EXHIBIT 10.28
LEASE
THIS LEASE is made as of June 30, 1992 between HEALTH AND
REHABILITATION PROPERTIES TRUST, a Maryland real estate investment trust
("Landlord"), having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, and CGI HEALTH CARE CENTERS, INC., a Delaware corporation,
("Tenant"), having its principal office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxxxxx 00000, with reference to the following facts:
A. Landlord and Samaritan Senior Services of South Dakota, Inc., a
South Dakota corporation ("Samaritan"), have entered into an Acquisition
Agreement, dated as of May 29, 1992 (as the same may be amended, modified or
supplemented from time to time, the "Acquisition Agreement"), pursuant to which
Landlord has agreed to acquire from Samaritan and simultaneously to lease to
Tenant certain parcels of real property and improvements (together the
"Collective Leased Properties", individually, a "Leased Property") each for use
and operation as a licensed nursing home or other facility offering other
related health care products and services.
B. The transaction contemplated in the foregoing recital provides that
each Leased Property will be leased pursuant to a lease which shall incorporate
a Master Lease Document dated as of June 30, 1992 between Landlord and Tenant
(as the same may be amended, modified or supplemented from time to time, the
"Master Lease Document"). This Lease is a Lease referred to in the Master Lease
Document.
In consideration of the foregoing, the parties agree:
1. Incorporation of Master Lease Document. The Master Lease Document is
hereby incorporated herein in its entirety as though each and every part thereof
were set forth in full herein.
2. Description of Leased Property. The Leased Property demised pursuant
to Article 2 of the Master Lease Document is that property located at the
following street address:
15th & Michigan 0000 Xxxxxxx XX
Xxxxx, XX 00000 Xxxxx, XX 00000
The Land referred to in the Master Lease Document is more particularly
described in Schedule A hereto.
3. Purchase Price. Landlord purchased the Leased Property from
Samaritan for the sum of Four Million Two Hundred Eighty Four Thousand Dollars
($4,284,000.00) (the "Purchase Price").
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4. Fixed Term. The Fixed Term of this Lease is fourteen (14) years,
commencing on July 1, 1992 (the "Commencement Date,") and ending on June 30,
2006.
5. Extended Term. Subject to the provisions of Section 2.4 of the
Master Lease Document, Tenant is hereby granted the right to renew the Lease for
two consecutive optional renewal terms ("Extended Term(s)") as follows: (i) the
"First Extended Term" is for ten (10) years and six (6) months, ending on
December 31, 2016, and (ii) the "Second Extended Term" is for ten (10) years and
six (6) months, ending on June 30, 2027.
6. Rental. The initial Minimum Rent payable pursuant to Section
3.1.1(a) of the Master Lease Document during years (i) one and two of the Fixed
Term is the annual sum of Four Hundred Ninety Two Thousand Six Hundred Sixty
Dollars ($492,660.00) payable in equal monthly installments of Forty One
Thousand Fifty Five Dollars ($41,055.00), (ii) three through five of the Fixed
Term is the annual sum of Five Hundred Fourteen Thousand Eighty Dollars
($514,080.00) payable in equal monthly installments of Forty Two Thousand Eight
Hundred Forty Dollars ($42,840.00), and (iii) thereafter, at the rental provide
for in Section 3.1.1(c) of the Master Lease Document. The Minimum Rent for the
Extended Terms shall be at the rental provided for in Section 3.1.1(b) of the
Master Lease Document. During the Term, Minimum Rent shall be subject to
adjustment as provided in Section 3.1.1(c) of the Master Lease Document.
Landlord will credit against installments of Minimum Rent the amounts determined
in accordance with Section 3.1.1(d) of the Master Lease Document. Tenant shall
also pay Additional Rent pursuant to Section 3.1.2 of the Master Lease Document.
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 TRUSTEES, 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.
[Intentionally left blank.]
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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/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Its: Treasurer
TENANT:
CGI HEALTH CARE CENTERS, INC.
By:/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Its: Executive Vice President
Property address: 15th & Xxxxxxxx
Xxxxx, XX 00000
and
0000 Xxxxxxx XX
Xxxxx, XX 00000
Signature page for Lease
dated as of June 30, 1992
SCHEDULE A
Description of Land
[Legal description]
Omitted Exhibit
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The following exhibit to the Lease has been omitted:
Exhibit Letter Exhibit Title
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A Description of Land
The registrant agrees to furnish supplementally a copy of the foregoing
omitted exhibit to the Securities and Exchange Commission upon request.
SCHEDULE TO EXHIBIT 10.28
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 and annual rent.
Annual Annual
Rent for Years 1 Rent for Years 3
Leased Premises Purchase Price and 2 through 5
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537 X. Xxxxxx $ 3,146,268.66 $361,820.90 $377,552.24
Xxxxxxxx, XX 00000
3600 X. Xxxxxx $ 332,970.15 $382,946.57 $399,596.42
Xxxxx Xxxxx, XX 00000
