exv10w2






Exhibit 10.2




SECOND AMENDMENT TO MASTER LEASE




     This Second Amendment to Master Lease (this “Amendment”) is executed and delivered
effective as of March 2, 2010 by and between OHI ASSET (FL), LLC, a Delaware limited liability
company (“Lessor”), and SENIOR CARE FLORIDA LEASING, LLC, a Delaware limited liability
company (“Lessee”).



RECITALS:




     A. Lessee has executed and delivered to EMERALD-CEDAR-HILLS, INC., a Florida Corporation;
EMERALD-GOLFVIEW, INC. a Florida corporation; EMERALD-GOLFCREST, INC., a Florida corporation;
EMERALD-SOUTHERN PINES, INC., a Florida corporation (the “Emerald Entities”), a Master Lease
Agreement dated as of April 1, 2003, as amended by a First Amendment to Master Lease Agreement
dated as of December 31, 2005 (collectively, the “Existing Master Lease”) pursuant to
which Lessee leases four (4) healthcare facilities located in Florida.



     B. Pursuant to a Deed in Lieu of Foreclosure Agreement dated as of February 1, 2010, and an
Assignment of Lease also dated as of February 1, 2010, title to the Facilities has been conveyed to
Lessor and the Existing Master Lease has been assigned to Lessor.



     C. Lessor and Lessee desire to extend the term of the Existing Master Lease until the earlier
of (i) August 31, 2010 or (ii) the date a new tenant is prepared and authorized to take over
operations, all as set forth in this Amendment.



     NOW THEREFORE, 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 Master Lease. From and after the date of this Amendment, each reference in the
Existing Master Lease or the other Transaction Documents to the “Lease” or “Master Lease” means, as
applicable, the Existing Master Lease as modified by this Amendment.




          (b) The following definitions defined in Section 1(b) of the First Amendment are hereby
amended in their entirety and restated as follows:





     “Base Rent: (i) From the Commencement Date through December 31, 2005, the base
rent shall be calculated on the basis of One Million Four Hundred Ninety Eight Thousand and
No/100 Dollars ($1,498,000.00) per annum, payable in equal monthly installments of One
Hundred Twenty-Four Thousand Eight Hundred Thirty-Three and 34/100 Dollars ($124,833.34)
each. Base Rent for any partial Lease Year shall be prorated based on the number of days
elapsed in such Lease Year.




     (ii) For each year Lease Year commencing January 1, 2006 and continuing through
February 28, 2010, Base Rent shall be the lesser of (A) $1,498,000.00 increased by a
percentage equal to two (2) times the percentage increase in the CPI (If positive)



 









 







from January 1, 2005 to January 1, 2006 and the first day of each succeeding Lease
Year, as applicable and (8) the following amounts for each calendar year.



	 	 	 	 	 
	Lease Year	 	Base Rent
	2006
	 	$	1,542,940	 
	2007
	 	$	1,589,228	 
	2008
	 	$	1,636,905	 
	2009
	 	$	1,686,012	 
	2010
	 	$	1,736,592	 







Under no circumstances will the Base Rent decrease. Base Rent for any partial Lease Year
shall be pro-rated based on the number of days elapsed in such Lease Year. Base Rent shall
continue to be paid in equal monthly installments.




     (iii) For the period from and after March 1, 2010 thru the Term Expiration Date, the
monthly sum of One Hundred Forty Four Thousand Seven Hundred Sixteen Dollars ($144,716).




     “Term Expiration Date” means the earlier of (i) August 31, 2010, or (ii) the
date a new tenant identified and approved by Lessor is prepared and authorized to take over
operators as to all Facilities.



     2. Article 8, Maintenance. Article 8 of the Existing Master Lease is hereby amended
by adding thereto the following new Section 8.5:




     8.5 Maintenance and Repair During Extended Term. Lessee acknowledges and
agrees that Lessee is obligated to maintain and repair the Facilities pursuant to the terms
of the Existing Master Lease up thru and including February 28, 2010, at which time, but for
this amendment, Lessee would be obligated to surrender the Facilities to Lessor in the
condition required under Section 8.2 of the Existing Lease. Notwithstanding anything to the
contrary contained in this Lease, but subject to the maintenance and repair obligations of
Lessee under the Existing Master Lease thru and including February 28, 2010, from and after
March 1, 2010, Lessee shall have no further responsibility for (i) the cost of any repair or
replacement of the roof, foundation, ceiling, floors, walls and other structural items of
the Leased Properties, (ii) the cost of repairing or replacing any HVAC, electrical,
sprinkler and fire suppression, plumbing and other mechanical components or utility
connections, pipes and mains at the Facilities, (iii) the cost of repairing or replacing any
drives, sidewalks or parking areas, or (iv) the cost of installing or replacing any
improvements or components at the Facilities to meet physical plant requirements for any
federal, state or local permits, licenses and certifications necessary or required for the
operation of the Facility for its Primary Intended Use, provided in each case that such
repairs or replacements are not attributable, in whole or in material part, to the failure
of Lessee to perform its maintenance and repair obligations under the Existing Master Lease
thru and February 28, 2010 as if the Lease expired as of such date. If any of the foregoing
repairs or replacements are required to be performed by any federal, state or local
governmental entity and if a Facility will no longer be permitted under applicable law to
operate for its Primary Intended Use unless such repair



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or replacement is performed (a “Required Repair”), then, unless the need for
such repair or replacement is attributable to the acts or omissions of Lessee, in which case
Lessee shall complete such Required Repair at its own cost and expense, Lessee shall
promptly notify Lessor of such Required Repair. If Lessor elects in writing not to perform
such Required Repair, then Lessee may elect within thirty (30) days of such determination to
terminate this Lease. If Lessor elects to perform such Required Repair, then Lessor shall
promptly undertake and diligently pursue the Required Repair, at its cost and expense.
Without limiting the generality of the foregoing, Lessor acknowledges that Lessee has
received approval from the Florida Agency of Healthcare Administration of plans for the
improvement and extension of the fire sprinkler system at the Cedar Hills Healthcare Center
that must be completed by December 31, 2010, in order for the system to be an approved fire
sprinkler system as required by applicable law. Lessor agrees that Lessee shall not be
responsible for commencing or performing, or the cost and expense of, the work necessary to
complete such improvement and extension of the fire sprinkler system at the Cedar Hills
Healthcare Center.



     3. Section 22.1; Address for Notice. Section 22.1 of the Existing Master Lease is
hereby amended and restated in its entirety as follows:




     22.1 Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted to be made or given hereunder shall be in writing and
(i) personally delivered or (ii) sent by facsimile transmission or by certified or
registered mail (postage prepaid), return receipt requested, or by a recognized national
courier service, addressed to the respective parties as follows:


if to the Lessee:



Senior Care Florida Leasing, LLC

c/o Advocat Inc.

1621 Galleria Boulevard

Brentwood, Tennessee 37027

Attention: Chief Financial Officer

Telefax No.: (615) 771-7409



with a copy to:



Harwell Howard Hyne Gabbert & Manner, P.C.

315 Deaderick Street, Suite 1800

Nashville, Tennessee 37238

Attention: J. Mark Manner

Telefax No.: (615) 251-1057





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if to the Lessor:



c/o Omega Healthcare Investors, Inc.

200 International Circle, Suite 3500

Hunt Valley, MD 21030

ATTN: Daniel J. Booth

Fax No.: (410) 427-8800



with a copy to:



Doran Derwent PLLC

125 Ottawa Ave., NW, Suite 420

Grand Rapids, MI 49503

ATTN: Mark E. Derwent

Telephone No.: (616) 451-8690

Fax No.: (616) 451-8697





or to such other address as any party may hereafter designate in writing to the other party.
Notice shall be deemed effectively delivered when personally delivered, when actually
received by facsimile transmission or overnight courier if such facsimile transmission or
delivery is made on a Business Day, or if not, on the first Business Day after delivery or
facsimile transmission, or four (4) Business Days after being deposited in the United States
mail, with postage prepaid, by certified or registered mail, return receipt requested. If
the postal service is interrupted or is substantially delayed, any Notice must be given by
personal delivery, courier service or facsimile transmission.



     4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to
Lessor that (i) it has the right and power and is duly authorized to enter into this Amendment; and
(ii) the execution of this Amendment does not and will not constitute a breach of any provision
contained in any agreement or instrument to which Lessee is or may become a party or by which
Lessee is or may be bound or affected.



     5. 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.



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



     7. Enforceability. Except as expressly and specifically set forth herein, the
Existing Master Lease remains unmodified and in full force and effect. In the event of any
discrepancy between the Existing Master Lease and this Amendment, the terms and conditions of this
Amendment will control and the Existing Master Lease is deemed amended to conform hereto.



     8. Intercreditor Agreement. The Emerald Entities, Lessee, Omega Healthcare Investors,
Inc., a Maryland corporation (“Omega”), and LaSalle Bank National Association
(“LaSalle”) entered into a certain Florida Subordination and Intercreditor Agreement dated
as of



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August 10, 2007 in order to acknowledge the relative priorities of the security interests of
LaSalle and the Landlord (as defined therein) in certain Shared Collateral (defined therein), and
to provide for certain rights and obligations with respect thereto (the “Intercreditor Agreement”).
Lessor hereby acknowledges that it has taken title to the Facilities as the nominee of Omega, is a
“Landlord” under the Intercreditor Agreement, is therefore subject to and bound by all of the
terms, conditions, agreements and provisions of the Intercreditor Agreement.




[SIGNATURE PAGES AND ACKNOWLEDGEMENTS FOLLOW]









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Signature Page to

SECOND AMENDMENT TO MASTER LEASE




	 	 	 	 	 
	 	LESSEE:




SENIOR CARE FLORIDA LEASING, LLC

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	 	Name:  	Glynn Riddle 	 
	 	 	Title:  	EVP and CFO 	 
	 



	 	 	 	 	 	 	 

	STATE OF TENNESSEE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 	 	 





This
instrument was acknowledged before me on the ______ day of March, 2010, by Glynn Riddle, the
EVP & CFO of Senior Care Florida Leasing, LLC, a Delaware limited liability company, on behalf of
said company.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Tenn. County, Williamson 	 
	 	My commission
expires: 
	 
	 



Signature Page 1 of 3






 









 








Signature Page to

SECOND AMENDMENT TO MASTER LEASE




	 	 	 	 	 
	 	LESSOR:



OHI ASSET II (FL), LLC

 	 
	 	By:  	/s/ Daniel J. Booth
 	 
	 	 	Name:  	Daniel J. Booth 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



	 	 	 	 	 	 	 

	STATE OF MARYLAND

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF BALTIMORE

	 	 	)	 	 	 





This
instrument was acknowledged before me on the ______ day of March, 2010, by Daniel J. Booth, the
COO of OHI ASSET II (FL), LLC, a Delaware limited liability company, on behalf of said company.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Baltimore County, MD 	 
	 	My commission expires: 
	 
	 



Signature Page 2 of 3






 









 








Signature Page to

SECOND AMENDMENT TO MASTER LEASE



Acknowledgement and consent of Mortgagor:




	 	 	 	 	 
	 	OMEGA HEALTHCARE INVESTORS, INC.

 	 
	 	By:  	/s/ Daniel J. Booth
 	 
	 	 	Name:  	Daniel J. Booth 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



	 	 	 	 	 	 	 

	STATE OF MARYLAND

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF BALTIMORE

	 	 	)	 	 	 





This
instrument was acknowledged before me on the ______ day of March, 2010, by Daniel J. Booth, the
COO of Omega Healthcare Investors, Inc., a Maryland corporation, on behalf of said corporation.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Baltimore County, MD 	 
	 	My commission expires: 
	 
	 



Signature Page 3 of 3









 









 








Acknowledgment to

SECOND AMENDMENT TO MASTER LEASE





     The undersigned hereby consent to the transactions contemplated by this Second Amendment to
Master Lease (the “Second Amendment”), 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 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
Second Amendment.



	 	 	 	 	 
	 	ADVOCAT, INC. a Delaware corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	 	Name:  	Glynn Riddle 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 	 	 

	STATE OF TENNESSEE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 	 	 





The
foregoing instrument was acknowledged before me this ______ day of March, 2010, by Glynn Riddle,
who is EVP & CFO of ADVOCAT, INC. a Delaware corporation, on behalf of the corporation, who
acknowledged the same to be his or her free act and deed and the free act and deed of the
corporation.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Tenn. County,  Williamson 	 
	 	My Commission Expires: 
	 
	 



Acknowledgement — Page 1 of 3






 









 








Acknowledgement to

SECOND AMENDMENT TO MASTER LEASE




	 	 	 	 	 
	 	DIVERSICARE MANAGEMENT SERVICES CO.,

a Tennessee corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	 	Name:  	Glynn Riddle 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 	 	 

	STATE OF TENNESSEE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 	 	 





The
foregoing instrument was acknowledged before me this ______ day of March, 2010, by Glynn Riddle,
who is EVP & CFO of DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, on behalf of the
corporation, who acknowledged the same to be his or her free act and deed and the free act and deed
of the corporation.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Tenn. County,  Williamson 	 
	 	My Commission Expires: 
	 
	 



Signature Page 2 of 3







 









 








Acknowledgement to

SECOND AMENDMENT TO MASTER LEASE




	 	 	 	 	 
	 	ADVOCAT FINANCE INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Glynn Riddle
 	 
	 	 	Name:  	Glynn Riddle 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 	 	 

	STATE OF TENNESSEE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF WILLIAMSON

	 	 	)	 	 	 





The
foregoing instrument was acknowledged before me this ______ day of March, 2010, by Glynn Riddle,
who is EVP & CFO of ADVOCAT FINANCE INC., a Delaware corporation, on behalf of the corporation, who
acknowledged the same to be his or her free act and deed and the free act and deed of the
corporation.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, Tenn. County,  Williamson 	 
	 	My Commission Expires: 
	 
	 



Signature Page 3 of 3