EXHIBIT 10.18
LEASE AGREEMENT
This is a LEASE AGREEMENT ("Lease") made effective this 1st day of
November 1993 (the "Effective Date"), by and between HOUSE INVESTMENTS - NURSING
HOMES PARTNERS I, an Indiana limited partnership, its successors and assigns
(hereinafter referred to as "Landlord"), and TRANSITIONAL HEALTH PARTNERS d/b/a
Transitional Health Services, a Delaware general partnership (hereinafter
referred to as "Tenant").
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, the parties agree:
1. FACILITY: Landlord does hereby demise and lease unto Tenant, and Tenant
does hereby take, hire and let from Landlord that certain tract or parcel of
real estate, together with the buildings and improvements (and including
furniture, fixtures and equipment belonging to or provided by Landlord) and
constituting a 101 bed skilled and home for the aged nursing home facility known
as Lincoln Lodge Nursing Center, and the privileges and appurtenances thereunto
appertaining, situate, lying and being on 1039 East 5th Street, Connersville, in
Fayette County, Indiana, and being more particularly described on "EXHIBIT A"
hereto attached, hereafter referred to as the "Facility."
2. COVENANT OF TITLE AND QUIET ENJOYMENT: Landlord covenants and warrants
that it alone has full right and lawful authority to enter into this Lease for
the full term hereof; that it is lawfully seized of the Facility in fee simple
and has good title thereto, free and clear of all tenancies, restrictions and
encumbrances (with the exception of liens securing lenders providing financing
for the Facility which is the subject of this Lease, and other matters not
adversely affecting the intended use of the Facility or merchantability of
title, or other matters agreed to between the parties) and that at all times
during the term of this Lease and any extensions of said term, Tenant's quiet
and peaceful enjoyment of the Facility shall not be disturbed or interfered with
by any party in privity of contract with Landlord.
3. AUTHORIZATIONS AND COMPLIANCE WITH GOVERNMENTAL PROGRAMS: Landlord
hereby represents and warrants to Tenant that (i) the use of the Facility as an
intermediate or skilled care and home for the aged nursing home facility is a
permitted use under all applicable zoning or other use restrictions or
regulations, and (ii) the character, materials, design, construction and
location of the improvements is, to the best of its knowledge, in full
compliance with all building codes, zoning laws and all other laws and
ordinances pertaining thereto, and (iii) the Facility will, during the term
hereof, meet all standards require for Federal Medicare (Title 18) or Medicaid
(Title 19) skilled or intermediate care nursing programs and that it will make
any alterations necessary to maintain compliance with same. Any alterations or
changes or expansions will be negotiated at the then-current cost of
construction, which cost, together with interest at the rate of interest for
which money is financed, shall be amortized in level monthly additional Rent
payments over the agreed upon remaining lease period.
Tenant agrees (i) to use the Facility as an intermediate, skilled and home
for the aged nursing home facility and operate the Facility in full compliance
with all laws, regulations and licenses applicable thereto, (ii) that no part of
the Facility shall be used for any unlawful purpose, nor will any unlawful
condition or nuisance be permitted to exist thereon, and (iii) that its
operation of the Facility of a nursing home facility shall materially comply
with (A) the representations in the certificate of need application for the
facility on file with the Indiana Department of Health - Division of Health
Facilities, (B) all conditions placed upon the certificate of need, and (C) all
licensure, certification, and other requirements of law applicable to nursing
home facilities.
4. TERM:
(a) The term of this Lease (the "Initial Term") shall be for ten
(10) years commencing on the Effective Date hereof.
(b) If Tenant is not in default hereunder, Tenant shall have the
option to renew the term of this Lease after the Initial Term for two (2)
additional terms of five (5) years each (the "Renewal Term(s))", which together
with the Initial Term shall be referred to herein as the "Term"). Such Renewal
Terms shall be upon the same terms and conditions contained in this Lease for
the Initial Term except it (i) will be subject to an adjustment of Rent payments
as negotiated between the parties at the end of the Initial Term and the first
Renewal Term, if any, and (ii) will not be less than the previous year's Total
Rent (as defined below). Tenant may exercise its option to renew for the Renewal
Term by notifying Landlord in writing of its intention to renew at least one
hundred eighty (180) nor less than ninety (90) days prior to the expiration of
the Initial Term or any Renewal Term.
5. RENT: Tenant shall pay to Landlord at its offices in Indianapolis,
Indiana, or at such other place as it may advise in writing, in advance, on the
fifteenth (15th) day of each calendar month, without notice, demand, offset or
deduction, in lawful money of the United States of America, during and
throughout the term of this Lease, base rent, which shall be payable in monthly
installments of Forty-Two Thousand Eight Hundred Forty Eight Dollars
($42,848.00) (the "Base Rent"). Commencing January 1, 1995, Tenant shall also
pay to Landlord, during and throughout the term of this Lease, additional rent
("Additional Rent"), which will be an amount per calendar year equal to the
prior year's Additional Rent (if any) plus the greater of (i) five percent (5%)
of the increase in the Facilities' revenues over the year's revenues, or (ii)
three percent (3%) of the total of the prior year's Base Rent and Additional
Rent. Additional Rent shall be reconciled annually, and payable quarterly during
the Initial Term and any Renewal Term for the period ending March 31, June 30,
September 30, and December 31. Base Rent together with Additional Rent may be
referred to herein as "Total Rent."
If the Landlord does not receive from Tenant any payment of Base
Rent or Additional Rent within ten (10) days after such payment is due,
Landlord, at its option, may charge Tenant a late charge and handling fee equal
to five percent (5%) of such rental payment, and such late charge and handling
fee shall be due and payable by Tenant to Landlord immediately upon delivery of
written notice to Tenant. In addition, if any check of Tenant's is
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returned to Landlord unpaid, Tenant shall reimburse Landlord for all charges
associated with such returned check and Landlord, at its option, in addition to
all other rights hereunder, may thereafter require that Tenant pay the Rent and
any other charges payable hereunder by a certified or cashier's check.
Landlord may at is option, and Landlord does hereby elect and
direct, that Tenant pay such portion of the Total Rent directly of Landlord's
mortgagee as may be necessary to service Landlord's mortgage indebtedness. The
balance of such Total Rent shall be paid directly to Landlord as otherwise set
forth herein.
6. REPORTS: Tenant agrees to provide Landlord with quarterly and annual
financial statements accurately reflecting Tenant's consolidated financial
condition and the results for its business operations for the period then ended
with respect to its operations generally, as well as its business conducted at
the Facility. Such statements shall be due thirty (30) days after the quarter
then ended or ninety (90) days after the close of the Tenant's fiscal year, as
the case may be, and shall be prepared in accordance with generally accepted
accounting principles consistently applied, and further shall be in such form as
required by Landlord's mortgagee. In the event of any default hereunder or any
state of facts which upon the passage of time would constitute a default, Tenant
shall provide audited statements prepared by certified public accountants
satisfactory to Landlord. Tenant agrees to also provide upon request to
Landlord, as the same are filed with the Indiana Department of Health, copies of
the facility's Medicaid Cost Reports.
7. LEGAL FEES AND COSTS: Tenant agrees, in the event it becomes necessary
for Landlord to enforce any provision of this Lease by legal action, or to
engage attorneys for the collection of rent or other monies due under this
Lease, to pay to Landlord reasonable attorney's fees and all court costs and
other costs of such collection or enforcement proceedings incurred by Landlord
if a valid claim is established.
8. UTILITIES: Landlord and Tenant agree that all water, sewer, electric
current and telephone facilities are available, connected and working as of the
Effective Date. Tenant shall pay when due all charges for heat, air
conditioning, water, gas, electricity and other utilities furnished to the
Facility for occupants thereof during the Term hereof.
9. REPAIR AND MAINTENANCE OF IMPROVEMENTS: Landlord warrants that the
entire Facility and the building and improvements thereon shall be in good, safe
condition and repair on the Effective Date. Landlord shall be responsible for
the structural integrity of the building and repair of the roof and exterior
walls, excluding windows and glass panels, and except for damages caused or
suffered to be caused by Tenant during the term of this lease. Except for such
responsibility undertaken by Landlord, Tenant shall be responsible, during the
term, for maintaining the Facility in good repair, including without limitation
all interior surfaces, electrical, plumbing, heating, air conditioning, and
other systems, as well as the exterior grounds, and shall at the end of the
Initial Term and any Renewal Term return the same to Landlord in good repair and
condition, with the exception of casualties insured against (the proceeds of
such insurance having been paid to Landlord) and ordinary wear and tear. If
Tenant fails to make any repairs, and/or perform any maintenance for which it is
responsible,
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within thirty (30) days after written notice thereof, Landlord may, at its sole
option, make the repairs and/or perform the maintenance and the reasonable
expense thereof shall be paid by Tenant, together with interest at a rate equal
to ten percent (10%) if such expense is not paid within thirty (30) days. Tenant
shall have the right at any time and with Landlord's prior consent, which
consent shall not be unreasonably withheld, to construct, alter, repair or
maintain on any part of the Facility such buildings, parking areas, driveways,
structures, sidewalks and other similar and dissimilar improvements as Tenant
shall desire. All improvements constructed by Tenant shall comply with all
applicable building codes and ordinances and shall be at Tenant's sole cost and
expense and shall become the property of Landlord upon the termination of this
Lease. Tenant agrees to indemnify Landlord against all claims by laborers and
materialmen for any improvements constructed by Tenant.
Landlord, its agents and employees, shall have the right at all reasonable
times and upon reasonable notice to Tenant, to enter the Facility or any part
thereof, to inspect and examine the same.
10. TAXES AND ASSESSMENTS: Tenant agrees to pay when due all taxes on or
with respect to the Facility. Such payments shall be made in accordance with the
terms, and payable directly to the appropriate authority or body. Landlord will
promptly send Tenant copies of all bills for taxes to be paid by Tenant and
Tenant will pay the same to the appropriate governmental authority. Tenant shall
promptly send Landlord reasonable evidence of payment of such xxxx after such
payment.
In the event this Lease shall commence, or shall end (by reason of
expiration of the Term or earlier termination pursuant to the provisions
hereof), on any date other than the first or last day of the year, or should the
year or period of assessment of real estate taxes be change to more or less than
one year, as the case may be, then the amount of taxes which may be payable by
Tenant as provided hereunder shall be appropriately apportioned.
11. INSURANCE INDEMNITY:
(a) During the Term of this Lease, Tenant shall at all times keep
the Facility insured with the kinds and amounts of insurance described below.
This insurance shall be written by companies to do insurance business in the
State of Indiana. The policies must name Landlord as an additional insured.
Losses shall be payable to Landlord and Tenant as provided in Section 11(e)
below. In addition, the policies shall name as an additional insured any
mortgagee by way of a standard form of mortgagee's loss payable endorsement. Any
loss adjustment shall require the written consent of Landlord, Tenant, and each
mortgagee. Evidence of insurance shall be deposited with Landlord and, if
requested, with any mortgagee(s). The insurance policies shall provide thirty
(30) days notice of cancellation to all parties named therein as insured. The
policies on the Facility shall insure against the following risks:
(i) Loss or damage by fire and such other risks as may be
included in the broadest form of extended coverage insurance from time to time
available, including but not limited to loss or damage from leakage of any
sprinkler system now or hereafter installed in the Facility or on the Facility,
in amounts sufficient to prevent Landlord or Tenant from becoming
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a co-insurer within the terms of the applicable policies and in any event in an
amount not less than one hundred percent (100%) of the then full replacement
value thereof (as defined below in Paragraph (b));
(ii) Loss or damage by explosion of steam boilers, pressure
vessels or similar apparatus, now or hereafter installed in the Facility, in
such limits with respect to any one accident as may be reasonably agreed by
Landlord and Tenant from time to time;
(iii) Claims for personal injury or property damage under a
policy of general public liability insurance with amounts not less than One
Million Dollars ($1,000,000) per occurrence in respect of bodily injury, Two
Million and No/100 Dollars ($2,000,000.00) aggregate per occurrence, and Three
Hundred Thousand and No/100 Dollars ($300,000.00) for property damage;
(iv) Claims arising out of malpractice in an amount not less
than One Million and No/100 Dollars ($1,000,000.00) for each person and for each
occurrence;
(v) Such other hazards and in such amounts as may be customary
for comparable properties in the area and is available from insurance companies
authorized to do business in the State of Indiana.
(vi) Business interruption insurance covering a risk of loss
during the first six (6) months of reconstruction resulting from the occurrence
of any of the hazards described in subsections (i) and (ii) of Paragraph (a) in
an amount sufficient to prevent Landlord from becoming a co-insurer; and
(vii) Worker's compensation.
(b) Replacement Cost. The term "full replacement value" of
improvements as used herein, shall mean the actual replacement cost thereof from
time to time, less exclusions provided in the normal fire insurance policy.
(c) Additional Insurance. In addition to the insurance described
above, Tenant shall maintain such additional insurance as may be reasonably
required from time to time by any mortgagee.
(d) Waiver of Subrogation. Any provision in this Lease to the
contrary notwithstanding, each party, to the extent it is permitted to do so by
the terms and provisions of any of the above policies, hereby waives any and all
rights it may have against the other, its agents, or employees, for any loss or
damage from risks ordinarily insured against under such policies, but only to
the extent that such loss or damage is in fact covered by such insurance and is
collectible by the insured party. Each party further covenants and agrees that
it will, upon request of the other, request each such insurance company to
attach to such policy or policies issued by it a waiver of subrogation with
respect to the other party, its agents or employees.
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(e) Insurance Proceeds. All proceeds payable by reason of any loss
or damage to any of the improvements comprising the Facility and insured under
any policy of insurance required by (a) above of this Lease shall be paid to
Landlord and held by Landlord in trust (subject to the provisions of Paragraph
(f) below and the rights of the holders of the Facility mortgages) and shall be
made available for reconstruction or repair, as the case may be, of any damage
to or destruction of the Facility, and shall be paid out by Landlord from time
to time for the reasonable costs of such work. Any excess proceeds of insurance
remaining after the completion of the restoration or reconstruction of the
Facility shall be retained by Landlord and shall be credited against future
rental payments due from Tenant under this Lease. All salvage resulting from any
such loss covered by insurance shall belong to Landlord.
(f) Damage or Destruction. If, during the Term, the Facility is
totally or partially destroyed from a risk covered by the insurance described in
Paragraph (a), Landlord shall, as soon as practicable, rebuild or restore the
Facility to substantially the same condition as existed immediately before the
destruction. If the remaining term is one (1) year or less, either party shall
have the right to terminate this Lease. If the costs of the restoration exceed
the amount of proceeds received by Landlord from the insurance required under
Paragraph (a) above, Tenant shall be solely responsible for paying the
difference between the amount of insurance proceeds and such cost of
restoration.
(g) Restoration of Tenant's Property. If Landlord is required to
restore the Facility as provided in Paragraph (f), Landlord shall not be
required to restore alterations made by Tenant, or Tenant's improvements, trade
fixtures or personal property, such excluded items being the sole responsibility
of Tenant to restore. Landlord shall be required to restore tangible personal
property owned by Landlord and leased to Tenant pursuant to this Lease (and
scheduled on Exhibit B hereto) or otherwise.
(h) Tenant's Blanket Policy. Notwithstanding anything to the
contrary contained in this Section 11, Tenant's obligation to carry the
insurance provided for herein may be brought within the coverage of a so-called
blanket policy carried and maintained by Tenant; provided, however, that the
coverage afforded Landlord will not be reduced or diminished or otherwise be
different from that which would exist under a separate policy meeting all other
requirements of this Lease.
12. ASSIGNMENT AND SUBLETTING: Tenant shall have the right to assign or
mortgage/collaterally assign this Lease or leasehold estate hereby created, or
sublet all or any part of the Facility, with the consent of Landlord, such
consent not to be unreasonably withheld, but Tenant shall in such event remain
liable to Landlord for Tenant's obligations hereunder. Any merger,
consolidation, reorganization, or liquidation of Tenant, or the sale of a
controlling interest of its capital stock, or of a majority of its assets,
shall, for purposes of this Lease, constitute an assignment thereof.
13. SIGNS: Tenant shall have the right to install, maintain and replace
in, on or over or in front of the Facility or in any part thereof such signs and
advertising matter as Tenant may desire, and Tenant shall comply with all
applicable requirements of governmental authorities having jurisdiction and
shall obtain any necessary permits for such purpose. As used in this
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paragraph, the word "sign" shall be construed to include any placard, light or
other advertising symbol or object, irrespective of whether same be temporary or
permanent.
14. EMINENT DOMAIN: If the whole or substantially all of the Facility, or
all means of access thereto, be acquired by eminent domain, or by purchase in
lieu thereof, this Lease shall terminate and the Rent shall be abated during the
unexpired portion of the Lease subsequent to the actual physical taking.
Separate awards for damages shall be made to the Landlord and the Tenant for the
taking to the extent permitted by applicable law. Should, however, only a
portion of the Facility be so condemned or taken, this Lease shall continue in
full force and effect provided, however, that the Rent payable under the
unexpired portion of this Lease shall be adjusted to such extent as may be fair
and reasonable under the circumstances. Landlord shall, in such event, promptly
restore the Facility as nearly as feasible to the condition of such Facility
immediately prior to the taking, but Landlord shall not be required, at its
option, to restore or rebuild the Facility during the last year of the lease
Term. Tenant shall not be entitled to any part of the condemnation proceeds
arising from any partial taking except that Tenant shall be entitled to make a
claim for any of Tenant's property condemned.
15. DEFAULT: Any one or more of the following events shall at the
Landlord's option constitute an "Event of Default":
A. Tenant's failure to make payment of Base Rent or Additional Rent
when the same is due and payable and the continuance of such failure for a
period of ten (10) days after mailing by certified mail or delivery to Tenant of
notice in writing from Landlord specifying in detail the nature of such failure;
or
B. Tenant's failure to perform any of the other covenants,
conditions, and agreements imposed by it under this Lease and the continuance of
such failure without the curing of same for a period of thirty (30) days after
mailing by certified mail or delivery to Tenant of notice in writing from
Landlord specifying in detail the nature of such failure and provided Tenant
shall not cure such failure as provided in paragraph (D) below; or
C. The adjudication of Tenant as a bankrupt, or the appointment of a
receiver or trustee for Tenant's property and affairs, or the making by Tenant
of any assignment for the benefit of its creditors or the filing by or against
Tenant of a petition in bankruptcy not vacated or set aside within ten (10) days
of such filing.
If an Event of Default occurs (a "Default"), the Landlord, in
addition to any other right or remedy it may have with respect to such Default,
may upon ten (10) days written notice, terminate this Lease for cause and
re-enter the Facility and take possession of the same, or, at its option, in
such event Landlord may, without declaring this Lease terminated, re-enter the
Facility and occupy or lease the whole or any part thereof, for and on account
of Tenant and on such terms and conditions for such rental as Landlord may deem
proper based on reasonable business practices, and Landlord shall in such event
collect such rent and apply the same upon the rents due from Tenant and upon the
expenses of such subletting, and any and all other damages sustained by
Landlord. If a Default occurs, Landlord shall exercise reasonable efforts
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to mitigate damages hereunder and to re-let the Facility, but Landlord's failure
to relet or sublet the Facility shall not prevent or delay the exercise by
Landlord, at its option, of its right to recover as damages any Base Rents and
Additional Rents due and owing for the remainder of the Term, together with all
costs and expenses of collecting the same, subject to Landlord's obligation to
repay or credit the Tenant with all recoveries made by Landlord.
Upon the occurrence of a Default, Landlord may, at its option, give Tenant
written notice by certified mail of Landlord's election to end the term of this
Lease upon a date specified in such notice, which date shall be not less than
ten (10) days after the date of delivery or certified mailing by Landlord of
such notice, and whereupon the term and estate hereby vested in Tenant shall
cease and any and all other right, title and interest of Tenant hereunder shall
likewise cease without further notice or lapse of time as fully and with like
effect as if the entire term of this Lease had elapsed, but Tenant shall
continue to be liable to Landlord as hereinafter set forth; provided, that this
Lease shall not terminate if Tenant shall cure such Default prior to the
termination date specified in such notice.
D. In the event Landlord gives notice of a Default of such a nature
(other than a Default which may be cured by a payment of money) that it cannot
be cured within such sixty (60) day or greater period, then such Default shall
not be deemed to continue so long as Tenant, after receiving such notice,
proceeds diligently and continuously to cure the Default as soon as reasonably
possible and continues to take all steps necessary to complete the same within a
period of time which, under all prevailing circumstances, shall be reasonable.
No Default shall be deemed to continue if, and so long as, Tenant shall be
proceeding to cure the same in good faith or be delayed in or prevented from
curing the same by force majeure.
16. HOLDING OVER: If Tenant remains in possession of the Facility after
the expiration of the Term hereof, including any extensions of the term, and
without the execution of a new lease, Tenant shall occupy the Facility as a
Tenant from month to month, subject to all of the conditions of this Lease
insofar as consistent with such a tenancy and at the highest monthly Base Rent
and Additional Rent herein provided.
17. WAIVERS: Failure of Landlord or Tenant to complain of any act or
omission on the part of the other party, no matter how long the same may
continue, shall not be deemed to be a waiver by such party of any of its rights
hereunder. No waiver by Landlord or Tenant at any time, expressed or implied of
any breach of any provisions of this Lease, shall be deemed a consent to any
subsequent breach of the same or any other provision. No acceptance by Landlord
of any partial payment shall constitute an accord or satisfaction but shall only
be deemed a part payment in account.
18. SURRENDER OF FACILITY: Upon the expiration or other termination of
this Lease, Tenant covenants and agrees that it will peaceably leave and
surrender possession of the Facility to Landlord. Upon such surrender, all
improvements on the Facility shall be in good repair, damage or destruction by
fire or other casualty insured against and ordinary wear and tear, alterations,
additions and improvements herein permitted excepted.
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19. NOTICES: Until notice to the contrary to the other party has been
given, all notices and payments of money if made to Landlord shall be made or
given by telephonic facsimile (transmission electronically confirmed),
nationally recognized overnight delivery service (freight prepaid), hand
delivery, or by mail (postage prepaid) addressed to:
LANDLORD: HOUSE INVESTMENTS - NURSING HOMES PARTNERS I
x/x XXX, XXX.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
10401 North Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxx
` Phone: 000-000-0000
Fax: 000-000-0000
TENANT: TRANSITIONAL HEALTH SERVICES
0000 Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
20. SHORT FORM LEASE: The parties hereto shall forthwith execute a
Memorandum or Short Form Lease Agreement, in recordable form, including such
provisions hereof as either party may desire to incorporate therein.
21. NON-DISTURBANCE AND ATTORNMENT: Tenant agrees upon request of
Landlord's mortgagee to attorn to such mortgagee, subordinate this Lease to any
mortgage constituting a lien on the Facility, and to provide such other
reasonable assurance as such mortgagee may reasonably require in connection with
the financing of the Facility and the improvements thereon provided, however,
any such agreement or document shall provide, and such mortgagee shall covenant,
that Tenant's use and possession of the Facility shall not be disturbed so long
as Tenant shall not cause or suffer any material Default hereunder. In the event
Landlord shall default in any payment due in respect of such mortgage, Tenant
shall have the right under Landlord's mortgage, but not the obligation, upon ten
(10) days written notice from either Landlord or Landlord's mortgage, to pay
such amount due and thereby cure such default. Landlord further agrees that it
shall execute and deliver no mortgage on the Facility purporting to limit and
prohibit Tenant from collaterally assigning this Lease or its leasehold interest
arising hereunder as security for Tenant's financing.
22. PERFORMANCE BY LANDLORD: Landlord covenants to perform all of its
obligations to any mortgagee or other secured lender holding a lien on any
property subject to this Lease and to make timely payments on all such secured
indebtedness. In the event payment is made by Tenant for Landlord's account as
hereinabove provided in Section 21 hereof, Tenant shall be entitled to recover
such payment from Landlord with interest from the day of such
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payment at the same rate applicable with respect to the secured indebtedness
upon which such payment is made, but no such payment shall be offset or
otherwise relieve Tenant from making future Rent payments as and when the same
come due.
23. ENTIRE AGREEMENT: This Lease constitutes the entire agreement between
the parties hereto, and no other oral or written statement shall apply. Tenant
agrees that it is not relying on any representations or agreements other than
those contained in this Lease. This Lease shall not be modified or canceled
except by writing subscribed to by all parties.
24. BROKERAGE: Each of the parties covenants and represents to the other
that neither has incurred brokerage fees with respect to the transaction herein
set forth.
25. PARTIES: The covenants, conditions, obligations and agreements
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant and their respective successors and assigns. Tenant's general partners
and holding company jointly and severally endorse this Lease for the purpose of
guaranteeing all of Tenant's obligations to Landlord during the Term hereof,
including without limitation, the obligation to make timely payment of all
installments of Base Rent and/or Additional Rent becoming due during the Term.
26. RIGHT OF FIRST REFUSAL: In the event Landlord wishes during the Term
to sell the Facility or any part thereof, Landlord shall notify Tenant of its
intent to sell in writing by certified mail setting forth the amount of the
proposed sale price and all other terms and conditions of such proposed sale,
and Tenant shall have the right of first refusal to purchase the Facility upon
the same terms and conditions by giving Landlord written notice of its election
so to do within thirty (30) days after receipt of Landlord's notice. In the
event Tenant fails to notify Landlord of its election within such thirty (30)
day period, or notifies Landlord it does not wish to exercise its right to
purchase, Landlord shall have the right to sell the Facility subject to this
Lease upon terms and conditions no more favorable to a purchaser than those
contained in its notice to Tenant.
In the event Landlord wishes to relet to any person or entity the
Facility upon the expiration of the Term, Landlord shall notify Tenant of its
intent to relet in writing by certified mail, setting forth the proposed terms
of such Lease, and Tenant shall have the right of first refusal to relet the
Facility upon the same terms and conditions by giving Landlord written notice of
its election to do so within thirty (30) days after receipt of Landlord's
notice. In the event Tenant fails to notify Landlord of its election within the
thirty (30) day period or notifies Landlord it does not wish to exercise its
right to relet, Landlord shall have the right to relet the Facility upon terms
and conditions no more favorable to a Tenant than those contained in its notice
to Tenant.
Tenant's right to notice and/or exercise either of the rights of
first refusal hereinabove specified shall be subject to the condition that
Tenant not be in Default hereunder. If Tenant shall have lost its right to
purchase by reason of Default as hereinabove set forth, or if after receiving
notice Tenant shall not exercise its right to acquire the Facility and the
Facility shall be sold by Landlord to a third party, the rights of first refusal
herein granted shall be terminated as of the recordation of the deed conveying
the Facility.
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IN WITNESS WHEREOF, the parties hereto have each, pursuant to due
corporate authority, caused this Lease to be executed in its name and on its
behalf, each by its duly authorized officer, all as of this day and year first
above written.
LANDLORD: HOUSE INVESTMENTS - NURSING HOMES
PARTNERS I, an Indiana limited partnership
By HMI, INC., Administrative General Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Finance
Date: 10/30/93
and By CARDINAL PARTNERS, INC.,
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Date: 11/1/93
TENANT: TRANSITIONAL HEALTH PARTNERS d/b/a
Transitional Health Services, a Delaware
general partnership
By THS Partners I, Inc. and
By THS Partners II, Inc., General Partners
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, President
Date:_______________________________________
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Tenant's Obligation Endorsed and Guaranteed By:
TRANSITIONAL HEALTH SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, President
Date:_______________________________________
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SCHEDULE 10.18
THP has entered into agreements substantially identical to Exhibit 10.18
as follows:
1. Lease Agreement dated November 1, 1993 with House Investments - Nursing
Homes Partners I for Connersville, Indiana facility. A material detail in which
this agreement differs from Exhibit 10.18 is that the "Base Rent" due per month
is $43,277.
2. Lease Agreement dated November 1, 1993 with House Investments - Nursing
Homes Partners II ("House II") for Fort Xxxxx, Indiana facility. A material
detail in which this agreement differs from Exhibit 10.18 is that the "Base
Rent" due per month is $33,426.
3. Lease Agreement dated November 1, 1993 with House II for Sheridan,
Indiana facility. A material detail in which this agreement differs from Exhibit
10.18 is that the "Base Rent" due per month is $33,426.
4. Lease Agreement dated November 1, 1993 with House II for South Bend,
Indiana facility. A material detail in which this agreement differs from Exhibit
10.18 is that the "Base Rent" due per month is $67,856.
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