EXHIBIT 10.20
LEASE
THIS LEASE is made as of March 27, 1992 between HEALTH AND
REHABILITATION PROPERTIES TRUST (known in Wisconsin as "Health and
Rehabilitation Properties REIT"), a Maryland real estate investment Trust
("Landlord"), having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx and AMS PROPERTIES, INC. a Delaware corporation, ("Tenant") having
its principal office at 000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000,
with reference to the following facts:
A. Landlord, Tenant, American Medical Services, Inc. ("AMS"), which
owns beneficially and of record all of the capital stock of Tenant, HostMasters,
Inc. ("HMI"), and GranCare, Inc. (f/k/a AMS Holding Co.) ("GranCare"), which
owns beneficially and of record all of the capital stock of AMS and HMI, have
entered into an Acquisition Agreement, Agreement to Lease and Mortgage Loan
Agreement dated as of December 28, 1990, as heretofore amended (the "Acquisition
Agreement"), pursuant to which, among other things, Landlord acquired from AMS
and simultaneously leased to Tenant seventeen different parcels of real property
and improvements (the "Original Collective Leased Properties") each for use and
operation as a licensed nursing home.
B. Each Original Collective Leased Property was leased to Tenant
pursuant to a Lease which incorporated a Master Lease Document dated as of
December 28, 1990 between Landlord and Tenant (as heretofore amended, and as the
same may be further amended, modified or supplemented from time to time, the
"Master Lease").
C. Landlord has, on the date hereof, purchased the property identified
in Paragraph 3 below (the "Leased Property") from Tenant pursuant to the option
to purchase provided in Section 10.3 of the Acquisition Agreement.
D. Landlord has agreed, as provided in Section 10.3 of the Acquisition
Agreement, to lease the Leased Property back to Tenant upon the terms set forth
below.
In consideration of the foregoing, the parties agree:
1. Purchase Price. The Purchase price paid by Landlord to Tenant for
the Leased Property was the sum of Four Million One Hundred Sixty Thousand One
Hundred Dollars ($4,160,100).
2. Incorporation of Master Lease. The Master Lease is hereby
incorporated herein in its entirety as though each and every part thereof were
set forth in full herein.
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3. Description of Leased Property. The Leased Property is that property
located at the following street address:
Xxxxxxxxxxx East Health Care Center
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
The Land referred to in the Master Lease with respect to the Leased
Property is more particularly described in Schedule A hereto.
4. Fixed Term. The Fixed Term of this Lease shall commence on the date
hereof (the "Commencement Date"), and shall end on December 28, 2000; provided,
that for the purposes of Section 3.1.1. of the Master Lease (and subject to
paragraph 6 below), the Commencement Date shall be deemed to be December 28,
1990.
5. Extended Terms. Subject to the provisions of Section 2.4 of the
Master Lease, Tenant is hereby granted the right to renew the Lease for three
(3) 10-year consecutive optional renewal terms for a maximum term if all such
options are exercised of thirty (30) years after the expiration of the Fixed
Term.
6. Rental. The initial Minimum Rent payable during the Fixed Term
pursuant to Section 3.1.1(a) of the Master Lease is the annual sum of Five
Hundred Sixty One Thousand, Six Hundred Fourteen Dollars ($561,614) payable in
equal monthly installments (commencing April 1, 1992) of Forty Six Thousand,
Eight Hundred One Dollars ($46,801). The Minimum Rent for the Extended Terms
shall be at the rental provided for in Section 3.1.1(e) of the Master Lease.
During the Term, Minimum Rent shall be subject to adjustment as provided in
Sections 3.1.1(b) through 3.1.1(d) and 3.1.1(f) of the Master Lease; provided
that Landlord and Tenant acknowledge that the initial Minimum Rent payable
hereunder reflects the adjustment made on December 28, 1990 under Section
3.1.1(c) of the Master Lease. Landlord will credit against installments of
Minimum Rent the amounts determined in accordance with Section 3.1.(g) of the
Master Lease. Tenant shall also pay Additional Rent pursuant to Section 3.1.2 of
the Master Lease. For the purposes of computing Additional Rent for the Leased
Property, the Leased Property shall be deemed to have been a "Leased Property"
under the Master Lease at all times since December 28, 1990.
7. Collective Leased Properties. The Leased Property shall be deemed to
be a Collective Leased Property for all purposes under the Master Lease.
8. 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
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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.
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 (known in Wisconsin as "Health
and Rehabilitation Properties REIT"),
a Maryland real estate investment trust
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasuer
By: /s/
Name:
Title:
TENANT: AMS PROPERTIES, INC.
a Delaware corporation
By: /s/
Name:
Title:
By: /s/
Name:
Title:
Schedule A
Description of Land
Lots 1, 2, 4, 5 and 7 al in Subdivision of Lot 4 and a part of Lot 3, in Block
196 in Xxxxxx Addition, in the Southeast 1/4 of Section 21, in Town 7 North,
Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin
Tax Key No. 359-0501-100-4
Address: 0000 Xxxx Xxxxx Xxxxxx (formerly 0000 Xxxxx Xxxxxxxx Xxxxx)
