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EXHIBIT 10.7
AMENDMENT TO LEASE AND ASSIGNMENT
THIS AMENDMENT TO LEASE AND ASSIGNMENT ("Agreement") is made and
entered into as of the 1st day of October, 1990, by and among NOBLE HOUSE OF
DIXON, INC. (formerly Dixon CareCentre, Inc.) a Missouri corporation
(hereinafter "Landlord"), DIXON OAKS HEALTH CENTER, INC., a Missouri
corporation (hereinafter "Assignor") and DIXON MANAGEMENT, INC., a Missouri
corporation (hereinafter "Assignee").
WHEREAS, Landlord and Assignor entered into a lease dated the 25th day
of January, 1990, respecting the real estate described in Exhibit A attached
hereto and incorporated herein by this reference (the "Original Lease"); and
WHEREAS, Assignor is desirous of assigning all of its right, title and
interest in and to the Original Lease, as amended by this Agreement (the
"Lease") to Assignee; and
WHEREAS, Assignee is desirous of assuming all of the right, title and
interest in and to the Lease held by Assignee; and
WHEREAS, Landlord is willing to consent to such assignment and to
release Assignor from its obligations under the Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Paragraph 48 of the Original Lease is deleted in its entirety and
in its place is substituted the following:
"Tenant shall have the right of first refusal with respect to
the leased premises as set forth in this Paragraph. If at any time
during the term of this Lease, Landlord receives a bona fide offer
from a third person for the purchase of the leased premises, which
offer Landlord desires to accept, Landlord shall promptly deliver to
Tenant a copy of such offer, and Tenant may, within thirty (30) days
thereafter, elect to purchase the leased premises on the same terms as
those set forth in such offer, excepting that Tenant shall be
credited, against the purchase price to be paid by Tenant, with a sum
equal to the amount of any brokerage commission, if any, which
Landlord shall save by a sale to Tenant. If Landlord receives an offer
for the purchase of the leased premises which is not consummated by
delivering a deed to the offerer, the Tenant's right of first refusal
shall remain applicable to subsequent offers. If Landlord sells the
leased premises after failure of Tenant to exercise its right of first
refusal, such sale shall be subject to this Lease.
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If the leased premises shall be conveyed to the Tenant under
this right of first refusal, any prepaid rent shall be apportioned and
applied on account of the purchase price."
2. Assignor hereby assigns to Assignee all of Assignor's right, title
and interest in and to the Lease and Landlord hereby consents to such
assignment.
3. Assignee agrees to assume and be bound by the same
responsibilities, rights, privileges, duties, terms and conditions of the
Lease, as Assignor is presently bound to Landlord.
4. Assignee shall cause to be executed a new guaranty agreement which
shall be executed and signed by ▇▇▇▇ ▇. ▇▇▇▇▇▇, a single person, and ▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, husband and wife. Said guaranty agreement shall be
in substantially the same form as the guaranty agreement attached to the Lease
and previously executed.
5. Landlord releases Assignor from all rights, duties and obligations
undertaken by Assignor in the Lease.
6. Landlord, Assignor and Assignee agree that the security deposit
hereinbefore deposited by Assignor shall remain in the possession of Landlord
and that Assignor shall have no right or claim against Landlord for said
security deposit; all of the Assignor's rights to the security deposit being
assigned to Assignee.
7. Landlord specifically releases ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇,
husband and wife, from the guarantee agreement executed by them and made part
of the Lease.
8. Except as specifically modified by this Agreement, all terms,
covenants and conditions set forth in the Lease shall remain in full force and
effect as between Assignee and Landlord and each shall be bound thereby.
9. Assignee agrees to purchase earthquake insurance in the amounts
equal to those of fire insurance and extended coverage as set out in the Lease.
10. Any notice given hereunder will be sufficient if in writing and
sent by prepaid registered or certified mail, return receipt requested or
delivered in person. All notices which are mailed pursuant to this provision
shall be deemed given when mailed. Notices which are delivered personally shall
be deemed given when personally delivered. Notices hereunder shall be directed
to the following addresses:
If to Landlord:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
P. O. Box 2207
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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If to Assignee:
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any party may change the address to which notices are to be given to
their parties by written notice in accordance with the terms of this paragraph.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
(Seal) LANDLORD:
ATTEST: NOBLE HOUSE OF ▇▇▇▇▇, INC.
(formerly ▇▇▇▇▇ CareCentre, Inc.)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- -------------------------------
Secretary President
(Seal)
ATTEST: ASSIGNOR:
▇▇▇▇▇ OAKS HEALTH CARE CENTRE, INC.
[/s/ Illegible] By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- -------------------------------
Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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