EXHIBIT 10.54
AMENDMENT NO. 1 TO
GROUND LEASE AGREEMENT
THIS AMENDMENT NO. 1 TO GROUND LEASE AGREEMENT ("FIRST AMENDMENT") is made
and entered into as of November 29, 2001 by and between NATIONAL MEDICAL
SPECIALTY HOSPITAL OF REDDING, INC., a California corporation ("LANDLORD"), and
OCADIAN CARE CENTERS, INC., a California corporation formerly known as Guardian
Postacute Services, Inc. ("TENANT"), with reference to the following facts:
A. Landlord and Tenant are parties to that certain Ground Lease Agreement
dated November 14, 1997 ("LEASE"). Pursuant to the Lease, Tenant leases from
Landlord the Land upon which Redding Specialty Hospital, a rehabilitation
hospital owned by Tenant, is located.
B. Landlord and Tenant now desire to amend the Lease to extend the term
thereof and to provide a new schedule of Minimum Rent for the Term as extended.
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows.
1. DEFINITIONS
Unless otherwise defined in this First Amendment, all capitalized
terms used herein shall have the meanings given to them in the Lease.
2. TERM
Notwithstanding anything to the contrary contained in the Lease, the
Term shall expire at 12:00 p.m. on November 16, 2075.
3. MINIMUM RENT
The schedule of Minimum Rent attached to the Lease as "EXHIBIT C" is
hereby deleted and the schedule of Minimum Rent attached hereto as "REPLACEMENT
EXHIBIT C" is substituted therefore.
4. EFFECT ON LEASE; GENERAL PROVISIONS
Except as set forth in this First Amendment, the terms and
provisions of the Lease are hereby ratified and declared to be in full force and
effect. This First Amendment shall be governed by the provisions of the Lease
regarding governing law and successors and assigns. This First Amendment shall
become effective upon its execution, which may occur in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Caption and paragraph
headings are used herein for convenience only, are not a part of this First
Amendment or the Lease as amended by this First
Amendment and shall not be used in construing either document. Each reference to
the Lease in any agreement contemplated thereby or executed in connection
therewith, whether or not accompanied by reference to this First Amendment,
shall be deemed a reference to the Lease as amended by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment on the
date written above.
LANDLORD:
NATIONAL MEDICAL SPECIALTY
HOSPITAL OF REDDING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
TENANT:
OCADIAN CARE CENTERS, INC.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
Amendment and shall not be used in construing either document. Each reference to
the Lease in any agreement contemplated thereby or executed in connection
therewith, whether or not accompanied by reference to this First Amendment,
shall be deemed a reference to the Lease as amended by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment on
the date written above.
LANDLORD:
NATIONAL MEDICAL SPECIALTY
HOSPITAL OF REDDING, INC.
By:______________________________________
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
TENANT:
OCADIAN CARE CENTERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title : Chief Executive Officer
-2-
REPLACEMENT EXHIBIT C
Schedule of Minimum Rent
Minimum Rent
------------
Year 1 15,815
Year 2 16,448
Year 3 17,106
Year 4 17,790
Year 5 18,501
Year 6 19,241
Year 7 20,011
Year 8 20,811
Year 9 21,644
Year 10 22,510
Year 11 23,410
Year 12 24,346
Year 13 25,320
Year 14 26,333
Year 15 27,386
Year 16 28,482
Year 17 29,621
Year 18 30,806
Year 19 32,038
Year 20 33,320
Year 21 34,653
Year 22 36,039
Year 23 37,480
Year 24 38,979
Year 25 40,539
Year 26 42,160
Year 27 43,847
Year 28 45,600
Year 29 47,424
Year 30 49,321
Year 31 51,294
Year 32 53,346
Year 33 55,480
Year 34 57,699
Year 35 60,007
Year 36 62,407
Year 37 64,904
Year 38 67,500
Year 39 70,200
Minimum Rent
------------
Year 40 73,008
Year 41 75,928
Year 42 78,965
Year 43 82,124
Year 44 85,409
Year 45 88,825
Year 46 92,378
Year 47 96,073
Year 48 99,916
Year 49 103,913
Year 50 108,069
Year 51 112,392
Year 52 116,888
Year 53 121,563
Year 54 126,426
Year 55 131,483
Year 56 136,742
Year 57 142,212
Year 58 147,900
Year 59 153,816
Year 60 159,969
Year 61 166,368
Year 62 173,023
Year 63 179,944
Year 64 187,141
Year 65 194,627
Year 66 202,412
Year 67 210,508
Year 68 218,929
Year 69 227,686
Year 70 236,793
Year 71 246,265
Year 72 256,116
Year 73 266,360
Year 74 277,015
Year 75 288,095
Year 76 299,619
Year 77 311,604
Year 78 324,068
Recording Requested By and RECORDED IN OFFICIAL RECORDS
When Recorded Return to: Chicago Title OF SHASTA COUNTY, CALIFORNIA
Xxxxx, Xxxxx & Xxxxxx LLP 46 MIN. PAST 2PM
0000 Xxxxxxxx Xxxxxxxxx NOV 17 0000
Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 [ILLEGIBLE]
Attn: Xxxxxxx X. Xxxx, Esq. RECORDING FEES 20.00
--------------------------------------------------------------------------------
Space Above Line for Recorder's Use Only
MEMORANDUM OF LEASE AGREEMENT
This Memorandum of Lease, made and agreed to as of the 12th day of
November, 1997, by and between NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING,
INC., a California corporation ("Lessor"), and GUARDIAN POSTACUTE SERVICES,
INC., a California corporation ("Lessee").
WITNESSETH
For and in consideration of the sum of One Dollar ($1.00), the further
consideration of the rents reserved and the covenants and conditions more
particularly set forth in that certain Ground Lease Agreement between Lessor and
Lessee of even date herewith ("Lease"), and other good and valuable
consideration, the receipt of which is hereby acknowledged, Lessor and Lessee do
hereby covenant, promise and agree as follows:
1. Lessor demises unto Lessee and Lessee takes from Lessor for the term
hereinafter provided the land legally described as set forth in Exhibit A
attached hereto and hereby incorporated herein by reference ("Leased Premises").
2. The Lease term shall commence on the date hereof and shall continue
thereafter for a period of thirty (30) years from such date.
3. There are restrictions upon Lessee's right to assign all or any part of
the Lease, or to sublet any space in the Leased Premises themselves, without
Lessor's prior written consent, as provided in Article XII of the Lease.
4. The Lease contains an option to purchase the Leased Premises, as
provided in Article XVII of the Lease.
5. This Memorandum of Lease Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument.
6. The sole purpose of this document is to give notice of the Lease and
all of its terms, covenants and conditions to the same extent as if the Lease
were fully set forth herein. The conditions, covenants and agreements contained
in this document shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. All covenants and
agreements of this instrument and the Lease shall run with the land.
7. This Memorandum of Lease Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which,
collectively, shall constitute one and the same document.
[This space intentionally left blank]
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of
Lease Agreement as of November 12, 1997.
LANDLORD:
NATIONAL MEDICAL SPECIALTY
HOSPITAL OF REDDING, INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Authorized Signatory
TENANT:
GUARDIAN POSTACUTE SERVICES, INC.,
a California corporation
By /s/ Xxxx X. Xxx Xxxx
--------------------------------------
Name: XXXX X. XXX XXXX
Its: CFO
EXHIBIT A
The following land situated in the State of California, County of Shasta:
PARCELS A AND B AS SET FORTH AND SHOWN ON THAT CERTAIN MAP ENTITLED, "PARCEL MAP
NO. LS 104-78 FOR XXXXX XXX XXXXXXXX AND XXXXXXX XXXX XXXXXXXX, AS CO-TRUSTEES
OF XXXXX MAC., INC. PROFIT SHARING TRUST, BEING A PORTION OF TRACT E, DIVISION 2
OF THE P.B. READING GRANT, IN THE CITY OF XXXXXXX, XXXXXX COUNTY, CALIFORNIA"
FILED IN THE OFFICE OF THE COUNTY RECORDER, FEBRUARY 7, 1979 IN BOOK 17 OF
PARCEL MAPS AT PAGE 87, SHASTA COUNTY RECORDS EXCEPTING THEREFROM ALL BUILDINGS
AND IMPROVEMENTS, WHICH ARE AND SHALL REMAIN REAL PROPERTY.
EXCEPTING FROM SAID PARCEL B ALL THAT PORTION CONVEYED TO THE CITY OF XXXXXXX BY
DEED RECORDED NOVEMBER 12, 1985 IN BOOK 2190 PAGE 500, SHASTA COUNTY RECORDS.
ASSESSOR'S PARCEL NUMBER 000-000-00.
