ex10_16c.htm




 














FIFTH AMENDMENT TO


SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities







THIS FIFTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE (“Lease”) is executed and delivered as of this 31st day of December, 2010 and is entered into by OHI ASSET III (PA) TRUST, a Maryland business trust (“Lessor”), the successor by merger to OHI Asset II (OH), LLC, a Delaware limited liability company, and Ohio Lessor – Waterford & Crestwood, Inc., a Maryland corporation, the address of which is 200 International Circle, Suite 3500, Hunt Valley, MD 21030, OMG MSTR LSCO, LLC, an Ohio limited liability company (“Lessee One”), the successor by merger to CSC MSTR LSCO, LLC, and OMG LS LEASING CO., LLC, an Ohio limited liability company (“Lessee Two”, and collectively with Lessee One, “Lessee”), the address of which is 4700 Ashwood Drive, Suite 200, Cincinnati, OH 45241.


 


RECITALS


 


The circumstances underlying the execution and delivery of this Lease are as follows:


 


A. Lessee and Lessor have executed and delivered to each other a Second Consolidated Amended and Restated Master Lease dated as of April 18, 2008, as amended by a First Amendment to Second Consolidated Amended and Restated Master Lease dated as of July 31, 2009, a Second Amendment to Second Consolidated Amended and Restated Master Lease dated as of November 3, 2009, a Third Amendment to Second Consolidated Amended and Restated Master Lease dated as of April 1, 2010, and a Fourth Amendment to Second Consolidated Amended and Restated Master Lease dated as of October 1, 2010 (the “Existing Master Lease”) pursuant to which Lessee leases from Lessor certain healthcare facilities located in Ohio and Pennsylvania.







B. Lessor and Lessee desire to amend the Existing Master Lease to provide for the payment of additional rent in connection with the transfer to Lessee or a Sublessee of .







The parties agree as follows:







1. Definitions.







(a)           Any capitalized term used but not defined in this Amendment will have the meaning assigned to such term in the Existing Master Lease.







(b)           In addition to the other definitions contained herein, when used in this Amendment the following term shall have the following meaning:







“Bed Additional Rent” means:


 


(1)           During the period from September 1, 2010 thru December 31, 2011, the monthly sum of Four Thousand Six Hundred Sixty Six and 66/100 Dollars ($4,666.66);







(2)           For the Lease Year commencing on January 1, 2012, an annual amount equal to the product of Fifty Six Thousand Dollars ($56,000) multiplied by (i) one hundred percent (100%) plus (ii) the lesser of (a) two (2) times the increase in the CPI (expressed as a percentage) and (b) two and one half percent (2.5%); and







(3)           For the subsequent Lease Year, the product of (A) the Bed Additional Rent for the previous Lease Year multiplied by (i) one hundred percent (100%) plus (ii) the lesser of (a) two (2) times the increase in the CPI (expressed as a percentage) and (b) two and one half percent (2.5%); and







(c)           The following definition defined in §2.1 of the Existing Master Lease is hereby amended in its entirety as follows:


 


Rent:  Collectively, Base Rent, the Golden Years Additional Rent, the Bed Additional Rent and Additional Charges.


 


(d)           From and after the date of this Amendment, each reference in the Transaction Documents to the Existing Master Lease, means the Existing Master Lease as modified by this Amendment.


 


2. Bed Additional Base Rent.   Commencing as of September 1, 2010, Lessee shall pay the Bed Additional Rent pursuant to the terms and conditions of Article III of the Lease.







3. Sections 9.3.2 and 9.3.3.  Sections 9.3.2 and 9.3.3 of the Existing Master Lease are hereby amended by deleting the words “December 31, 2010” in each place it occurs in each Section and inserting the words “December 31, 2011” in place thereof.







4. Schedule 9.3.  Schedule 9.3 to the Existing Master Lease is hereby amended and restated in its entirety by Schedule 9.3 to this Amendment.







5. Section 38.4.  Section 38.4 of the Existing Master Lease is amended and restated in its entirety as follows:







38.4           Option Price.  If Lessee exercises its option to purchase the Lessee Option Property as set forth in this Lease, the purchase price for the Lessee Option Property (the “Lessee Purchase Price”) to be paid by Lessee shall be equal to the greater of (i) the Minimum Purchase Price (listed below) plus the Golden Years Addition Minimum Purchase Price, and (ii) the Allocated Purchase Price (listed below) plus the Golden Years Addition Purchase Price plus 50% of the amount, if any, that (A) the Fair Market Value of the Lessee Option Facilities on the date of exercise of the option exceeds (B) the Allocated Purchase Price plus the Golden Years Addition Purchase Price.


 



	
Facility

	 	
Allocated Purchase Price

	 	 	
Minimum Purchase Price

	 
	
Northwestern Center

	 	$	5,378,350.46	 	 	$	6,393,168.57	 
	
Columbus Center

	 	$	5,395,043.01	 	 	$	6,413,010.77	 
	
Golden Years Healthcare Center

	 	$	3,219,706.84	 	 	$	3,827,219.65	 
	
Oak Grove Center

	 	$	2,334,560.33	 	 	$	2,775,058.61	 
	
Total

	 	$	16,327,660.65	 	 	$	19,408,457.60	 










The Lessee Purchase Price shall be payable by Lessee in immediately available funds at closing.  The Lessee Option Deposit shall be applied against the Lessee Purchase Price at closing. Lessee shall also pay the cost of any revenue or transfer stamps required to be affixed to the deeds, and all reasonable expenses, disbursements and reasonable attorneys’ fees incurred by Lessor in the sale transaction.







6. Costs and Expenses.  Lessee shall pay Lessor’s reasonable costs and expenses, including reasonable attorneys fees, incurred in connection with this Amendment.







7. Execution and Counterparts.  This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but when taken together shall constitute one and the same Amendment.







8. Headings.  Section headings used in this Amendment are for reference only and shall not affect the construction of the Amendment.







9. Enforceability of Transaction Documents.  Except as expressly and specifically set forth herein, the Transaction Documents remain unmodified and in full force and effect.  In the event of any discrepancy between any other Transaction Document and this Amendment, the terms and conditions of this Amendment will control and such other Transaction Document is deemed amended to conform hereto.







SIGNATURE PAGES FOLLOW


 






  





  











  



Signature Page to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities




















 


LESSOR:


 


OHI ASSET III (PA) TRUST








	
  

	
By:

	
OHI Asset (PA), LLC, a Delaware limited liability company, its sole trustee












By:           Omega Healthcare Investors, a Maryland


corporation, its sole member







 


By:           /s/ Daniel J. Booth                                


Name:           Daniel J. Booth


Title:           Chief Operating Officer


 







 


THE STATE OF MARYLAND        )


                      )


COUNTY OF  BALTIMORE            )


 


This instrument was acknowledged before me on the 28th day of December, 2010, by Daniel J. Booth, the Chief Operating Officer of Omega Healthcare Investors, Inc., a Maryland corporation, the sole member of OHI Asset (PA), LLC, a Delaware limited liability company, the sole trustee of OHI Asset III (PA) Trust, a Maryland business trust, on behalf of said business trust.


 


Notary Public


 


                    Judith A. Jacobs


 


                                                               Baltimore County, MD My Commission Expires:  May 12, 2012


 







                                                             Signature Page  of 2









  





  











  



Signature Page to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities




















 


LESSEE:


 


OMG MSTR LSCO, LLC







By:           HEALTH CARE HOLDINGS, LLC,


its Sole Member







 


By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           Treasurer


 







 


OMG LS LEASING CO., LLC







By:           OMG RE HOLDINGS, LLC,


its Sole Member







 


By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           Treasurer


 







THE STATE OF OHIO                                            )


)


COUNTY OF HAMILTON                                     )


 


This instrument was acknowledged before me on the 29thday of December, 2010, by Charles R. Stoltz, the Treasurer of HEALTH CARE HOLDINGS, LLC, an Ohio limited liability company, the sole member of OMG MSTR LSCO, LLC, an Ohio limited liability company, and of OMG RE HOLDINGS, LLC, an Ohio limited liability company, the sole member of OMG LS LEASING CO., LLC, an Ohio limited liability company, on behalf of said companies.


 


Notary Public


 


Kathleen M. Portman


 


State of Ohio


 


My Commission Expires 3-28-2012


 












                                                                Signature Page  of 2









  





  











  



Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities















The undersigned hereby ratify and affirm their respective Guaranties, Pledge Agreements, Security Agreements, Subordination Agreements and other Transaction Documents, and acknowledge and agree that the performance of the Loan Agreement and the Master Lease and obligations described therein are secured by their Guaranties, Pledge Agreements, Security Agreement, Subordination Agreement and other Transaction Documents on the same terms and conditions in effect prior to this Amendment.


 


CITY VIEW BORROWERS:







CITY VIEW NURSING & REHAB, LLC


CLEVELAND NH ASSET, LLC












By:           /s/ Charles R. Stolz                                


Name:           Charles R. Stolz


Title:           CFO and Treasurer







MARYLAND BORROWERS:







BEL PRE LEASING CO, LLC


RIDGE (MD) LEASING CO, LLC


MARLBORO LEASING CO, LLC


FAYETTE LEASING CO, LLC


LIBERTY LEASING CO, LLC


HOWARD LEASING CO, LLC


PALL MALL LEASING CO, LLC


WASHINGTON (MD) LEASING CO, LLC


MARYLAND NH ASSET, LLC












By:           /s/ Charles R. Stolz                                


Name:           Charles R. Stolz


Title:           CFO and Treasurer







SUBLESSEES:







BELMORE LEASING CO., LLC


WYANT LEASING CO., LLC


BRECKSVILLE LEASING CO., LLC


JARVIS LEASING CO., LLC


KOLBE LEASING CO., LLC


PEARL LEASING CO., LLC


PEARL II LEASING CO., LLC


PEARL III LEASING CO., LLC


MERIT LEASING CO., LLC


FALLING LEASING CO., LLC


FRONT LEASING CO., LLC


MIDLAND LEASING CO., LLC


GARDEN LEASING CO., LLC


SKYLINE (PA) LEASING CO., LLC


OLD LEASING CO., LLC


EMERY LEASING CO., LLC


AVIS LEASING CO., LLC


HERITAGE (OHIO) LEASING CO., LLC


GARDEN II LEASING CO., LLC


WATER LEASING CO., LLC


SOUTH II LEASING CO., LLC


SOUTH I LEASING CO., LLC


SOUTH III LEASING CO., LLC


FAIRCHILD (MD) LEASING CO., LLC


ROCKY RIVER LEASING CO., LLC


CLIME LEASING CO., LLC


ROYCE LEASING CO., LLC


EAST WATER LEASING CO., LLC












By:           /s/ Charles R. Stolz                                


Name:           Charles R. Stolz


Title:           CFO and Treasurer












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Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities















GUARANTORS:







RESIDENT CARE CONSULTING CO., LLC


HEALTH CARE FACILITY MANAGEMENT, LLC


OMG ASSET OWNERSHIP, LLC


OMG RE LEASING CO., LLC


OMG RE HOLDINGS, LLC












By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           CFO and Treasurer












                                                                   Ratification - Page  of 7









  





  











  



Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities















MANAGERS:







CARNEGIE (OHIO) MANAGEMENT CO., LLC


GARDEN MANAGEMENT CO., LLC


MIDLAND (OHIO) MANAGEMENT CO., LLC


SKYLINE (PA) MGMT CO, LLC


HERITAGE (OHIO) MGMT CO, LLC


AVIS (OHIO) MGMT CO, LLC


SUBURBAN (OHIO) MGMT CO, LLC


OLD MGMT CO, LLC


BELMORE MGT. CO., LLC


WYANT MGT. CO., LLC


BRECKSVILLE MGT CO., LLC


JARVIS MGT. CO., LLC


KOLBE MGT. CO., LLC


PEARL (OHIO) MGT. CO., LLC


PEARL II MGT. CO., LLC


PEARL III MGT. CO., LLC


MERIT (OHIO) MGT. CO., LLC


FALLING MGT. CO., LLC


FRONT MGT. CO., LLC


Each an Ohio limited liability company












By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           CFO and Treasurer







(Managers continued on next page)







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Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities




















MANAGERS (continued):







WATER MGMT. CO., LLC


SOUTH II MGMT. CO., LLC


SOUTH I MGMT. CO., LLC


SOUTH III MGMT. CO., LLC


FAIRCHILD MGMT. CO., LLC


ROCKY RIVER MGMT. CO., LLC


CLIME MGMT. CO., LLC


ROYCE MGMT. CO., LLC


EAST WATER MGMT. CO., LLC



	
  

	
BEL PRE MGMT. CO., LLC







RIDGE (MD) MGMT. CO., LLC


MARLBORO MGMT. CO., LLC


FAYETTE MGMT. CO., LLC


LIBERTY MGMT. CO., LLC


HOWARD MGMT. CO., LLC


PALL MALL MGMT. CO., LLC


WASHINGTON (MD) MGMT. CO., LLC


Each an Ohio limited liability company

















By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           CFO and Treasurer












                                                               Ratification - Page  of 7









  





  











  



Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities















CONSULTANTS:







CARNEGIE (OHIO) CONSULTING CO., LLC


GARDEN CONSULTING CO., LLC


MIDLAND CONSULTING CO., LLC


SKYLINE (PA) CONSULTING CO, LLC


HERITAGE (OHIO) CONSULTING CO, LLC


AVIS (OHIO) CONSULTING CO, LLC


SUBURBAN (OHIO) CONSULTING CO, LLC


OLD CONSULTING CO, LLC


BELMORE CONSULTING CO., LLC


WYANT CONSULTING CO., LLC


BRECKSVILLE CONSULTING CO., LLC


JARVIS CONSULTING CO., LLC


KOLBE CONSULTING CO., LLC


PEARL CONSULTING CO., LLC


PEARL II CONSULTING CO., LLC


PEARL III CONSULTING CO., LLC


MERIT CONSULTING CO., LLC


FALLING CONSULTING CO., LLC


FRONT CONSULTING CO., LLC


Each an Ohio limited liability company







By:           RESIDENT CARE CONSULTING, LLC, their sole member







By:           /s/ Charles R. Stoltz                                


Name:           Charles R. Stoltz


Title:           CFO and Treasurer












 







                                                                 Ratification - Page  of 7









  





  











  



Joinder to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities






























 



	
STATE OF OHIO

	
)


	  	
) SS


	
COUNTY OF HAMILTON

	
)












The foregoing instrument was acknowledged before me this 29th day of December, 2010, by Charles R. Stoltz, who is the CFO and Treasurer of each of the above listed companies, on behalf of such companies.


 



	  
	
Kathleen M. Portman, Notary Public


Hamilton                      County, Ohio                                


My Commission Expires: 3-28-2012












 







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Schedule 9.3 to


FIFTH AMENDMENT TO SECOND


CONSOLIDATED AMENDED AND RESTATED MASTER LEASE


Multiple Facilities















Improvements Schedule







Funds will be allocated per Facility as follows:








	
Facility

	
Address

	
City

	
ST

	 	
Allocation of $3.0M CAP-EX (1)

	 
	
Chardon Healthcare Center

	
620 Water Street

	
Chardon

	
OH

	 	 	75,000.00	 
	
Commons at Greenbriar (ALF)

	
8060 South Avenue

	
Boardman

	
OH

	 	 	10,000.00	 
	
Greenbriar Center (a/k/a Greenbriar North)

	
8064 South Avenue

	
Boardman

	
OH

	 	 	135,000.00	 
	
Greenbriar Rehabilitation Hospital

	
8064 South Avenue, Ste. One

	
Boardman

	
OH

	 	 	10,000.00	 
	
Kent Care Center

	
1290 Fairchild Avenue

	
Kent

	
OH

	 	 	80,000.00	 
	
Northwestern Center

	
570 North Rocky River Drive

	
Berea

	
OH

	 	 	125,000.00	 
	
Columbus Center

	
4301 Clime Road, North

	
Columbus

	
OH

	 	 	145,000.00	 
	
Golden Years Healthcare Center

	
(P.O. Box 1148) 2125 Royce Street

	
Portsmouth

	
OH

	 	 	45,000.00	 
	
Oak Grove Center

	
620 East Water Street

	
Deshler

	
OH

	 	 	-	 
	  	  	
 


Total

	  	 	$	625,000	 










Specific improvements, budgets, and plans must be approved prior to the commencement of any improvement.







 







                                                           Schedule 9.3 - Page  of 1