THIRD AMENDMENT TO MASTER LEASE
THIS THIRD AMENDMENT TO MASTER LEASE (the 'Amendment') is effective as of August 19, 2021 (the 'Effective Date'), by and between 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' and together with the Initial Lease and the First 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 twenty-six (26) 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 [***] or one of its affiliates, as purchaser ('Purchaser'), Landlord is selling the eight (8) Facilities listed on Exhibit B attached hereto (the 'Released Facilities') to Purchaser; and
D.Landlord and Tenant desire to amend the Lease to release the Released Facilities 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 Certain Facilities. As of the Effective Date, Landlord is conveying the Released Facilities to Purchaser (the 'Sale'), and upon the consummation of the Sale, the Released Facilities are hereby released from the Lease, and the Lease is terminated solely with respect to the Released Facilities from and after the Effective Date, except as to (i) any indemnities or other obligations of Landlord or Tenant with respect to the Released Facilities 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 Facilities 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 Facilities 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
[***] = Indicates confidential information omitted from the exhibit.

preceding sentence with respect to the Released Facilities. For the avoidance of doubt, this Section 1 affects only the Released Facilities and Landlord retains all claims under the Lease as to all Facilities under the Lease other than the Released Facilities. The definition of 'Facility or Facilities' in Section 1 of the Lease is hereby amended to exclude the Released Facilities 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 Facilities, 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 Facilities. The parties have agreed that Tenant shall not convey its right, title and interest in and to the Records with respect to the Released Facilities; 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 Facilities.
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 Facilities.
5.Acknowledgments. Landlord acknowledges that in connection with the Sale, Tenant and Purchaser have executed the settlement statement attached hereto as Exhibit C pursuant to which the net amount owed by Tenant to Purchaser is $69,011.00 and such amount has been paid by Tenant to Purchaser on the date hereof, provided that by making such acknowledgement Landlord is in no way verifying the accuracy or completeness of such settlement statement.
6.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.
7.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.
8.Defined Terms. Capitalized terms used in this Amendment and not defined herein, shall have the meaning as set forth in the Lease.
9.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.
[***] = Indicates confidential information omitted from the exhibit.

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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

[***] = Indicates confidential information omitted from the exhibit.

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

[***] = Indicates confidential information omitted from the exhibit.

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

[***] = Indicates confidential information omitted from the exhibit.

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

[***] = Indicates confidential information omitted from the exhibit.

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
Arbor Glen NH Arbor Glen LLC 5202 St. Joe Road Fort Wayne IN
46835
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
[***] = Indicates confidential information omitted from the exhibit.

Exhibit B

RELEASED FACILITIES

Facility Name Subtenant Address City
State
Zip
Hampshire NH Hampshire LP 3460 R Street Merced
CA
95348
Camelot NH Camelot LP 800 W Oakland Hemet
CA
92543
River's Edge NH River's Edge LLC 6206 Waters Avenue Savannah
GA
31406
Chateau De Boise NH Chateau De Boise LLC 7250 Poplar Street Boise
ID
83704
Nouveau Marc NH Nouveau Marc LLC 1101 Sunset Boulevard Kenner
LA
70065
Astor House at Springbrook Oak NH Astor House at Springbrook Oak LLC 3801 Hayes St. Newberg
OR
97132
Orchard Park NH Orchard Park LLC 620 North 34th Avenue Yakima
WA
98902
Garden Club NH Garden Club LLC 13350 SE 26th Street Bellevue WA
98005

[***] = Indicates confidential information omitted from the exhibit.


Exhibit C

SETTLEMENT STATEMENT

[***] = Indicates confidential information omitted from the exhibit.

Schedule 1.1

ALLOCATED FACILITY RENT

Community Monthly Rent Annual Rent
Apple Blossom AR000001--Holiday Apple Blossom $ 103,814.41 $ 1,245,772.92
Arbor Glen IN000006--Holiday Arbor Glen $ 43,702.75 $ 524,433.00
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 $ 2,195,849.50 $ 26,350,194.00

[***] = Indicates confidential information omitted from the exhibit.

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National Health Investors Inc. published this content on 25 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2021 07:00:11 UTC.