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EXHIBIT 10 (aa)(2)
FIRST ADDENDUM TO XXXXXXX COMMONS
BUSINESS PARK NET LEASE
This First Addendum to that certain Xxxxxxx Commons Business
Park Net Lease (the "Lease") dated September 27, 1991 by and between XXXXXXXX
METALS DEVELOPMENT COMPANY, a Delaware corporation ("Landlord"), and LIFECARE
INVESTMENTS, INC., a Delaware corporation ("Tenant"), hereby modifies and amends
the lease to include the following:
1. Notwithstanding anything to the contrary contained in Section
3.1 of the Lease, Tenant shall have the option of terminating
this Lease at the end of the tenth and the fifteenth Lease
Year by giving Landlord not less than ninety (90) days' prior
written notice.
2. Sections 3.2 and 4.2 of the Lease are hereby deleted.
3. Notwithstanding anything to the contrary contained in Section
3.3 of the Lease, Tenant shall not be required to pay Rent
until the Commencement Date.
4. Tenant shall have the option of purchasing the Premises during
the first five (5) Lease Years of the Lease at the purchase
price set forth below opposite the Lease Year in which the
purchase is made (the "Option Price"):
Lease Year 1 $ 1,185,150.00
Lease Year 2 $ 1,223,443.00
Lease Year 3 $ 1,284,700.00
Lease Year 4 $ 1,347,975.00
Lease Year 5 $ 1,351,241.00
Tenant shall exercise such option by giving written notice thereof to
Landlord. If Tenant exercises its option, closing shall occur within
sixty (60) days after the date of the exercise by Tenant of its option
and time is of the essence. Upon payment of the Option Price, Landlord
will convey the Premises to Tenant by warranty deed, subject to any
leases, easements, conditions and restrictions of record affecting the
Premises existing on the date of the exercise by Tenant of its option.
If Tenant does not exercise its option to purchase the Premises or
Tenant does not close the purchase within sixty (60) days after the
exercise by Tenant of its option to purchase the Premises because of
the fault of Tenant, Tenant's option to purchase the Premises pursuant
to this paragraph 4 shall expire and be of no further force and effect.
5.
Notwithstanding the provisions of paragraph 4 above, if Landlord,
during the first five (5) Lease Years, receives a boNa fide offer
to purchase the Premises from a third party (the "Third Party Offer"),
Landlord shall so advise Tenant by notice in writing setting forth
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the terms and conditions of the Third Party Offer. For a period of
ten (10) days Fafter receipt of said notice, Tenant shall have
the option of purchasing the Premises at the higher of the Option
Price or the price specified in the Third Party Offer by giving
written notice thereof to Landlord. If Tenant exercises its option
under this paragraph 5, closing shall occur within sixty (60) days
after the date of the exercise by Tenant of its option contained in
this paragraph 5 and time is of the essence. Upon payment of the
Option Price or the price set forth in the Third Party Offer,
whichever is applicable, Landlord will convey the Premises to Tenant
by warranty deed, subject to any leases, easements, conditions and
restrictions of record affecting the Premises existing on the date of
the exercise by Tenant of its option to purchase the Premises pursuant
to this paragraph 5. If Tenant does not exercise its option to
purchase the Premises pursuant to this paragraph 5 within such ten
(10) day period by written notice to Landlord or Tenant does not close
the purchase within sixty (60) days after the exercise by Tenant of
its option to purchase the Premises pursuant to this paragraph 5
because of the fault of Tenant, Tenant's option to purchase the
Premises pursuant to paragraph 4 above or this paragraph 5 shall
expire and shall be of no further force and effect and Landlord may
proceed to sell the Premises to such third party on the terms and
conditions set forth in the Third Party Offer.
6. Notwithstanding anything to the contrary contained in Section 4 of the
Lease, the following shall be applicable to the payment of Monthly Rent
and Additional Rent during the periods set forth below:
(a) During the first two (2) months of the term of the Lease,
Tenant shall not be required to pay Monthly Rent. From the
third month through the tenth month of the term of the Lease,
the Monthly Rent payable by Tenant shall be reduced by fifty
percent (50%).
(b) The Monthly Rent shall not be adjusted pursuant to the
provisions of Section 4.1(b) of the Lease until after the
second Lease Year. Thereafter the provisions of Section 4.1(b)
of the Lease shall be applicable; provided, however, that the
Adjusted Monthly Rent shall not be increased (i) by more than
twenty percent (20%) during the first five (5) Lease Years,
using the Monthly Rent of $8,308.23 for the first Lease Year
as the base, (ii) by more than twenty percent (20%) during the
second five (5) Lease Years, using the Adjusted Monthly Rent
for the sixth Lease Year as the base, (iii) by more than
twenty percent (20%) during the third five (5) Lease Years
using the Adjusted Monthly Rent for the eleventh Lease Year as
the base, and (iv) by more than twenty percent (20%) during
the last five (5) Lease Years, using the Adjusted Monthly Rent
for the sixteenth Lease Year as the base.
7. It is hereby understood and acknowledged by Tenant that the Premises
is part of a business park known as Xxxxxxx Commons Business
Park and that the other tenants of the said business park together
with their customers, employees and invitees have mutual use of the
Common Areas including but not limited to all parking areas, driveways
and roads located in the park of which the Premises are a part and
that Landlord has the right to temporarily close any part of said
Common Areas for such period of time as is
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reasonably necessary to make repairs or alterations to the
Common Areas or to the buildings located adjacent thereto.
Accordingly, Tenant agrees to indemnify and save Landlord harmless
from and against any and all liabilities, losses, damages, costs,
expenses (including reasonable attorneys' fees) in connection with any
injury to, or the death of, any person or any damage to or loss of
property resulting from the use of the aforesaid Common Areas by
others or the temporary closure of same by Landlord. Landlord will
give Tenant five (5) days' notice of any non-emergency repairs,
alterations or improvements and reasonable notice of emergency
repairs, alterations or improvements to be made to the Common Areas or
to the buildings located adjacent thereto which could restrict ingress
or egress to the Premises.
8. Notwithstanding anything to the contrary contained in Section 12 of the
Lease, Tenant shall have the right at the inception of the Lease to
sublease twenty-five percent (25%) of the Building to another third
party for use as executive offices. It is agreed that such third party
subleasing a portion of the Building for use as executive offices may
enter into additional subleases of parts of such portion with others.
Any other subleases not covered by this paragraph B shall be subject to
all the terms and provisions of Section 12 of the Lease.
9. For purposes of Section 18 of the Lease, the term "maximum rate then
allowable by law" shall mean eighteen percent (18%) per annum.
Except as otherwise modified herein, the terms and conditions
contained in the Lease are in full force and effect.
Capitalized term when used herein and not otherwise defined
herein shall have the meanings assigned to them in the Lease.
Except as otherwise modified herein, the terms and conditions
contained in the Lease, as amended, are hereby ratified, confirmed and approved.
Capitalized terms when used herein and not otherwise defined
herein shall have the meanings assigned to them in the Lease.
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IN WITNESS WHEREOF the parties have executed this Second
Addendum on the dates specified immediately below their respective signatures.
Landlord:
WITNESS: XXXXXXXX METALS DEVELOPMENT
COMPANY
By:
X. Xxxx Bohevac
Executive Vice President
Date:
WITNESS: Tenant:
LIFECARE INVESTMENTS, INC.
By:
Title:
Date:
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