Exhibit 10(k)
FOURTH AMENDMENT TO LEASE AGREEMENT
THIS FOURTH AMENDMENT TO LEASE ("Amendment") is made effective as of the
1/st/ day of May, 2000 ("Effective Date") between HEALTH CARE REIT, INC., a
corporation organized under the laws of the State of Delaware ("Landlord"),
having its principal office located at Xxx XxxXxxx, Xxxxx 0000, X.X. Xxx 0000,
Xxxxxx, Xxxx 00000, and JUST LIKE HOME, INC. and JLH SERIES I, INC., each a
corporation organized under the laws of the State of Florida (collectively
called "Tenant"), having its principal office located at 000 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
R E C I T A L S
A. Landlord leased to Tenant property located in Leesburg, Florida;
Haines City, Florida; Lake Wales, Florida; and Orange City, Florida
(collectively called "Property") pursuant to a Lease Agreement dated as of May
1, 1999 as amended by a First Amendment to Lease Agreement dated as of September
1, 1999, a Second Amendment to Lease Agreement dated as of December 1, 1999, and
a Third Amendment to Lease Agreement dated as of January 31, 2000 ("Lease").
Tenant is operating assisted living facilities (collectively called "Facility")
on the Property.
B. Tenant has requested that Landlord make a partial draw under the
Letter of Credit and apply the funds to a shortfall of $57,500.00 in the amount
of Rent owed by Tenant to Landlord for the month of May, 2000. HCN has agreed to
this request subject to the terms and conditions of this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
1. Definitions. Any capitalized terms not defined in this Amendment shall
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have the meaning set forth in the Lease.
2. Letter of Credit. Landlord and Tenant agree that on the Effective
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Date, Landlord shall make a draw under the Letter of Credit in the amount of
$57,500.00. The proceeds of the draw shall be applied against the amount of Rent
plus legal fees due May 1, 2000. The shortfall in the Rent payment was caused by
the need to make a deposit in the amount of $57,500.00 to Aries Capital
("Aries") in connection with obtaining a commitment from Aries to finance
Tenant's purchase of the Leased Property. Notwithstanding the provisions of
Article 20 of the Lease, for this partial draw only, Tenant shall not be
obligated to cause the Letter of Credit to be reinstated to the amount in effect
prior to the draw unless Aries fails to finance the acquisition of the Leased
Property on or before ___________, 2000, in which case Tenant shall cause the
Letter of Credit to be reinstated to the amount of $177,583.30.
3. Mortgage. In consideration of Landlord's agreement to draw under the
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Letter of Credit, Xxxxxx X. Xxxx ("Xxxx") agrees to provide additional security
to Landlord for Tenant's Obligations and Xxxx'x obligations under his Unlimited
and Continuing Lease Guaranty dated as of January 31, 2000 ("Guaranty
Obligations"). Xxxx agrees to execute a mortgage in favor of Landlord granting a
second lien against Xxxx'x property located in Xxx County, Florida to secure the
Tenant's Obligations and Guaranty Obligations. Landlord agrees to accept
delivery of the mortgage but not to record the mortgage until the first to occur
of the following: [i] an Event of Default or an event which with the giving of
notice and
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passage of time would constitute an Event of Default under the Loan Documents
occurs; or [ii] ________________, 2000.
4. Affirmation. Except as specifically modified by this Amendment, the
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terms and provisions of the Lease (including the Settlement Agreement) are
hereby affirmed and shall remain in full force and effect. In addition, Tenant
affirms that the Lease remains governed by and subject to the Judgment Entries
referenced in Paragraph 1 of the Settlement Agreement.
5. Binding Effect. This Amendment shall be binding upon and inure to the
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benefit of the successors and permitted assigns of Landlord and Tenant.
6. Further Modification. The Lease may be further modified only by a
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writing signed by Landlord and Tenant.
7. Counterparts. This Amendment may be executed in multiple counterparts,
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each of which shall be deemed an original hereof.
8. Consent of Guarantor. This Amendment shall have no force or effect
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unless and until Guarantor has executed the Consent of Guarantor set forth
below.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
the date first set forth above.
Signed and acknowledged
in the presence of: HEALTH CARE REIT, INC.
Signature _____________________________ By: ______________________________
Print Name ____________________________
Title: ______________________
Signature _____________________________
Print Name ____________________________
JUST LIKE HOME, INC.
Signature _____________________________ By: ______________________________
Print Name ____________________________
Title: ______________________
Signature _____________________________
Print Name ____________________________
JLH SERIES I, INC.
Signature _____________________________ By: ______________________________
Print Name ____________________________
Title: ______________________
Signature _____________________________
Print Name ____________________________
THIS INSTRUMENT PREPARED BY:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxxx, Loop & Xxxxxxxx, LLP
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
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CONSENT OF GUARANTOR
Guarantor hereby [i] consents to the foregoing Amendment; [ii] agrees to be
bound by the terms and provisions of the Amendment to the extent applicable to
the Guaranty; [iii] affirms the Guaranty which shall remain in full force and
effect; and [iv] waives any suretyship defenses arising in connection with the
Amendment.
___________________________________
Xxxxxx X. Xxxx
PERIDOT ENTERPRISES, INC.
By: _______________________________
Title: _______________________
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