EXHIBIT 10.19
LEASE
THIS LEASE is made as of December 28, 1990 between HEALTH AND
REHABILITATION PROPERTIES TRUST (known in Wisconsin as "Health and
Rehabilitation Properties REIT"), a Maryland real estate investment Trust
("Landlord"), having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx and AMS PROPERTIES, INC. a Delaware corporation, ("Tenant") having
its principal office 000 Xxxx xxx Xxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000,
with reference to the following facts:
A. Landlord, Tenant, American Medical Services, Inc. ("AMS"), which
owns beneficially and of record all of the capital stock of Tenant, and AMS
Holding Co. ("AMSHC"), which owns beneficially and of record all of the capital
stock of AMS, and HostMasters, Inc., which owns beneficially and of record all
of the capital stock of AMSHC have entered into an Acquisition Agreement,
Agreement to Lease and Mortgage Loan Agreement dated as of even date herewith,
pursuant to which, among other things, Landlord agreed to acquire from AMS and
simultaneously to lease to Tenant certain parcels of real property and
improvements (the "Collective Leased Properties") each for use and operation as
a licensed nursing home.
B. The transaction contemplated in the foregoing recital provides that
each Collective Leased Property will be leased pursuant to a Lease which shall
incorporate a Master Lease Document dated as of December 28, 1990 between
Landlord and Tenant (as the same may be amended, modified or supplemented from
time to time, the "Master Lease").
C. The Leased Property identified in Paragraph 3 below (the "Leased
Property") is one of the Collective Leased Properties.
In consideration of the foregoing, the parties agree:
1. Purchase Price. The Purchase Price paid by Landlord to AMS for the
Leased Property was the sum of Four Million Five Hundred Three Thousand and
No/100 Dollars ($4,503,000).
2. Incorporation of Master Lease. The Master Lease is hereby
incorporated herein in its entirety as though each and every part thereof were
set forth in full herein.
3. Description of Leased Property. The Leased Property which Landlord
shall lease to Tenant and Tenant shall lease from Landlord, pursuant to the
terms hereof and the terms of the Master Lease, is that property located at the
following street address:
Cedars Health Care Center
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX
-2-
The Land referred to in the Master Lease is more particularly described
in Schedule A hereto.
4. Fixed Term. The Fixed Term of this Lease is ten (10) years,
commencing on December 28, 1990 (the "Commencement Date"), and ending on
December 28, 2000.
5. Extended Terms. Subject to the provisions of Section 2.4 of the
Master Lease, Tenant is hereby granted the right to renew the Lease for three
(3) 10-year consecutive optional renewal terms for a maximum tern if all such
options are exercised of thirty (30) years after the expiration of the Fixed
Term.
6. Rental The initial Minimum Rent payable during the Fixed Term
pursuant to Section 3.1.1(a) of the Master Lease is the annual sum of Five
Hundred Ninety Six Thousand Six Hundred Forty Eight and No/100 Dollars $596,648)
payable in equal monthly installments of Forty Nine Thousand Seven Hundred
Twenty and 67/100 Dollars ($49,720.67). The Minimum Rent for the Extended Terms
shall be at the rental provided for in Section 3.1.1(e) of the Master Lease.
During the Term, Minimum Rent shall be subject to adjustment as provided in
Sections 3.1.1(b) through 3.1.1(d) and 3.1.1(f) of the Master Lease. Landlord
will credit against installments of Minimum Rent the amounts determined in
accordance with Section 3.1.1(g) of the Master Lease. Tenant shall also pay
additional Rent pursuant to Section 3.1.2 of the Master Lease.
7. NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
LANDLORD, DATED OCTOBER 9, 1986, A COPY OF WHICH TOGETHER WITH ALL AMENDMENTS
THERETO (THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS
AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HEALTH AND
REHABILITATION PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEE, BUT NOT INDIVIDUALLY OR PERSONALLY. NO TRUSTEE,
OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF LANDLORD SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, LANDLORD. ALL PERSONS DEALING WITH LANDLORD IN ANY WAY SHALL LOOK ONLY
TO THE ASSETS OF LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.
IN WITNESS WHEREOF, the parties have executed this Lease by their duly
authorized officers as of the date first above written.
LANDLORD: HEALTH AND REHABILITATION
PROPERTIES TRUST, a Maryland
real estate investment trust
By: /s/
Name:
Title:
-3-
TENANT: AMS PROPERTIES, INC.
a Delaware corporation
By: /s/
Name:
Title:
Omitted Exhibits
The following exhibits to the Lease have been omitted:
Exhibit Letter Exhibit Title
A Description of Land
B Permitted Encumbrances
The registrant agrees to furnish supplementally a copy of the foregoing
omitted exhibits to the Securities and Exchange Commission upon request.
SCHEDULE TO EXHIBIT 10.19
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Leases, which are substantially identical in all material respects to the Lease
filed herewith, are omitted. The following list sets forth the material
differences in the leased premises, purchase price, annual rental and monthly
rent.
Annual Monthly
Leased Premises Purchase Price Rental Rent
--------------------------------------------------------------------------------------------------
Greentree Health Care Center $ 1,886,000.00 $ 249,895.00 $ 20,824.58
00 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX
Lancaster Convalescent Center $ 2,771,000.00 $ 367,158.00 $ 30,596.50
0000 Xxxx Xxxxxx "X"
Xxxxxxxxx, XX
Park Manor Health Care Center $ 4,003,000.00 $ 530,398.00 $ 44,199.83
0000 Xxxx Xxxx Xxxxx
Xxxxxxxxx XX
Virginia Health Care Center $ 3,964,000.00 $ 525,230.00 $ 43,769.17
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX
acific Gardens Health Care Center $ 3,733,000.00 $ 494,623.00 $ 41,218.58
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX
Tarzana Health Care Center $ 2,540,000.00 $ 336,550.00 $ 28,045.83
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX
Van Nuys Convalarium $ 1,232,000.00 $ 163,240.00 $ 13,603.33
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX
Thousand Oaks Convalarium $ 3,541,000.00 $ 469,183.00 $ 39,098.58
00 Xxxx Xxxxxxx xx xxx Xxxxxxxx
Xxxxxxxx Xxxx, XX
Flagship Health Care Center $ 3,272,000.00 $ 433,540.00 $ 36,128.33
000 Xxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX
Woodlawn Health Care Center $ 5,273,000.00 $ 698,673.00 $ 58,222.75
00000 X. Xxxxxxxxx Xx.
Xxxxxxxxxx, XX
Pine Manor $ 1,925,000.00 $ 255,063.00 $ 21,255.25
East Side of County Y Highway
Embarrass [Clintonville], WI
Sunny Hills Health Care Center $ 2,001,000.00 $ 265,133.00 $ 22,094.42
0000 Xxxxxx Xxxx
Xxxxxxx, XX
Cherrelyn Manor Nursing Home $ 5,889,000.00 $ 780,293.00 $ 65,024.42
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
