GRAND TERRACE, CA
AMENDED AND RESTATED MEMORANDUM
OF LEASE
THIS AMENDED AND RESTATED MEMORANDUM OF LEASE is
executed as of this 3lst day of December, 1996, by
and between Meditrust Acquisition Corporation I, a
Massachusetts corporation, having a principal
place of business at 000 Xxxxx Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Lessor") and
Emeritus Properties I, Inc., a Washington
corporation, having a principal place of business
c/o Emeritus Corporation, 0000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, XX 00000-0000 ("Lessee"), for
the purpose of amending and restating the
Memorandum of Lease, dated August 2,1996, as
previously recorded, and giving notice to any and
all interested parties of that certain Lease
entered into by and between Lessor and Lessee, as
amended by the First Amendment to Facility Lease
Agreement and by the Omnibus Amendment to Group
One Acquisition Facility Leases, both of even date
herewith, and of the Lessee's interest as a lessee
thereunder, as follows:
Date of Execution: August 2, 1996.
Leased Property: The real property
described in EXHIBIT A attached
hereto (the "Land"),together with
the Leased
Improvements, all easements, rights
and appurtenances of
every nature and description now or
hereafter relating to
or benefitting any or all of the
Land and the Leased
Improvements and Fixtures all as
more particularly
described in the Lease.
Initia1 Term: August 1,1996- March 31,2007.
Extension Options: Four (4) successive five (5)
year periods for a maximum
Term, if all such options are
exercised, which ends on
March 31,2027.
Option to Purchase: None.
Right of First Refusal: Lessee shall have the
right of first refusal to purchase the
Leased Property, at the price and
upon the terms set forth in the
Lease.
Cross Default: The payment and
performance of the obligations of Lessee
under the Lease are cross-defaulted
with the payment and performance of
the obligations of affiliates of
Lessee to affiliates of Lessor, now
or hereafter existing, as more
particularly set forth in the
Lease.
Reference is hereby made to the Lease for the full
particulars of the rights, duties and obligations
of the parties. In the event of any conflict or
inconsistency between the terms and conditions of
the Lease and the terms and conditions of this
memorandum, the terms and conditions of the Lease
shall govern and prevail.
[INTENTIONALLY
LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Memorandum of Lease on
the date first written above.
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
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
COMMONWEALTH OF
MASSACHUSETTS
Norfolk, ss.
February 11, 1997
Then personally appeared the above named
Xxxxxxx X. Xxxxxxxx,
Senior Vice President as aforesaid, and
acknowledged the foregoing instrument to be his
free act and deed and the free act and deed of
Meditrust Acquisition Corporation I, before me,
/s/ Xxx X. Xxxxxxxx
---------------------------
Notary Public
My commission expires: 8-2-2002
2
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 6th day of February, 1997, before me,
a Notary Public in and for the State of
Washington, personally appeared Xxxxxxx X.
Xxxxxxxxxx personally known to me (or proved to me
on the basis of satisfactory evidence) to be the
person who executed this instrument, and on oath
stated that he was authorized to execute the
instrument as the President of Emeritus Properties
I, Inc., a Washington corporation, and
acknowledged it to be the free and voluntary act
and deed of corporation for the uses and purposes
mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and official seal the day and year first
above written.
/s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------
Notary Public in and for the State of
Washington
[SEAL]
Residing at: Seattle, WA
My commission expires: 3-30-99
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