Exhibit 10.1
FOURTH AMENDMENT TO MASTER LEASE
THIS FOURTH AMENDMENT TO MASTER LEASE (the "Amendment") is effective as of September 30, 2021 (the "Effective Date"), by and among NHI-REIT OF NEXT HOUSE, LLC, a Delaware limited liability company (“NRNH”), MYRTLE BEACH RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“MBRR”) and VOORHEES RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“VRR”, and together with NRNH and MBRR, “Landlord”) and WELL CHURCHILL LEASEHOLD OWNER LLC, a Delaware limited liability company (“Tenant”), as successor in interest to NH MASTER TENANT LLC, a Delaware limited liability company.
RECITALS:
A.Landlord and Tenant are parties to that certain Master Lease dated December 23, 2013 (the “Initial Lease”), as amended by that certain Amendment to Master Lease and Termination of Guaranty dated November 5, 2018 (the “First Amendment”), as amended by that certain Second Amendment to Master Lease dated January 3, 2019 (the “Second Amendment”), as amended by that certain Third Amendment to Master Lease dated August 19, 2021 (the “Third Amendment” and together with the Initial Lease, the First Amendment and the Second Amendment, the "Lease"), which Lease was assigned by NH Master Tenant LLC to Tenant pursuant to that certain Assignment and Assumption of Master Lease and Consent to Assignment dated July 30, 2021, and which Lease currently covers eighteen (18) separate independent living facilities, as more particularly described therein;
B.Landlord and Tenant are parties to that certain Agreement Regarding Lease dated May 1, 2021 (the “Agreement”), which addresses, among other things, that certain Facility Transfer (as defined in the Agreement), which contemplates the sale of a number of the Facilities and the termination of the Lease with respect to those Facilities;
C.Pursuant to the terms of a purchase and sale agreement dated on or about the date hereof (the “Purchase Agreement”) between NRNH, as seller, and Dutch Holdings, LLC, an Indiana limited liability company, as purchaser (“Purchaser”), Landlord is selling the one hundred twenty (120) unit independent living community commonly known as Arbor Glen and located at 5202 Saint Joe Rd, Fort Wayne, Indiana 46835 (the “Released Facility”) to Purchaser; and
D.Landlord and Tenant desire to amend the Lease to release the Released Facility from and otherwise update the Lease in connection with the Facility Transfer.
NOW, THEREFORE, for and in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
1.Release of the Released Facility. As of the Effective Date, Landlord is conveying the Released Facility to Purchaser (the “Sale”), and upon the consummation of the Sale, the Released Facility is hereby released from the Lease, and the Lease is terminated solely with respect to the Released Facility from and after the Effective Date, except as to (i) any indemnities or other obligations of Landlord or Tenant with respect to the Released Facility that survive the termination of the Lease pursuant to the terms thereof, and (ii) all amounts due and owing from Tenant to Landlord or Landlord to Tenant, if any, with respect to the Released Facility under the Lease through the Effective Date, and all right, title, interest and claim to the same are hereby reserved to the applicable party. As of the Effective Date, neither Landlord nor Tenant shall have any liability under the Lease solely with respect to the Released Facility except as provided in the immediately preceding sentence, provided, that, for the avoidance of
doubt, Landlord retains all claims under the Lease with respect to clauses (i) and (ii) of the preceding sentence with respect to the Released Facility. For the avoidance of doubt, this Section 1 affects only the Released Facility and Landlord retains all claims under the Lease as to all Facilities under the Lease other than the Released Facility. The definition of “Facility or Facilities” in Section 1 of the Lease is hereby amended to exclude the Released Facility and Exhibit A to the Lease is hereby deleted in its entirety and Exhibit A attached to this Amendment is inserted in lieu thereof.
2.Base Rent. Schedule 1.1 of the Lease (Allocated Facility Rent) is hereby deleted and replaced with Schedule 1.1 attached hereto and made a part hereof.
3.Bill of Sale. As required by the Lease, Tenant is delivering to NRNH, as the owner of the Released Facility, a Bill of Sale as of the date hereof pursuant to which Tenant is conveying to NRNH all of Tenant’s right, title and interest in the Transferred Tenant’s Personal Property and the Inventory to the extent used solely in the operation of the Released Facility. The parties have agreed that Tenant shall not convey its right, title and interest in and to the Records with respect to the Released Facility; provided, however, that for a period of three (3) years after the Effective Date and upon request by Landlord, Tenant shall permit Landlord to make copies of all Records, subject to Legal Requirements, solely to the extent relating to the Released Facility.
4.Assignments. Landlord acknowledges that Tenant shall make any assignments of the Contracts, the Licenses and the Resident Agreements directly to Purchaser. Tenant shall not deliver an Assignment of Contracts and Operating Leases or an Assignment of Resident Agreements to NRNH with respect to the Released Facility.
5.Entire Agreement. This Amendment constitutes the entire and integrated agreement between Landlord and Tenant relating to the subject matter of this Amendment and supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto.
6.No Other Changes. Unless expressly amended hereby, all other terms and conditions contained in the Lease shall remain unchanged and in full force and effect, and are hereby ratified and confirmed. To the extent of any conflict between the provisions hereof and the Lease, the provisions of this Amendment shall govern and control. This Amendment shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.
7.Defined Terms. Capitalized terms used in this Amendment and not defined herein, shall have the meaning as set forth in the Lease.
8.Counterparts. This Amendment may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic signatures, digital signatures, and signatures transmitted by electronic in “.pdf” or other electronic format shall be legal and binding and shall have the same full force and effect as if an original signed counterpart of this Amendment had been delivered.
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IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.
LANDLORD:
NHI-REIT OF NEXT HOUSE, LLC,
a Delaware limited liability company
By: /s/Kristin S. Gaines
Name: Kristin S. Gaines
Title: Secretary
IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.
LANDLORD:
MYRTLE BEACH RETIREMENT RESIDENCE LLC,
an Oregon limited liability company
By: /s/Kristin S. Gaines
Name: Kristin S. Gaines
Title: Secretary
IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.
LANDLORD:
VOORHEES RETIREMENT RESIDENCE LLC,
an Oregon limited liability company
By: NHI- REIT OF NEXT HOUSE, LLC,
its sole member
By: /s/Kristin S. Gaines
Name: Kristin S. Gaines
Title: Secretary
IN WITNESS WHEREOF, the undersigned Tenant has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.
TENANT:
WELL CHURCHILL LEASEHOLD OWNER LLC,
a Delaware limited liability company
By: /s/Nikhil Chaudhri___________
Name: Nikhil Chaudhri
Title: Authorized Signatory
Exhibit A
FACILITIES
| Facility Name | Subtenant | Address | City | State | Zip | ||||||||||||
| Butterfield Place | NH Butterfield Place LLC | 8420 Phoenix Ave | Fort Smith | AR | 72903 | ||||||||||||
| Apple Blossom | NH Apple Blossom LLC | 2501 N 22nd St. | Rogers | AR | 72756 | ||||||||||||
| Bay Park | NH Bay Park LP | 2621 Appian Way | Pinole | CA | 94564 | ||||||||||||
| Mistywood | NH Mistywood LP | 1275 Pleasant Grove Blvd. | Roseville | CA | 95747 | ||||||||||||
| Fig Garden | NH Fig Garden LP | 6035 N Marks Avenue | Fresno | CA | 93711 | ||||||||||||
| Standiford Place | NH Standiford Place LP | 3420 Shawnee Drive | Modesto | CA | 95350 | ||||||||||||
| Bridgecreek | NH Bridgecreek LP | 3601 Holt Avenue | West Covina | CA | 91791 | ||||||||||||
| Riverplace | NH Riverplace LLC | 6850 River Road | Columbus | GA | 31904 | ||||||||||||
| Iris Place | NH Iris Place LLC | 755 Epps Bridge Parkway | Athens | GA | 30606 | ||||||||||||
| Yardley Commons | NH Yardley Commons LLC | 209 Laurel Rd. | Voorhees | NJ | 08043 | ||||||||||||
| Worthington | NH Worthington LLC | 1201 Riva Ridge Ct. | Gahanna | OH | 43230 | ||||||||||||
| Silver Arrow Estates | NH Silver Arrow Estates LLC | 2601 S Elm Place | Broken Arrow | OK | 74012 | ||||||||||||
| Eagle Crest | NH Eagle Crest LLC | 3736 Robert M. Grissom Pkwy | Myrtle Beach | SC | 29577 | ||||||||||||
| Westminster | NH Westminster LLC | 11 East August Place | Greenville | SC | 29605 | ||||||||||||
| Bedford | NH Bedford LLC | 13303 SE | Vancouver | WA | 98683 | ||||||||||||
| Kamlu Retirement Inn- Vancouver | NH Kamlu Retirement Inn-Vancouver LLC | 1000 NE 82nd Ave. | Vancouver | WA | 98664 | ||||||||||||
| Isles of Vero Beach | CCAT 2 L.P. | 1700 Waterford Drive | Vero Beach | FL | 32966 | ||||||||||||
Schedule 1.1
ALLOCATED FACILITY RENT
| Community | Monthly Rent | Annual Rent | |||||||||
| Apple Blossom | AR000001--Holiday Apple Blossom | $ 103,814.41 | $ 1,245,772.92 | ||||||||
| Bay Park | CA000003--Holiday Bay Park | $ 131,754.25 | $ 1,581,051.00 | ||||||||
| Bridgecreek | CA000004--Holiday Bridgecreek | $ 173,919.01 | $ 2,087,028.12 | ||||||||
| Bedford | WA000004--Holiday Bedford | $ 147,533.06 | $ 1,770,396.72 | ||||||||
| Butterfield Place | AR000002--Holiday Butterfield Place | $ 121,777.29 | $ 1,461,327.48 | ||||||||
| Eagle Crest | SC000006--Holiday Eagle Crest | $ 145,395.90 | $ 1,744,750.80 | ||||||||
| Fig Garden | CA000006--Holiday Fig Garden | $ 87,293.04 | $ 1,047,516.48 | ||||||||
| Iris Place | GA000002--Holiday Iris Place | $ 180,059.16 | $ 2,160,709.92 | ||||||||
| Kamlu | WA000006--Holiday Kamlu | $ 32,231.07 | $ 386,772.84 | ||||||||
| Mistywood | CA000008--Holiday Mistywood | $ 188,170.11 | $ 2,258,041.32 | ||||||||
| Riverplace | GA000003--Holiday Riverplace | $ 88,514.67 | $ 1,062,176.04 | ||||||||
| Silver Arrow Estate | OK000001--Holiday Silver Arrow | $ 99,751.83 | $ 1,197,021.96 | ||||||||
| Standiford Place | CA000009--Holiday Standiford Place | $ 102,498.61 | $ 1,229,983.32 | ||||||||
| Westminster | SC000007--Holiday Westminster | $ 97,995.48 | $ 1,175,945.76 | ||||||||
| Worthington | OH000002--Holiday Worthington | $ 112,075.22 | $ 1,344,902.64 | ||||||||
| Vero Beach | FL000026--Holiday Vero Beach | $ 216,750.00 | $ 2,601,000.00 | ||||||||
| Vero Beach - CapEx Rent | FL000026--Holiday Vero Beach | $ 7,696.10 | $ 92,353.20 | ||||||||
| Yardley Commons | NJ000001--Holiday Yardley Commons | $ 114,917.54 | $ 1,379,010.48 | ||||||||
| Total | $ 2,152,146.75 | $ 25,825,761.00 | |||||||||