EXHIBIT 10.11
FIRST AMENDMENT TO AMENDED MASTER LEASE AGREEMENT
This FIRST AMENDMENT TO AMENDED MASTER LEASE AGREEMENT (this
"Amendment") is made and entered into as of October 1, 2002 by and among (i)
each of the parties identified on the signature page hereof as landlord
(collectively, "Landlord"), and (ii) FS TENANT HOLDING COMPANY TRUST, a Maryland
business trust, and FS TENANT POOL III TRUST, a Maryland business trust, as
tenant (collectively, "Tenant").
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Master Lease Agreement, dated as of
January 7, 2002 (the "Lease"), by and among CCC Ohio Healthcare, Inc. and
Leisure Park Venture Limited Partnership, as landlord (collectively, "Original
Landlord"), and FS Tenant Holding Company Trust, as tenant ("Original Tenant"),
Original Landlord leased the two (2) properties described in the Lease (the
"Original Properties") to Original Tenant and Original Tenant leased the
Original Properties from Original Landlord; and
WHEREAS, pursuant to that certain Amended Master Lease, dated as of
January 11, 2002, Landlord (including, without limitation, Original Landlord)
and Tenant (including, without limitation, Original Tenant) amended the Lease to
include an additional twenty-nine (29) properties; and
WHEREAS, Landlord and Tenant now wish to amend the Lease to modify
certain provisions therein regarding the ownership of the FF&E Reserve (this and
other capitalized terms having the meanings ascribed thereto in the Lease),
subject to and upon the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree that, as of the date hereof, the Lease is hereby amended as follows:
1. New Defined Term: FF&E Reserve Pledge. Article 1 of the Lease is
hereby amended by inserting the following definition as Section 1.40 and
renumbering all subsequent definitions accordingly:
"FF&E Reserve Pledge" shall mean the Assignment and Security Agreement,
dated as of October 1, 2002, made by Tenant for the benefit of Landlord
with respect to
the FF&E Reserve, as it may be amended, restated, supplemented or
otherwise modified from time to time.
2. Revised Defined Term: Incidental Documents. Section 1.52 of the
Lease (Section 1.53 after giving effect to the renumbering of Section 1 as
described hereinabove) is hereby deleted in its entirety and replaced with the
following:
"Incidental Documents" shall mean the FF&E Reserve Pledge, the
Guaranty, the Security Agreement and the Stock Pledge Agreement.
3. FF&E Reserve. Section 5.1.2 of the Lease is hereby amended by
deleting the last paragraph thereof and replacing it with the following
paragraphs:
On and before September 30, 2002, funds in the FF&E Reserve
and all property purchased with those funds shall be the property of
Landlord and all FF&E Reserve Payments shall constitute Additional
Charges. After September 30, 2002, funds deposited in the FF&E Reserve
and all property purchased with those funds deposited after September
30, 2002 shall be the property of Tenant. Upon the expiration or sooner
termination of this Agreement, funds in the FF&E Reserve and all
property purchased with those funds during the Term shall be paid,
granted and assigned to Landlord as Additional Charges.
Tenant agrees that it will, from time to time, execute such
reasonable documentation as may be requested by Landlord and/or any
Superior Mortgagee to assist Landlord and/or any Superior Mortgagee in
establishing or perfecting the Superior Mortgagee's security interest
in Landlord's residual interest in the funds which are in the FF&E
Reserve; provided, however, that no such documentation shall contain
any amendment to or modification of any of the provisions of this
Agreement.
4. Scope of Amendment. The parties hereto acknowledge and agree that
the purpose of this Amendment is merely to change the name on the account into
which the FF&E Reserve Payments are deposited by Manager and is not intended to,
and does not have the effect of, increasing or expanding the obligations of
Tenant to provide funds or pay any obligations under the Lease.
5. Security Agreement. Subtenant hereby confirms that all references to
the "Master Lease" in that certain Security
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Agreement, dated as of January 7, 2002, made by Subtenant in favor of Landlord
shall refer to the Lease as amended by this Amendment.
6. Stock Pledge Agreement. FS Tenant Holding Company Trust hereby
confirms that all references to the "Master Lease" in that certain Pledge of
Shares of Beneficial Interest Agreement, dated as of January 7, 2002, made by FS
Tenant Holding Company Trust in favor of Landlord shall refer to the Lease as
amended by this Amendment.
7. As amended hereby, the Lease is hereby ratified and confirmed.
[Signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
CCC FINANCING I TRUST,
a Maryland business trust
By: /s/ David J. Hegarty
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Its: President
CCC FINANCING LIMITED, L.P.,
a Delaware limited partnership
By: CCC RETIREMENT TRUST, its
General Partner
By: /s/ David J. Hegarty
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Its: President
CCC INVESTMENTS I, L.L.C.,
a Delaware limited liability company
By: /s/ David J. Hegarty
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Its: President
CCC OF KENTUCKY TRUST,
a Maryland business trust
By: /s/ David J. Hegarty
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Its: President
CCC OHIO HEALTHCARE TRUST,
a Maryland business trust
By: /s/ David J. Hegarty
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Its: President
CCC PUEBLO NORTE TRUST,
a Maryland business trust
By: /s/ David J. Hegarty
----------------------------------
Its: President
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CCC RETIREMENT COMMUNITIES II, L.P.,
a Delaware partnership
By: CRESTLINE VENTURES LLC, its
General Partner
By: /s/ David J. Hegarty
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Its: President
CCCP SENIOR LIVING LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
CCDE SENIOR LIVING LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
CCFL SENIOR LIVING LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
CCOP SENIOR LIVING LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
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CCSL SENIOR LIVING LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
LEISURE PARK VENTURE LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: CCC LEISURE PARK CORPORATION,
its General Partner
By: /s/ David J. Hegarty
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Its: President
LTJ SENIOR COMMUNITIES LLC,
a Delaware limited liability company
By: /s/ David J. Hegarty
----------------------------------
Its: President
PANTHER HOLDINGS LEVEL I, L.P.,
a Delaware limited partnership
By: PANTHER GENPAR TRUST, its General Partn
By: /s/ David J. Hegarty
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Its: President
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TENANT:
FS TENANT HOLDING COMPANY TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FS TENANT POOL III TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
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ACKNOWLEDGMENTS AND CONSENTS
The undersigned subtenants under the Lease hereby join in the execution
and delivery of this Amendment for the limited purpose of acknowledging their
consent to the execution and delivery of this Amendment.
FS TENANT POOL I TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FS TENANT POOL II TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FS TENANT POOL III TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FS TENANT POOL IV TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
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Its: Treasurer and
Chief Financial Officer
FS LAFAYETTE TENANT TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
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FS LEISURE PARK TENANT TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FS LEXINGTON TENANT TRUST,
a Maryland business trust
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
FSQ, Inc. hereby joins in the execution and delivery of this Amendment
for the limited purposes of (i) acknowledging its consent to the execution and
delivery of this Amendment and (ii) confirming that all references to the
"Master Lease" in that certain Pledge of Shares of Beneficial Interest
Agreement, dated as of January 11, 2002, made by FSQ, Inc. in favor of Landlord
shall refer to the Lease as amended by this Amendment.
FSQ, INC., a Maryland corporation
By: /s/ Bruce J. Mackey Jr.
----------------------------------
Its: Treasurer and
Chief Financial Officer
Five Star hereby joins in the execution and delivery of this Amendment
for the limited purposes of (i) acknowledging its consent to the execution and
delivery of this Amendment and (ii) confirming that all references to the
"Master Lease" in that certain Guaranty Agreement, dated as of January 11, 2002,
made by Five Star in favor of Landlord shall refer to the Lease as amended by
this Amendment.
FIVE STAR QUALITY CARE, INC.,
a Maryland corporation
By: /s/ Bruce J. Mackey Jr.
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Its: Treasurer and
Chief Financial Officer
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