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EXHIBIT 10.8
SECOND LEASE AMENDMENT
BY AND BETWEEN
NOBLE HOUSE OF XXXXX, INC.
AND
XXXXX MANAGEMENT, INC.
DATED: THE 1ST DAY OF JULY, 1997
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SECOND LEASE AMENDMENT
STATE OF MISSOURI
COUNTY OF PULASKI
This Second Lease Amendment is made and entered into as of this first
day of July, 1997, by and between Noble House of Xxxxx, Inc., a Missouri
corporation (the "Landlord") and at Xxxxx Management, Inc., a Missouri
corporation (the "Tenant"):
W I T N E S S E T H:
WHEREAS, Landlord, formerly known as Xxxxx CareCentre, Inc., and Xxxxx
Oaks Health Center, Inc. ("DOHC") entered into a lease agreement dated January
25, 1990 ("Original Lease") whereby Landlord leased to DOHC a sixty (60) bed
nursing home located in Xxxxx, Pulaski County, Missouri (the "Facility");
WHEREAS, on October 1,1990, Landlord and DOHC entered into an
agreement "Amendment to Lease and Assignment" (the "First Amendment") whereby
Landlord consented to the assignment of DOHC's rights under the Original Lease
to Tenant;
WHEREAS, for the purposes of the Second Lease Amendment, the Original
Lease and First Amendment are collectively referred to in this document as the
"Lease" and the terms and provisions of the said Original Lease and First
Amendment are hereby incorporated herein by reference as if set out word for
word unless specifically amended; including all terms as defined or identified
in the Original Lease.
WHEREAS, Landlord and Tenant desire to amend the Lease to change the
formula for the calculation of rent to be paid by Tenant during the remaining
term of the Lease and to amend other sections to the Lease;
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WHEREAS, the State of Missouri has enacted legislation which allows a
six (6) skilled nursing bed expansion of the Facility. Tenant, in the exercise
of its sole discretion, may desire to add an addition onto the Facility which
shall contain approximately 5,502 square feet (5,175 square feet to the main
building and 327 square feet to the detached storage building) (hereinafter
"Phase II"). Phase II shall contain, among other items, the area for six (6)
additional, licensable skilled nursing beds. Phase II is shown on Exhibit One,
attached hereto, consisting of a site and floor plan prepared by Xxxx Xxxxxxxx,
Architect (hereinafter "Architect") dated 1-8-97, labeled "Preliminary";
WHEREAS, Landlord has made application to the State of Missouri for
the six (6) additional skilled nursing facility beds (hereinafter the "CON")
and has received its approval. The CON, if utilized, would raise the number of
skilled nursing beds for the facility from sixty (60) to sixty-six (66);
WHEREAS, Tenant, in the exercise of its sole discretion, shall have
until the 1st day of September, 1997 to request Landlord to add Phase II. If
Tenant requests Landlord to proceed with the addition of Phase II, then
Landlord shall hire Architect to prepare "plans and specifications" necessary
for the Phase II addition. Upon Landlord's completion and the receipt of the
necessary building permits and any other required approvals, including any
governmental or regulatory approvals, Landlord shall construct Phase II at its
sole cost and expense. The exterior elevations and the interior finishes of
Phase II shall be similar to the existing Facility. The design and construction
of the Facility shall be under the direction of Landlord and shall be
constructed by Xxxxxxx Construction Company or a general contractor of
Landlord's choosing.
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Landlord shall provide all furniture, fixtures, and equipment
(hereinafter "FFE") to equip Phase II. The listing of FFE is to be attached
hereto as Exhibit Two, which listing shall be completed by the parties
following the Effective Date, defined below. Landlord shall not provide soft
goods such as sheets, pillows, bedspreads, pots, pans, cutlery, etc. The Tenant
shall provide all soft goods necessary for the operation of the Facility;
AND WHEREAS, provided Tenant has elected to add Phase II, Landlord and
Tenant shall cooperate with each other to secure any necessary approvals from
the State of Missouri necessary to utilize the CON for Phase II.
NOW, THEREFORE, in consideration of the promises contained herein and
other good and valuable consideration exchanged between the parties, the
receipt, sufficiency and adequacy of which are hereby acknowledged, Landlord
and Tenant hereby agree to amend the Lease as follows, said amendment to be
effective as of the 1st day of July, 1997:
1. Section 1. Term., as set forth in the Lease is deleted in its
entirety and replaced with the following:
1. Term. The term of this Lease shall be seventeen (17) years and shall
commence on the first (1st) day of February, 1990 (herein called the
"Commencement Date"), and shall end on the thirty-first (31st) day
of January, 2007, unless sooner terminated as herein provided.
2. Section 2. Rent is amended by inserting the following statement
immediately before the letter (a):
BEGINNING FEBRUARY 1,1990 AND CONTINUING THROUGH NOVEMBER 30, 1997.
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3. Section 2. Rent is amended by adding the following after the last
sentence in paragraph (d):
BEGINNING DECEMBER 1,1997 AND CONTINUING THROUGH THE END OF THE LEASE
TERM:
a. Beginning with the ninety-fifth (95th) month of the lease term
the rental shall be the greater of the following:
(i) The base rent of $264,000.00 per annum payable at
the rate of $22,000.00 per month, or
(ii) Eighteen percent (18%) of the previous year's gross
revenue.
(iii) The base rent increases or decreases due to
fluctuations in the gross revenue as described in
(ii) above but said rent shall not decrease below
the below the base rent of $264,000.00 per annum
payable at the rate of $22,000.00 per month.
b. The formula to be used for calculating gross revenue and
adjusting the Rent ten (10) days prior to the Anniversary
Date of the Lease as required under subparagraph a.(ii) above
shall be determined in the following manner. This formula
will be the means used to calculate the gross revenue subject
to the rental rate multiplier. A copy of the most recent
Financial and Statistical Report for Nursing Facilities,
Title XIX Cost Report (the "Medicaid Cost Reports") for the
Facility shall be provided to the Landlord and shall be
considered to be an attachment to the Rental Calculation
Worksheet which is attached and labeled Exhibit Five.
Landlord and Tenant agree that in the event the filing due
date for the said Medicaid Cost Report is more than twelve
(12) months before any Lease Anniversary Date, the parties
agree that the Anniversary Date shall
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be adjusted such that the said Anniversary Date shall be on
the first day of the next succeeding month in which the
Medicaid Cost Report is required to be filed. The failure to
provide a current Medicaid cost Report (or acceptable
substitute as set forth below) to Landlord in a timely manner
shall be an event of default under this lease.
In the event the Medicaid Cost Report is no longer
required to be filed or the filing of the said Medicaid Cost
Report requirement is eliminated, Landlord and Tenant agree
to retain the services of an accounting firm experienced in
skilled nursing facility financial planning, consultation,
and filings with the State of Missouri and other regulatory
agencies, and who is experienced in dealing with the
Financial and Statistical Report for Nursing Facilities,
title XIX Cost Report, who shall determine the application of
the rent formula after such change or elimination. Tenant
shall bear all reasonable expenses associated with this
determination.
"Gross revenues" as stated herein shall be
calculated using the Financial and Statistical Report for
Nursing Facilities, Title XIX Cost Report as follows:
(1) Total Net Revenues (*line 45 schedule A,
column 1)
(2) Less (-) direct cost of Ancillary Services
(*line 71 through 82 plus line 84 plus the
portion of lines 97 through 99 attributable
to therapy salaries only, schedule B,
column 1)
(3) Less (-) "N.F.A.C." (Nursing Facility
Reimbursement Allowance) (*line 156, column
1)
(4) equal (=) Gross Revenues
*or equivalent line(s) found on subsequent form(s).
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Tenant shall retain the services of an accounting firm
experienced in skilled nursing facility financial planning,
consultation, and filings with the State of Missouri and other
regulatory agencies necessary to insure compliance with existing laws
and regulations.
Tenant shall furnish to Landlord certain information as
Landlord may reasonably require during the term of this Lease. This
information shall include the following:
i. Facility census shall be provided to Landlord on the first
(1st) business day of each month between the hours of 8:00
a.m. to 5:00 p.m. This information may be furnished by
telephone or facsimile.
ii. Quarterly financial statements on Facility are to be provided
within 30 days of period ending date.
iii. Annual financial statements on Facility and Balanced Care
Corporation; a Delaware corporation and parent corporation of
Tenant ("BCC") and Medicare and Medicaid cost reports are to
be provided to Landlord within thirty (30) days of the date
prepared or filed with respect to Medicaid cost reports.
Landlord shall be furnished copies of all revisions and
adjustments to these cost reports.
iv. Other financial information Landlord or Landlord's lender may
reasonably require.
v. A copy of the initial license and/or any subsequently issued
license(s) shall be provided to Landlord within fifteen (15)
days of receipt by Tenant.
Tenant shall make rent payments and any other payment due
unto Landlord via electronic transfer of funds to an account
designated by Landlord. If Landlord does not receive from Tenant any
monthly rental payment within five (5) days after such payment is due,
Landlord, at its option, may charge Tenant a late charge and handling
fee equal to five percent (5%) of the monthly rental payment, which
shall be deemed additional rent, and such late charge and handling fee
shall be due and payable by Tenant to Landlord upon notice to Tenant.
If Landlord does not receive from Tenant any monthly rental payment
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within fifteen (15) days after such payment is due, Landlord, at its
option, may declare Tenant in default.
4. Insurance, as set forth in section 4, of the Lease and Liability
Insurance, as set forth in Section 14, is deleted in its entirety and
replaced with the following: 4. Insurance. Tenant covenants and agrees
that it shall, at its own cost, at all times during the term of this
Lease, procure and maintain certain insurance for benefit of Landlord,
Tenant, Mortgagee(s) of Landlord, and other persons having an
insurable interest in the Facility AS THEIR INTERESTS MAY APPEAR. All
insurance provided by Tenant shall be with such insurance company or
companies listed in the A.M. Best Rating System as an A or A + company
with a financial strength rating of between 10 and 15. Conditions,
Terms and Forms of such insurance required by this Lease Agreement are
as follows:
a. Property Coverage
i. Property to be Insured: All Improvements, i.e.
buildings, canopies, paving, walkways, driveways or
structures of any kind upon said leased premises,
and all fixtures and personal property installed
and/or supplied by Landlord and located on such
leased premises. Loss of rents coverage, payable
unto Landlord, for said leased premises damaged such
that the Facility cannot be occupied shall be
provided in an amount equal to, at least, one year's
lease payments.
ii. Perils of Risk to Property to be Insured: All risk
of direct physical damage to all forms of properties
heretofore mentioned. Certain
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common exclusions such as theft, flood and earthquake
coverage must be provided by endorsement to the
primary policy and/or by separate difference in
conditions insurance policy(ies).
iii. Property Insurance Deductibles: Deductibles under
above mentioned Insurance shall be no more than
$5,000 per each and every loss or as agreed in
writing by Landlord, mortgagees, and other persons
with insurable interests with exception of flood and
earthquake which may have deductibles of no greater
than $25,000 per loss.
iv. Valuation of Property Insurance: Coverage must be
provided on a replacement cost and agreed value
valuation. Replacement cost shall be defined as the
cost to repair or replace damaged items with like
kind and quality without deduction for depreciation.
Agreed value means that the insurance company agrees
that the value purchased is adequate and waives
coinsurance requirements.
v. Limits of Property Insurance:
Full replacement cost and/or as agreed - all
perils
b. Liability
i. Commercial General Liability:
(1) Limits of Liability:
(a) $2,000,000 General Aggregate -
Bodily Injury & Property Damage
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(b) $1,000,000 Each Occurrence - Bodily
Injury & Property Damage
(c) $1,000,000 Products/Completed
operations
(d) $1,000,000 Personal and Advertising
injury
(e) $500,000 Fire Damage Limit
(f) $10,000 Medical Expense
(2) Coverage:
(a) Premises/Operations
(b) Products/Completed Operations
(c) Independent Contractors
(d) Contractual Liability
(e) Broad Form Property Damage
(f) Host Liquor Liability
(3) Deductibles:
(a) Maximum of $5,000 Each Occurrence
ii. Professional/Malpractice Liability:
(1) Limits of Liability:
(a) $1,000,000 Each Medical Incident
(b) $2,000,000 Annual Aggregate
(2) Coverage:
(a) Includes or is silent on Punitive
Damages
(b) Includes Physical Abuse, Sexual
Assault and Abuse
(3) Deductibles:
(a) Maximum of $5,000 each occurrence
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iii. Automobile Liability
(1) Limits of Liability
(a) $1,000,000 each occurrence Bodily
Injury & Property Damage
(2) Deductibles (BI/PD)
(a) Maximum of $5,000 each occurrence
iv. Rent Loss
(1) Limits of Liability: Proceeds payable unto
Landlord. The amount of rent due under this
Lease Agreement for a period of up to one
year because of business interruption.
(2) Deductibles: None
v. Excess Liability
(1) Limit of Liability
(a) $2,000,000 each occurrence.
(2) Deductibles: None
c. Workers Compensation & Employers Liability
i. Limits of Liability
(1) Section A: Statutory Limits
(2) Section B: $100,000 Each Accident
$500,000 Disease - Policy Limit
$100,000 Each Employee
d. Terms and Conditions
i. Insurance provided under Sections a & b must name
Landlord (and the property owner if different from
Landlord) as a "Named Insured As Its Interest May
Appear." However, Landlord is in no way obligated to
make premiums for such coverages in Sections a & b
or any other coverage section. Insurance provided
under Section c must reflect that Landlord is a
Certificate Holder. Said coverage in Section c must
contain a Waiver of Subrogation Clause in favor of
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Section c must contain a Waiver of Subrogation Clause
in favor of Landlord. Notice of material change or
cancellation must be provided in writing to Landlord
at least thirty (30) days prior to any such action or
change taking place. Cancellation provisions of the
certificates of insurance shall not contain any such
wording as "endeavor to". and "but failure to mail
such notice shall impose no obligation or liability
of any kind upon the company, its agents or
representatives".
ii. Coverage afforded under the terms of such policy or
policies may be increased from time to time during
the term, as Landlord may, in its reasonable
discretion, require.
iii. All insurance provided shall be effective under
valid and enforceable policies issued by insurers
authorized to do business in the State of Missouri
and which meet the standards set forth in this
section. Upon execution of this Lease and thereafter
not less than thirty (30) days prior to the
expiration dates of the expiring policies furnished
pursuant to this paragraph or any other paragraph of
this Lease, an original of the certificates of
insurance relating thereto shall be delivered by
Tenant to Landlord.
iv. Tenant may provide any insurance required by this
Lease Agreement in the form of a blanket policy,
provided that Tenant shall furnish satisfactory
proof of such blanket policy complies in all
respects with the provisions of this Lease, and that
the coverage thereunder is at least equal to the
coverage which would have been provided under
separate policy covering only the Leased Premises.
v. Landlord shall not be required to prosecute any
claim against or contest any settlement proposed by
any insurer provided that Tenant may, at its
expense, prosecute any such claim or contest any
such settlement. Landlord will join therein at
Tenant's written request only upon receipt by
Landlord of an indemnity from Tenant against all
costs, liabilities and expenses in connection with
such prosecution or contest.
vi. Insurance claims by reason of damage to or
destruction of any portion of the Leased Premises
shall be adjusted by Landlord. Any such proceeding
for adjustment shall be governed by the provisions
of this Lease, including, but not limited to the
provisions regarding fire or other casualty.
vii. If Tenant shall default in the obtaining or
maintaining of any insurance required thereunder,
Landlord shall have the right, but
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not the obligation, to take whatever action necessary
to pay all appropriate premiums to obtain or maintain
such insurance, in which events any amount paid for
premiums by Landlord shall be deemed additional rent
and shall be paid by Tenant to Landlord upon demand,
plus ten (10%) percent per annum interest from ten
(10) days after such demand until payment.
viii. Each policy provided for in this paragraph shall
contain an agreement that any loss otherwise payable
thereunder shall be payable notwithstanding any act
of negligence of Landlord or Tenant which might,
absent agreement, result in the forfeiture in all or
part of such insurance payment and notwithstanding
the following:
(1) The occupation of use of the Leased
Premises for purposes more hazardous than
permitted by the terms of such policy.
(2) Any foreclosure or other action or
proceeding taken pursuant to any provision
of any mortgage of any event of default
thereunder; or
(3) Any change in title or ownership of the
Leased Premises.
ix. All insurance policies in force at the expiration or
earlier termination of this Lease shall be canceled
and Tenant shall receive all premium refunds.
5. Section 33. Notices. of the Lease is deleted In its entirety and
replaced with the following:
33. Notices Each provision of this Lease, or of any applicable
governmental laws, ordinances, regulations, and other
requirements with reference to the sending, mailing or
delivery of any notice or with reference to the making of any
payment by Tenant to Landlord, shall be deemed to be complied
with if the following steps are taken:
e. All rent and other payments required to be made by
Tenant to Landlord shall be payable to Landlord by
electronic transfer of funds to a depository account
established by Landlord or at such
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other address as Landlord may specify from time to
time by written notice delivered in accordance
herewith.
f. Any notice or document required to be delivered
hereunder shall be deemed to be delivered, whether
actually received or not, when deposited in the
United States mail, postage prepaid, registered
mail, return receipt requested, or sent via
overnight courier service with next day delivery
guaranteed, addressed to the parties hereto at the
respective addresses set out opposite their names
below, or at such other address as they have
heretofore specified by written notice:
LANDLORD: Xxxxxxx X. Xxxxxxx, President
Noble House of Xxxxx, Inc.
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxx Xxxxx, Xxxxxxxx 00000
(000) 000-0000
(000) 000-0000 Fax
TENANT: Xxxx X. Xxxxxxxxx, President
Xxxxx Management, Inc.
c/o Balanced Care Corporation
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
(000) 000-0000
(000) 000-0000 Fax
6. Events of Default, as set forth in section 23., paragraph a., of the
Lease, is amended by adding a new subparagraph (viii) as follows:
(viii) Tenant is issued a notice of noncompliance pursuant to Section
198.026.3 RSMo or 198.029 RSMo and fails to cure the
noncompliance in accordance with the terms of the notice
issued by the Missouri
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Department of Social Services ("MDSS"), its license is revoked
pursuant to Section 198.036 RSMo and not reinstated by the
MDSS within thirty (30) days or such period as is prescribed
by MDSS, whichever is shorter, or an action is brought against
Tenant pursuant to Section 198.067 RSMo and the same is not
discharged or dismissed within thirty (30) days.
7. Lease Renewal Option, as set forth in section 47. of the Lease, is
deleted in its entirety and replaced with the following:
47. Lease Renewal Option. Tenant shall have the right, but not the
obligation; to extend the term of the Lease for two,
consecutive, five (5) year periods under the same terms and
conditions. Tenant shall give Landlord written notice of its
election to extend or not to extend on or before one hundred,
eighty (180) days prior to the expiration of the then current
Lease term.
8. A new Section 49 is added to the Lease as follows:
49. Waiver. Upon termination of the Lease, as amended, for any
reason, including default by the Tenant, the Medicaid
contract, the then current facility license, any additional
beds granted or to be granted by the State of Missouri to the
Facility shall revert back to Landlord as both owner, at the
sole discretion of Landlord, to the extent permitted by law.
Tenant, its predecessors in interest, and Tenant's successors
and assign do by this instrument forever waive any interest
in and relinquish any right to claim an interest in the
license for the Facility, including the Certificate of Need,
as well as for any licenses for subsequent beds issued,
added, or approved for the Facility and agree that the
Certificate of Need (including
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all subsequent additions thereto) is and shall remain the sole
property of Landlord, at its sole discretion.
9. Phase II. Tenant shall have the right, but not the obligation, to
elect for Landlord to proceed with the addition of Phase II. Tenant's
election to proceed with Phase II shall be made by giving Landlord
written notice thereof on or before the 1st day of September, 1997.
The failure of Tenant to give Landlord written notice on or before
September 1, 1997 shall be deemed an election by Tenant not to proceed
with Phase II. In the event Tenant elects for Landlord to proceed with
Phase II, then upon the Effective Date (as defined below), the
following changes (numbered 10-13 herein) to the Lease shall become
effective. In the event Tenant does not elect for Landlord to proceed
with Phase II, then Landlord shall be expressly prohibited from
proceeding with Phase II, and the changes (numbered 10-13 herein) to
the Lease shall automatically become null and void on or before the
earlier to occur of
i. the date of Tenant's notice (if any) to Landlord
expressing Tenant's election not to proceed with
Phase ll, or
ii. September 1,1997.
The failure of Landlord to comply with the provisions of this
Paragraph shall constitute an event of default by Landlord hereunder
and shall entitle Tenant to terminate the Lease and its obligations
and liabilities hereunder, including, without limitation, the payment
of rent.
10. The "Effective Date" for all of the following changes or additions to
the Lease shall be the earlier:
a. the day of initial licensure of the additional nursing home
beds added by Phase II, or
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b. thirty (30) days following Substantial Completion of
construction of Phase II as determined by the Architect.
Landlord and Tenant herein agree that the Effective Date is the ______
day of _____________,19__. INITIALS: LANDLORD _____ TENANT _____.
(THESE BLANKS SHALL BE COMPLETED BY THE PARTIES FOLLOWING THE
EFFECTIVE DATE AND SHALL BE DETERMINED BY 12 A. OR B. ABOVE. THE FIRST
INSTALLMENT OF INCREASED RENT SHALL BE DUE AND PAYABLE ON OR BEFORE
THE FIRST DAY OF THE FIRST MONTH IMMEDIATELY FOLLOWING THE EFFECTIVE
DATE AND SHALL INCLUDE PRO-RATA RENTAL FOR THE DAYS BETWEEN EFFECTIVE
DATE AND THE FIRST DAY OF THE IMMEDIATELY FOLLOWING MONTH. SUCH
INSTALLMENTS OF RENT SHALL BE PAID TO LANDLORD AT THE ADDRESS
SPECIFIED IN THIS LEASE AGREEMENT OR ELSEWHERE AS DESIGNATED FROM TIME
TO TIME BY WRITTEN NOTICE FROM LANDLORD TO TENANT.)
11. Section 1. Term., as set forth in the Lease is deleted in its entirety
and replaced with the following:
1. Term. The term of this Lease shall be twenty-seven (27) years
and shall commence on the first (1st) day of February, 1990
(herein called the "Commencement Date"), and shall end on the
thirty-first (31st) day of January, 2017, unless sooner
terminated as herein provided.
12. Section 3. Rent. BEGINNING DECEMBER 1, 1997 AND CONTINUING THROUGH THE
END OF THE LEASE TERM, as set forth in the Lease, is amended by adding
the following immediately after subparagraph a.(iii), for all rent
occurring on and after the Effective Date:
On and after the Effective Date of the Phase II addition and
for the remaining term of this Lease and any extensions
thereof, the rent paid by Tenant unto Landlord shall be the
greater of the following:
(i) The BASE ANNUAL RENT of $330,000.00 per
annum at the rate of $27,500.00 per month,
or
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(ii) Eighteen percent (18%) of the previous
year's gross revenue, payable at the rate
of 1/12 per month, or
(iii) The base rent increases or decreases due to
fluctuations in gross revenue as described
above, but the rent shall not decrease
below the BASE ANNUAL RENT of $330,000.00.
Changes to the plans, specifications, or equipment following
the commencement of construction of the phase II addition,
mutually agreed upon by the Landlord and Tenant shall
increase all of the lease rates shown above by the additional
cost of the change times a multiplier of .0154. The result
shall equal the amount added to the base monthly rental rate
shown herein. In lieu of an increase in rental, the Tenant
may elect to reimburse Landlord for the cost of the changes.
There shall be no decrease in the lease rate.
13. Section 6. Security Deposit is amended by inserting the following at
the end of the Section as follows: Tenant shall increase the existing
Security Deposit from Eighteen Thousand Seven Hundred Twenty Five
Dollars ($18,725.00) to the amount of Twenty-Seven Thousand Five
Hundred Dollars ($27,500.00) as outlined below commencing with the
first rent payment following the Effective Date. The Security Deposit
shall be increased at the rate of $1,000.00 per month and shall be
paid over the first nine (9) consecutive months following the
Effective Date as defined herein.
14. All terms and conditions of the Lease Agreement and First Amendment,
not specifically changed, amended, or modified by this Second Lease
Amendment shall remain in full force and effect as if set out word for
word in this Second Lease Amendment.
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THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE TO FOLLOW.
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IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this
Second Lease Amendment effective as of the day and date first above written.
LANDLORD:
NOBLE HOUSE OF XXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx, President
ATTEST:
/s/ Xxxxxxx X. Xxxxxxx XX
----------------------------------
Xxxxxxx X. Xxxxxxx XX, Secretary
(Seal)
TENANT:
XXXXX MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx, President
ATTEST:
/s/ Xxxxx Xxxxxx
----------------------------------
Xxxxx Xxxxxx, Secretary
(Seal)
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