 4 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-B Second
Exhibit B - 3
Extended Term” and together with the Pool 4 Sub-B First Extended Term, collectively, the “Pool 4 Sub-B Extended Term”);
(xvii) with respect to the Pool 4 Sub-C Facilities: (A) one (1) five-year renewal term (the “Pool 4 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-C Second Extended Term” and together with the Pool 4 Sub-C First Extended Term, collectively, the “Pool 4 Sub-C Extended Term”); and
(xviii) with respect to the Pool 4 Sub-D Facilities: (A) one (1) one-year renewal term (the “Pool 4 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-D Second Extended Term” and together with the Pool 4 Sub-D First Extended Term, collectively, the “Pool 4 Sub-D Extended Term”).”
For purposes hereof:
(i) The Pool 1 Sub-A Second Extended Term, the Pool 1 Sub-B Second Extended Term, the Pool 1 Sub-C Second Extended Term and the Pool 1 Sub-D Second Extended Term are collectively referred to as the “Pool 1 Second Extended Term”;
(ii) The Pool 2 Sub-A Second Extended Term, the Pool 2 Sub-B Second Extended Term, the Pool 2 Sub-C Second Extended Term, the Pool 2 Sub-D Second Extended Term and the Pool 2 Sub-E Second Extended Term are collectively referred to as the “Pool 2 Second Extended Term”;
(iii) The Pool 3 Sub-A Second Extended Term, the Pool 3 Sub-B Second Extended Term, the Pool 3 Sub-C Second Extended Term, the Pool 3 Sub-D Second Extended Term and the Pool 3 Sub-E Second Extended Term are collectively referred to as the “Pool 3 Second Extended Term”; and
(iv) The Pool 4 Sub-A Second Extended Term, the Pool 4 Sub-B Second Extended Term, the Pool 4 Sub-C Second Extended Term and the Pool 4 Sub-D Second Extended Term are collectively referred to as the “Pool 4 Second Extended Term”.
Exhibit B - 4
EXHIBIT C
Form of Addendum
[Addendum #__]
ADDENDUM #__ TO MASTER LEASE AND SECURITY AGREEMENT
This ADDENDUM #__ TO MASTER LEASE AND SECURITY AGREEMENT (this “Addendum”) is made and entered into as of _________ __, 20__, by and between the parties signatory hereto, as lessors (collectively, “Lessor”) and HCR III Healthcare, LLC, as lessee (“Lessee”).
RECITALS
A.Lessor is the current “Lessor” and Lessee is the current “Lessee” pursuant to that certain Master Lease and Security Agreement dated as of April 7, 2011 (as the same may have been amended, restated or otherwise modified prior to the date hereof, the “Master Lease”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease.
B.Lessee’s obligations under the Master Lease are guaranteed by HCR ManorCare, Inc., a Delaware corporation, successor in interest to HCR ManorCare, LLC, a Delaware limited liability company, pursuant to that certain Guaranty of Obligations dated as of April 7, 2011 (as the same may heretofore have been or may hereafter be further amended, modified or reaffirmed from time to time in accordance with the terms thereof, the “Guaranty”).
C.Pursuant to Section 12 of that certain Tenth Amendment to Master Lease and Security Agreement, dated as of March 29, 2015 (the “Tenth Amendment”), by and among Lessor, Lessee and Guarantor, Lessor, Lessee and Guarantor desire to add the real property more particularly described on Exhibit A attached hereto (the “Additional Facility”) to the Leased Property under the Master Lease.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:
1.Lessee’s Representations and Warranties. Lessee hereby represents and warrants to Lessor that the Additional Facilities Owners have delivered to Lessor the materials and documentation required pursuant to Section 12 of the Tenth Amendment and that, to Lessee’s knowledge, (i) all such materials and documentation were true, correct and complete at the time delivered and (ii) there have been no changes affecting any such materials or documentation or any information disclosed thereby, that
Exhibit C - 1
would interfere with or materially adversely affect the consummation of the transactions contemplated hereby, that have not been previously disclosed by Lessee or Guarantor to Lessor in writing.
2.Additional Facility. The Master Lease is hereby amended to modify the “Pool 4 Facilities” to add the Additional Facility thereto and Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, as part of the Leased Property, all of Lessor’s right, title and interest in and to the Additional Facility, including any improvements currently and to be located thereon, subject to all of the terms, conditions and provisions of the Master Lease, as it is hereby, and may be hereafter, amended, supplemented, restated or otherwise modified.
3.Opco Sublease: Schedule 4 to the Master Lease is hereby amended to add the following operating sublease thereto: [____________________].
4.Effect of Addendum. All references in the Master Lease to “this Lease” shall be deemed to be references to the Master Lease as amended hereby.
5.Full Force and Effect; Acknowledgement. The Master Lease, as hereby amended, shall remain and continue in full force and effect.
6.Counterparts; Facsimile or Electronically Transmitted Signatures. This Addendum may be executed in any number of counterparts, all of which shall constitute one and the same instrument. Signatures transmitted by facsimile or other electronic means may be used in place of original signatures on this Addendum, and Lessor and Lessee both intend to be bound by the signatures on the document transmitted by facsimile or such other electronic means.
[NO FURTHER TEXT ON THIS PAGE]
Exhibit C - 2
IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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 |
Exhibit C - S-1
| |
| HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company |
| |
| 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-WEST ASHLEY-CHARLESTON SC, LLC, a Delaware limited liability company |
Exhibit C - S-2
| | | |
| HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company |
| | |
| By: | |
| Name: | |
| | |
| | Title: | |
| | | |
Exhibit C - S-3
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the day and year first written above.
| | | |
| “LESSEE” |
| |
| |
| HCR III HEALTHCARE, LLC, a Delaware limited liability company |
| |
| | |
| By: | |
| | Name: | |
| | Title: | |
Exhibit C - S-4
[Addendum #__]
CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR
Guarantor hereby (i) reaffirms all of its obligations under the Guaranty, (ii) consents to the foregoing Addendum and (iii) agrees that its obligations under the Guaranty shall extend to Lessee’s duties, covenants and obligations pursuant to the Master Lease, as amended or modified pursuant to the foregoing Addendum.
| | | |
| HCR MANORCARE, INC., a Delaware corporation |
| |
| | |
| By: | |
| | Name: | |
| | Title: | |
Exhibit C – Consent, Reaffirmation and Agreement
EXHIBIT A
Legal Description of Additional Property
SCHEDULE 1
Additional Facilities
(see attached)
Additional Facilities
Facility | Facility Owner/ Lessor | Facility Description and Primary Intended Use | Initial Monthly Allocated
Minimum Rent(1) | Allocated Initial Investment | Fixed Term | 1st Extended Term | 2nd Extended Term | HCP ID |
To be included in Pool 4 |
MCNRC Winter Park 2075 Loch Lomond Dr
Winter Park, FL 32792 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 138 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Washington Twn 378 Fries Mill Road
Sewell, NJ 08080 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Wingfield Hills 2350 Wingfield Hills Road
Sparks, NV 89436 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Utica Ridge 3800 Commerce Blvd.
Davenport, IA 52807 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Salmon Creek 2811 N.E. 139th Street
Vancouver, WA 98686 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Lacey 4524 Intelco Loop SE
Lacey, WA 98503 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
MCHS Sterling Heights 38200 Schoenherr Road
Sterling Heights, MI 48312 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
Heartland of Dublin 4075 W. Dublin-Granville
Road Dublin, OH 43017 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
Heartland of Twinsburb 8551 Darrow Road
Twinsburg, OH 44087 | HCP Properties, LP | Skilled nursing facility / long term care facility consisting of 120 beds | [***] | [***] | Coterminus
with
Pool 4
Facilities | 13 years | 5 years | TBD |
| (1) | | If the closing for any Additional Facility does not occur before April 1, 2016, then the Initial Monthly Allocated Minimum Rent for such Additional Facility will be increased by three percent (3%). |
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.
SCHEDULE 2
Deferred Rent Obligation Allocation
[***]
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.
