Sixth Amendment to Amended and Restated Master Lease Agreement by Health Care REIT, Inc. and Alterra Healthcare Corporation

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Summary

This amendment, effective June 30, 2004, updates the master lease agreement between several Health Care REIT entities (as landlords) and Alterra Healthcare Corporation (as tenant). It revises definitions, adjusts how base rent is calculated when the landlord makes additional advances, and modifies conditions for disbursing a specific earnout amount tied to tenant capital improvements. The amendment also clarifies documentation requirements and time limits for these disbursements. All other terms of the original lease remain in effect, and the amendment is binding on successors and permitted assigns.

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EX-10.41.7 81 y10687exv10w41w7.txt EXHIBIT 10.41.7 EXHIBIT 10.41.7 SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT ("Sixth Amendment") is dated effective as of June 30, 2004 (the "Sixth Amendment Effective Date") by and among HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("HCRI" and a "Landlord"), HCRI INDIANA PROPERTIES, LLC, a limited liability company organized under the laws of the State of Indiana ("HCRI-IN" and a "Landlord"), HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of North Carolina ("HCRI-NC" and a "Landlord"), HCRI TENNESSEE PROPERTIES, INC., a corporation organized under the laws of the State of Delaware ("HCRI-TN" and a "Landlord"), HCRI TEXAS PROPERTIES, LTD., a limited partnership organized under the laws of the State of Texas ("HCRI-TX" and a "Landlord"), and HCRI WISCONSIN PROPERTIES, LLC, a limited liability company organized under the laws of the State of Wisconsin ("HCRI-WI" and a "Landlord"), each Landlord having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio ###-###-####, and ALTERRA HEALTHCARE CORPORATION, a corporation organized under the laws of the State of Delaware ("Tenant"), having its chief executive office located at 10000 Innovation Drive, Milwaukee, Wisconsin 53226. R E C I T A L S A. Landlord and Tenant entered into an Amended and Restated Master Lease Agreement dated effective as of July 1, 2001 ("Master Lease"), as amended pursuant to a certain First Amendment to Amended and Restated Master Lease Agreement dated as of July 16, 2001 ("First Amendment"), as further amended pursuant to a certain Second Amendment to Amended and Restated Master Lease Agreement dated as of December 21, 2001 ("Second Amendment"), as further amended pursuant to a certain Third Amendment to Amended and Restated Master Lease Agreement dated as of March 19, 2002 ("Third Amendment") as amended pursuant to a certain Fourth Amendment to Amended and Restated Master Lease Agreement dated as of December 27, 2002 ("Fourth Amendment") and as further amended pursuant to a certain Fifth Amendment to Amended and Restated Master Lease Agreement dated as of December 3, 2003 ("Fifth Amendment") (the Master Lease together with the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment hereinafter referred to as "Lease"). B. HCRI North Carolina Properties, LLC, a landlord under the Master Lease, has transferred those Facilities together with the real property located in the State of North Carolina to HCRI-NC and HCRI-NC is now a Landlord under the Lease. C. Landlord and Tenant desire to further amend the Lease to amend certain provisions thereof and as otherwise set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. Capitalized Terms. Any capitalized terms not defined in this Sixth Amendment shall have the meaning set forth in the Lease. 2. Definitions. The following definition of Payment Date is hereby added to Section 1.4 of the Lease: "Payment Date" means the date on which Landlord makes a Lease Advance. 3. Definitions. The following definition of Rent Schedule is hereby added to Section 1.4 of the Lease: "Rent Schedule" means the schedule issued by Landlord to Tenant showing the Base Rent to be paid by Tenant pursuant to the terms of this Lease, as such schedule is amended from time to time by Landlord in accordance with the terms of this Lease. 4. Base Rent Adjustment. The Lease is hereby amended by adding the following Section 2.1.1 to the Lease: Section 2.1.1 Base Rent Adjustment. If Landlord makes a Lease Advance after the Sixth Amendment Effective Date, the Base Rent will be increased effective on the Payment Date based upon the applicable Lease Rate in effect on the Payment Date. Until Tenant receives a revised Rent Schedule from Landlord, Tenant shall for each month [i] continue to make installments of Base Rent according to the payment schedule existing on the Sixth Amendment Effective Date or according to the Rent Schedule in effect on the day before the Payment Date; and [ii] within 10 days following Landlord's issuance of an invoice, pay the difference between the installment of Base Rent that Tenant paid to Landlord for such month and the installment of Base Rent actually due to Landlord for such month as a result of the Lease Advance. On the first day of the month following receipt of the revised Rent Schedule, Tenant shall pay the monthly installment of Base Rent specified in the revised Rent Schedule. 5. Manlius Earnout Disbursement. Section 2.9 of the Lease is hereby amended by adding the following sentence at the end of the existing Section 2.9: The parties have agreed that Landlord's obligation to disburse the Manlius Earnout Amount will be tied to Tenant's capital expenditures for facilities subject to this Lease. As a result, in addition to any other requirements set forth in this section, Landlord's obligation to so disburse is subject to (i) Landlord's reasonable approval in writing of the scope of work and budget, construction and disbursement schedules, and contractor and construction agreements (if applicable), and (ii) Landlord's receipt of written documentation that $500,000.00 of capital improvements as set forth on the - 2 - Project Budget, as hereinafter defined, have been completed and installed at a Facility, but Landlord shall not be obligated to disburse more than the Manlius Earnout Amount and not until at least eight Business Days following receipt of all documentation required for such disbursement. In the event the above conditions are not satisfied within one year after the Sixth Amendment Effective Date, Landlord's obligation to disburse the Manlius Earnout will terminate. As of the Sixth Amended Effective Date, the budget for capital expenditures ("Project Budget") is set forth on Schedule 2, attached hereto. Notwithstanding the obligation of Tenant in clause [b] above to provide Landlord with an amendment to the Letter of Credit, Tenant shall not be obligated to provide such amendment to the Letter of Credit as a condition to Landlord's obligation to disburse the Manlius Earnout Amount, but Tenant shall be obligated to provide such amendment to the Letter of Credit in accordance with the terms of a certain Agreement Regarding Letter of Credit (Sixth Amendment). 6. Affirmation. Except as specifically modified by this Sixth Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect. 7. Binding Effect. This Sixth Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant. 8. Further Modification. The Lease may be further modified only by writing signed by Landlord and Tenant. 9. Counterparts. This Sixth Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document. 10. Subtenant. Manlius Clare Bridge Operator, Inc. is signing this Sixth Amendment for the sole purpose of consenting to the terms and conditions set forth herein. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] - 3 - IN WITNESS WHEREOF, Landlord and Tenant have executed this Sixth Amendment as of the date first set forth above. Signed and acknowledged in the presence of: HEALTH CARE REIT, INC. Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ____________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name Rita J. Rogge ___________________________________ Signed and acknowledged in the presence of: HCRI INDIANA PROPERTIES, LLC By: Health Care REIT, Inc., Member Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name Rita J. Rogge ___________________________________ Signed and acknowledged in the presence of: HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP By: HCRI North Carolina Properties II, Inc., its General Partner Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name Rita J. Rogge ___________________________________ Signed and acknowledged in the presence of: HCRI TENNESSEE PROPERTIES, INC. Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ____________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name /s/ Rita J. Rogge ___________________________________ S-1 Signed and acknowledged in the presence of: HCRI TEXAS PROPERTIES, LTD. By: Health Care REIT, Inc., General Partner Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name Rita J. Rogge ___________________________________ Signed and acknowledged in the presence of: HCRI WISCONSIN PROPERTIES, LLC By: Health Care REIT, Inc., Member Signature /s/ Evelyn Evans-Eck By: /s/ Erin C. Ibele ___________________________________ ________________________ Print Name Evelyn Evans-Eck __________________________________ Title: VP & Corp. Secretary _____________________ Signature /s/ Rita J. Rogge ____________________________________ Print Name Rita J. Rogge ___________________________________ Signed and acknowledged in the presence of: ALTERRA HEALTHCARE CORPORATION Signature /s/ Amy Hickman By: /s/ Kristin A. Ferge ___________________________________ ____________________________ Print Name Amy Hickman __________________________________ Title: VP & CFO ____________________ Signature /s/ Joanna Saver ____________________________________ Print Name Joanna Saver Tax I.D. No.: 39-1771281 ___________________________________ __________________ Signed and acknowledged in the presence of: MANLIUS CLARE BRIDGE OPERATOR, INC. Signature /s/ Mary Quint By: /s/ Colleen Endsley ___________________________________ ____________________________ Print Name Mary Quint __________________________________ Title: President _______________________ Signature /s/ Dan Keish ____________________________________ Print Name Dan Keish Tax I.D. No.: 16-1564848 ___________________________________ __________________ S-2 STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of ___ June 2004 by Erin C. Ibele the VP & Corp. Secretary _______________, _________________________, _________________________ of Health Care REIT, Inc., a Delaware corporation, on _________________________ behalf of the corporation. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 [SEAL] _______________________ STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of ___ June 2004 by Evelyn Evans-Eck the VP & Corp. Secretary _______________, _________________________, ________________________ of Health Care REIT, Inc., a Delaware corporation and _________________________ the sole member of HCRI Indiana Properties, LLC, a limited liability company organized under the laws of the State of Indiana on behalf of the limited liability company. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 [SEAL] _______________________ STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of ___ June 2004 by Erin C. Ibele the VP & Corp. Secretary _______________, _________________________, ________________________ HCRI North Carolina Properties II, Inc., a North _________________________ Carolina corporation, the General Partner of HCRI North Carolina Properties III, Limited Partnership, on behalf of the partnership. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 [SEAL] _______________________ S-3 STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of ___ June Erin C. Ibele VP & Corp. Secretary _______________, 2004 by _________________________, the_________________________ _________________________ of HCRI Tennessee Properties, Inc., a corporation organized under the laws of the State of Delaware on behalf of the corporation. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 _______________________ [SEAL] STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of June Erin C. Ibele VP & Corp. Secretary _______________, 2004 by _________________________, the ________________________ _________________________ of Health Care REIT, Inc., a Delaware corporation and the general partner of HCRI Texas Properties, Ltd., a limited liability partnership organized under the laws of the State of Texas on behalf of the limited partnership. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 _______________________ [SEAL] STATE OF OHIO ) ) SS: COUNTY OF LUCAS ) The foregoing instrument was acknowledged before me this 30 day of June Erin C. Ibele VP & Corp. Secretary _______________, 2004 by _________________________, the ________________________ _________________________ of Health Care REIT, Inc., a Delaware corporation and the sole member of HCRI Wisconsin Properties, LLC, a limited liability company organized under the laws of the State of Delaware on behalf of the limited liability company. /s/ Evelyn Evans-Eck _______________________________ Notary Public My Commission Expires: 9/9/08 _______________________ [SEAL] S-4 STATE OF Wisconsin _______________ ) ) SS: COUNTY OF Milwaukee _______________ ) The foregoing instrument was acknowledged before me this 21 day of ___ June Kristen A. Ferge VP & CFO _______________, 2004 by _________________________, the ________________________ _________________________ of Alterra Healthcare Corporation, a Delaware corporation, on behalf of the corporation. /s/ JC Hansen _______________________________ Notary Public My Commission Expires: 5/21/06 _______________________ [SEAL] STATE OF Wisconsin _______________ ) ) SS: COUNTY OF Milwaukee _______________ ) The foregoing instrument was acknowledged before me this 22 day of June Colleen Endsley President , 2004 by _________________________, the ________________________ _________________________ of Manlius Clare Bridge Operator, Inc., a New York corporation, on behalf of the corporation. /s/ JC Hansen _______________________________ Notary Public My Commission Expires: 5/21/06 _______________________ [SEAL] THIS INSTRUMENT PREPARED BY: OKSANA M. LUDD, ESQ. SHUMAKER, LOOP & KENDRICK, LLP 1000 JACKSON TOLEDO, OHIO 43624 S-5 SCHEDULE 2 CAPITAL EXPENDITURE BUDGET (PROJECT BUDGET)
TOTAL RESIDENCE DESCRIPTION COST - ------------------------- -------------------------------------------- ------- CBC-VALPARAISO CARPET EXTRACTOR 1,200 CBC-VALPARAISO CARPET, RESIDENT ROOM 4,500 CBC-VALPARAISO TOTAL 5,700 SH-VALPARAISO CARPET, RESIDENT ROOM 4,500 SH-VALPARAISO TOTAL 4,500 SH-CANTON CARPET, COMMON AREA 26,000 SH-CANTON CARPET, RESIDENT ROOM 4,500 SH-CANTON TOTAL 30,500 SH-FINDLAY CARPET & VINYL, RESIDENT ROOM 4,500 SH-PIQUA CARPET, RESIDENT ROOM 4,500 SH-PIQUA TOTAL 4,500 SH-TROY CARPET, COMMON AREA, CORRIDOR 21,000 SH-TROY CARPET & VINYL, RESIDENT ROOM 4,500 SH-TROY TOTAL 25,500 CB-OK CITY CARPET, RESIDENT ROOM 4,500 CB-OK CITY TOTAL 4,500 SH-BARTLESVILLE NO. CARPET, COMMON AREA, HALLWAY AND DINING 39,000 SH-BARTLESVILLE NO. CARPET, RESIDENT ROOM 4,500 SH-BARTLESVILLE NO. TOTAL 43,500 SH-CHICKASHAW CARPET, COMMON AREA, DINING ROOM 37,000 SH-CHICKASHAW CARPET, RESIDENT ROOM 4,500 SH-CHICKASHAW TOTAL 41,500 SH-CLAREMORE CARPET, RESIDENT ROOM 4,500 SH-CLAREMORE TOTAL 4,500 SH-DUNCAN CARPET, COMMON AREA 37,000 SH-DUNCAN CARPET, RESIDENT ROOM 4,500 SH-DUNCAN TOTAL 41,500 SH-EDMOND CARPET, RESIDENT ROOM 4,500 SH-EDMOND TOTAL 4,500 SH-ENID CARPET, COMMON AREA 37,000 SH-ENID CARPET, RESIDENT ROOM 4,500 SH-ENID TOTAL 41,500 SH-LAWTON CARPET, RESIDENT ROOM 4,500 SH-LAWTON TOTAL 4,500
TOTAL RESIDENCE DESCRIPTION COST - ------------------------- -------------------------------------------- ------- SH-MIDWEST CITY CARPET, RESIDENT ROOM 4,500 SH-MIDWEST CITY TOTAL 4,500 SH-NORMAN CARPET, RESIDENT ROOM 4,500 SH-NORMAN TOTAL 4,500 SH-OK CITY NORTH CARPET, RESIDENT ROOM 4,500 SH-OK CITY NORTH CARPET, COMMON AREA 37,000 SH-OK CITY NORTH TOTAL 41,500 SH-OK CITY SOUTH CARPET, RESIDENT ROOM 4,500 SH-OK CITY SOUTH TOTAL 4,500 SH-OWASSO CARPET, RESIDENT ROOM 4,500 SH-OWASSO TOTAL 4,500 SH-PONCA CITY CARPET, COMMON AREA 37,000 SH-PONCA CITY CARPET, RESIDENT ROOM 4,500 SH-PONCA CITY TOTAL 41,500 SH-SHAWNEE CARPET, COMMON AREA 37,000 SH-SHAWNEE CARPET, RESIDENT ROOM 4,500 SH-SHAWNEE TOTAL 41,500 SH-STILLWATER CARPET, RESIDENT ROOM 4,500 SH-STILLWATER TOTAL 4,500 CB-MIDDLETON CARPET, COMMON AREA, HALLWAYS, OFFICES 25,000 CB-MIDDLETON CARPET EXTRACTOR 1,700 CB-MIDDLETON CARPET & VINYL, RESIDENT ROOM 15,000 CB-MIDDLETON TOTAL 41,700 CB-BRADENTON CARPET, COMMON AREA 37,000 CB-BRADENTON CARPET, RESIDENT ROOM 4,500 CB-BRADENTON TOTAL 41,500 CBC-CAPE CORAL CARPET, RESIDENT ROOM 4,500 CBC-CAPE CORAL TOTAL 4,500 CBC-VERO BEACH CARPET, COMMON AREA, HALLWAYS, SITTING AREAS 30,000 CBC-VERO BEACH CARPET, RESIDENT ROOM 4,500 CBC-VERO BEACH TOTAL 34,500 CB-SARASOTA CARPET, RESIDENT ROOM 4,500 CB-SARASOTA TOTAL 4,500 SH-VERO BEACH CARPET, RESIDENT ROOM 4,500 SH-VERO BEACH TOTAL 4,500
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TOTAL RESIDENCE DESCRIPTION COST - ------------------------- -------------------------------------------- ------- CB-ASHEVILLE CARPET, RESIDENT ROOM 4,500 CB-ASHEVILLE TOTAL 4,500 CB-WILMINGTON CARPET, COMMON AREA 15,000 CB-WILMINGTON CARPET, RESIDENT ROOM 2,700 CB-WILMINGTON TOTAL 17,700 CB-HAMILTON REPLACE BUILDING CORRIDOR CARPET 31,000 CB-HAMILTON CARPET, RESIDENT ROOM 4,500 CB-HAMILTON TOTAL 35,500 SH-FLORENCE CARPET, RESIDENT ROOM 4,500 SH-FLORENCE TOTAL 4,500 CB-MANLIUS CARPET, RESIDENT ROOM 4,500 CB-MANLIUS TOTAL 4,500 SH-NO. AUGUSTA CARPET, COMMON AREA 23,000 SH-NO. AUGUSTA CARPET EXTRACTOR 1,900 SH-NO. AUGUSTA CARPET, RESIDENT ROOM 4,500 SH-NO. AUGUSTA TOTAL 29,400 SH-CLARKSVILLE CARPET, COMMON AREA 33,000 SH-CLARKSVILLE CARPET EXTRACTOR 1,900 SH-CLARKSVILLE CARPET, RESIDENT ROOM 4,500 SH-CLARKSVILLE TOTAL 39,400 SH-COLUMBIA CARPET, RESIDENT ROOM 4,500 SH-COLUMBIA TOTAL 4,500 CB-HIGHLANDS RANCH CARPET, RESIDENT ROOM 4,500 CB-HIGHLANDS RANCH TOTAL 4,500 CB-SALEM CARPET, RESIDENT ROOM 7,200 CB-SALEM TOTAL 7,200 SH-CEDAR HILL CARPET EXTRACTOR 2,000 SH-CEDAR HILL CARPET, RESIDENT ROOM 4,500 SH-CEDAR HILL TOTAL 6,500 SH-DESOTO CARPET EXTRACTOR 2,000 SH-DESOTO CARPET, RESIDENT ROOM 4,500 SH-DESOTO TOTAL 6,500 SH-GEORGETOWN CARPET, RESIDENT ROOM 4,500 SH-GEORGETOWN CARPET EXTRACTOR 2,000 SH-GEORGETOWN TOTAL 6,500 SH-PALESTINE CARPET, RESIDENT ROOM 4,500 SH-PALESTINE TOTAL 4,500
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TOTAL RESIDENCE DESCRIPTION COST - ------------------------- -------------------------------------------- ------- SH-TEXARKANA CARPET, RESIDENT ROOM 4,500 SH-TEXARKANA CARPET EXTRACTOR 2,000 SH-TEXARKANA TOTAL 6,500 SH-WAXAHACHIE CARPET, RESIDENT ROOM 4,500 SH-WAXAHACHIE CARPET, COMMON AREA 30,000 SH-WAXAHACHIE TOTAL 34,500 CB-SILVER LAKE CARPET, FOR LV ROOM AND LIBRARY 2,000 CB-SILVER LAKE CARPET, RESIDENT ROOM 4,500 CB-SILVER LAKE TOTAL 6,500 ------- TOTAL 727,600 =======
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