AMENDMENT NO. 1 TO LEASE AGREEMENT
(Heritage)
THIS LEASE AGREEMENT (this "Amendment") dated as of August 1,
1994 by and between Heritage Associates Limited Partnership, a Maryland
limited partnership, having an address at 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000 ("Landlord"), and Meridian Healthcare, Inc., a
Pennsylvania corporation, having an address at 000 Xxxxx Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000 ("Tenant").
W I T N E S S E T H:
In consideration of the mutual covenants and conditions set forth
herein, the parties hereto intending to be legally bound, hereby agree
to amend the Lease Agreement dated November 30, 1993 between Landlord
and Tenant (the "Lease") as follows:
1. The Lease is hereby amended by deleting Section 2.01 in its
entirety and by inserting in lieu thereof the following:
"Section 2.01. For each Lease Year (as defined in Article 31)
during the Initial Term, Tenant shall pay to Landlord in lawful money
of the United States of America, or by check subject to collection, at
the address of Landlord specified above or at such other place as
Landlord may from time to time designate, without any deduction or
offset, a net annual basic rental of Seven Hundred Ninety Five
Thousand Dollars ($795,000) in equal monthly installments each in
advance beginning on the Commencement Date and continuing on the first
day of each month thereafter until July 31, 1994, and a net annual basic
rental of Seven Hundred Thirty Five Dollars ($735,000) in equal monthly
installments each in advance beginning on August 1, 1994 and continuing
on the first day of each month thereafter (the "Basic Rent"). The
first monthly installment of Basic Rent shall be payable in advance on
the Commencement Date. If the Commencement Date falls on a day other
than the first day of a calendar month, the first monthly installment
of Basic Rent shall be apportioned pro rata on a per diem basis and
shall be paid on the Commencement Date. For each Lease Year during
the Renewal Term, if any, the Basic Rent shall be the greater of the
Fair Rental Value (as defined in Article 31) or Seven Hundred Seventy
Two Thousand Dollars ($772,000) per year, payable in advance in equal
monthly installments due on the first day of each calendar month during
the Renewal Term."
2. All of the terms and conditions of the Lease, as amended hereby,
are hereby ratified and confirmed.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and
delivered this Amendment as of the day and year first above written.
LANDLORD:
Heritage Associates Limited Partnership
By: MHC Holding Company
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title:
TENANT:
Meridian Healthcare, Inc.,
a Pennsylvania Corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name:
Title:
AFFIRMATION OF GUARANTEE
The undersigned hereby affirms its guarantee of the Lease referred
to in the foregoing Amendment and guarantees absolutely and
unconditionally the payment when due of all amounts which the Lease
dated November 30, 1993 between Heritage Associates Limited Partnership
("Landlord") and Meridian Healthcare, Inc., a Pennsylvania limited
partnership ("Tenant"), as amended by Amendment No. 1 thereto dated
August 1, 1994, requires to be paid to the Landlord and the punctual
performance of all covenants of the Tenant to be performed thereunder.
This Guarantee shall not be released or discharged until all sums required
under the Lease (as so amended) to be paid to Landlord shall have been
paid in full, regardless of whether the Tenant shall have been released
or otherwise discharged, whether by agreement or by operation of law or
otherwise.
GENESIS HEALTH VENTURES, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name:
Title:
STATE OF PENNSYLVANIA, CITY/COUNTY OF XXXXXXX, to wit:
I HEREBY CERTIFY, that on this 9th day of September, 1994, before
me the undersigned Notary Public of the State of Pennsylvania,
personally appeared Xxxxxx X. Xxxxx, Xx., who acknowledged himself/
herself to be the Sr. Vice President and CFO of Meridian Healthcare,
Inc., known to me (or satisfactorily proven) to be the person who
executed the foregoing agreement and acknowledged that he/she executed
the same for the purposes therein contained by signing the name of the
said Meridian Healthcare, Inc. by himself/herself as Sr. Vice Hospital
and CFO.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxx X. Xxxxxxx
Notary Public
My Commission Expires:
Notarial Seal
Xxxx X. Xxxxxxx, Notary Public
Kennett Square Boro. Xxxxxxx County
My Commission Expires July 21, 0000
XXXXX XX XXXXXXXXXXXX, XXXX/XXXXXX XX XXXXXXX, to wit:
I HEREBY CERTIFY, that on this 9th day of September, 1994, before
me the undersigned Notary Public of the State of Pennsylvania,
personally appeared Xxxxxx X. Xxxxx, Xx., who acknowledged himself/
herself to be the Sr. Vice President and CFO of Genesis Health Ventures,
Inc., known to me (or satisfactorily proven) to be the person who
executed the foregoing agreement and acknowledged that he/she executed
the same for the purposes therein contained by signing the name of the
said Genesis Health Ventures, Inc. by himself/herself as Sr. Vice
President and CFO.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxx X. Xxxxxxx
Notary Public
My Commission Expires:
Notarial Seal
Xxxx X. Xxxxxxx, Notary Public
Kennett Square Boro. Xxxxxxx County
My Commission Expires July 21, 0000
XXXXX XX XXXXXXXX, XXXX/XXXXXX XX XXXXXXXXX, to wit:
I HEREBY CERTIFY, that on this 10th day of September, 1994, before
me, the undersigned Notary Public of the State of Maryland, personally
appeared Xxxxxxx X. Xxxxx, Xx., who acknowledged himself/herself to be
the Vice President of MHC Holding Co., known to me (or satisfactorily
proven) to be the person who executed the foregoing agreement and
acknowledged that he/she executed the same for the purposes therein
contained by signing the name of the said MHC Holding Co. by himself/
herself as Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Xxxxx
Notary Public
My Commission Expires: 8/1/98
