AMENDED AND RESTATED FIRST AMENDMENT TO LEASE
This Amended and Restated First Amendment to Lease dated as of
March 15, 2000 by and between ODE, L.L.C., an Illinois limited
liability company, as Lessor ("ODE") and SIERRA TUCSON, L.L.C., a
Delaware limited liability company, as Lessee ("Sierra").
WHEREAS, ODE and Sierra made and entered into a First
Amendment to Lease dated May 31, 1998 with respect to certain
premises described therein (the "Premises");
WHEREAS, ODE and Sierra wish to clarify certain terms,
provisions and conditions of the First Amendment as hereinafter
stated with respect to, inter alia, the length of the term
hereof and the rent to be paid hereunder.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is
agreed as follows:
1. Section R-3 of the Lease is hereby deleted and the
following substituted in lieu thereof:
"R-3. Lessee is hereby granted the right, privilege and
option to renew this Lease by delivering written notice to
Lessor not less than twelve (12) months prior to the
expiration hereof for five (5) additional consecutive ten (10)
year terms or such shorter period or longer period as may be
remaining under and pursuant to that certain Commercial
Lease Long-term Lease No. 03-103445 with respect to the
Premises by and between the State of Arizona, as lessor, and
Lessee, as lessee."
2. The first grammatical paragraph of Section R-4(b)
shall be deleted and the following substituted in lieu thereof:
"R-4(b). Lessee shall pay Lessor rent for each Option Term
based upon an independent fair rental value appraisal of the
Premises (the "Fair Rental Value") for such Option Term
submitted by Lessee together with the notice delivered
pursuant to Section R-3 above. In the event that Lessor
disputes the Fair Rental Value as determined by such
appraisal, the following procedure shall govern for
purposes of determining Fair Rental Value."
3. Subsection (iii) of Section R-4(b) of the Lease is
hereby deleted in its entirety and the following substituted in lieu
thereof:
"(iii) The Board of Appraisers shall, within thirty (30) days
following their appointment, report their appraisal, or the
appraisal of a majority of them, in writing to the respective
parties to this Lease, and a majority appraisal shall be
final and binding upon the parties in all respects;
provided, in no event, should the Fair Rental Value be less
than 110% of the Rent payable during the later of the Initial
Term or immediately preceding Option Term."
4. The following shall be added to Section R-16 of the Lease:
"Lessee shall not construct additional buildings or
improvements on the Land (as defined in the Principal
Lease) without the prior written consent of Lessor."
In all other respects, the balance of the terms and
provisions of this Lease shall remain unmodified and in full
force and effect.
SIERRA TUCSON,L.L.C.,a Delaware limited
liability company
By: NEXTHEALTH, INC., a Delaware
corporation, its Manager
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
ODE, L.L.C., an Illinois limited liability
company
By: /s/ Xxxxxxx X. X'Xxxxxxx, Xx.
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Xxxxxxx X. X'Xxxxxxx, Xx.
