(Federal Way)
FIRST AMENDMENT TO FACILITY
LEASE AGREEMENT
This FIRST AMENDMENT TO FACILITY LEASE
AGREEMENT ("Amendment") is dated as of the 31st
day of December,1996 and is between MEDITRUST
ACQUISITION CORPORATION I ("Lessor"), a
Massachusetts corporation having its principal
office at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000, and EMERITUS PROPERTIES I
INC. ("Lessee"), a Washington corporation, having
its principal office at c/o Emeritus Corporation,
0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000-0000.
WHEREAS, Lessor and Lessee entered into that
certain Facility Lease Agreement, dated as of
April 1, 1996, with respect to certain premises
located in Federal Way, King County, Washington
(the "Lease"); and
WHEREAS, Lessor and Lessee have agreed to
amend said Lease in certain respects;
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:
1. Section 1.2 of the Lease is hereby deleted
in its entirety and replaced with the following:
1.2 TERM. The term of this Lease shall
consist of: the "Initial Term", which shall
commence on April l, 1996 (the "Commencement
Date") and end on March 31,
2008 the Expiration Date provided, however, that
this Lease maybe sooner terminated as hereinafter
provided. In addition, Lessee shall have the
option(s) to extend the Term (as hereinafter
defined) as provided for in Section 1.3.
2. The first paragraph of Section 1.3 of the
Lease is hereby deleted in its entirety and
replaced with the following:
1.3 Extended Terms Provided that this Lease
has not been previously
terminated, and as long as there exists no Lease
Default (as hereinafter defined) at the time of
exercise and on the last day of the Initial Term
or the then current Extended Term (as hereinafter
defined), as the case may be, Lessee is hereby
granted the option to extend the Initial Term of
this Lease for four (4) additional periods
(collectively, the "Extended Terms") as follows:
four (4) successive five (5) year periods for a
maximum Term, if all such options are exercised,
which ends on March 31, 2028. Lessee's extension
option rights shall be exercised by Lessee by
giving written notice to Lessor of each such
extension at least one hundred eighty (180) days,
but not more than three hundred sixty
(360) days, prior to the termination of the
Initial Term or the then current Extended Term, as
the case may be. Lessee shall have no right to
rescind any such notice once given. Lessee may not
exercise its option for more than one Extended
Term at a time. During each effective Extended
Term, all of the terms and conditions of this
Lease shall continue in ful1 force and effect,
except that the Base Rent (as hereinafter defined)
for each such Extended Term shall be adjusted as
set forth in Section 3. 1(a).
3. The definition of "Group One Acquisition
Facilities" in Section 2.1 of the Lease is hereby
deleted in its entirety and replaced with the
following:
Group Two Acquisition Facilities: As defined in
the Agreement Regarding Related Transactions.
4. The reference to "Group One Acquisition
Facility Leases" in the definition of
"Related Leases" in Section 2.1 of the Lease is
hereby deleted and replaced with "Group Two
Acquisition Facility Leases."
5. All references to "Group One Acquisition
Facilities" in Section 1 1.3.1 of the Lease are
hereby deleted and replaced with "Group Two
Acquisition Facilities."
Except as amended herein, the Lease shall remain
in full force and effect.
[INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed and attested by
their respective officers thereunto duly
authorized.
WITNESS:
LESSEE:
EMERITUS PROPERTIES I, INC.,
a Washington corporation
/s/ Xxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
----------------------------------------
Name: Xxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
WITNESS:
LESSOR:
MEDITRUST ACQUISITION
CORPORATION I, a
Massachusetts corporation
/s/ Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx, ESQ
------------------------
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxxx, ESQ
Title: Senior Vice President
3
