EXHIBIT 10.10
AMENDED AND RESTATED LEASE AGREEMENT
(Royal Terrace)
THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Lease") is made and
entered into as of the 4th day of October, 1994, effective as of the
Commencement Date, by and between International Health Care Properties XXVII,
L.P., a Georgia limited partnership (hereinafter referred to as the "Lessor")
and WelCare International Properties Corporation, a Georgia corporation
(hereinafter referred to as the "Lessee").
W I T N E S S E T H :
Lessor is the owner of that certain real property, more particularly
described on Exhibit "A" attached hereto and incorporated herein by reference,
improved with a 147-bed nursing home facility known as Royal Terrace Nursing
Center (the "Facility"), together with Lessor's easements and appurtenances in
adjoining and adjacent land, highways, roads, streets, lanes, whether public or
private, reasonably required for the installation, maintenance; operation and
service of sewer, water, gas, power, and other utility lines and for driveways
and approaches to and from abutting highways for the use and benefit of the
above-described parcel of real estate, together with that certain personal
property, fixtures, equipment and supplies used in connection with such real
estate and improvements (the "Premises"); and
WHEREAS, Lessor and lessee entered into that certain Lease Agreement dated
as of July 29, 1994, whereby Lessor agreed to lease to Lessee the Premises (the
"Original and
WHEREAS, Lessor and Lessee desire to amend and restate the Original Lease
in its entirety as provided in this Lease.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid by
each party to the other, the mutual promises herein contained and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
1. Ownership. Lessor is the owner of the Facility which is located on the
Premises.
2. Term. The term of this Lease shall be deemed to have commenced on the
1st day of August, 1994 (the "Commencement Date"), and shall end on the 31st day
of July, 2008 unless sooner terminated, and Lessee is hereby granted an option
to extend this Lease for two (2) additional five (5) year periods on the same
terms as provided in this Lease; provided, however, that at the time of such
election to extend, unless Lessee and Lessor shall have otherwise agreed in
writing upon the rent to be paid during the extension term(s), Lessee shall
provide Lessor with a letter
from a third-party appraiser reasonably acceptable to Lessor stating that the
Rent (as hereinafter defined) and any other sums payable under this Lease
constitute a fair market rental rate for the Premises (the "Fair Rental Rate").
Lessee shall pay the reasonable fees and charges of such appraiser. If the Fair
Rental Rate is greater than or less than the Rent at the time of the extension
of this Lease, then the Lessee can either (i) elect not to extend this Lease, or
(ii) pay as Rent an amount equal to the Fair Rental Rate. Lessee must notify the
Lessor in writing of its election to exercise any of the renewal extensions at
least three (3) months prior to the expiration of the then current lease term.
Provided however, that if the Fair Rental Rate results in a reduction in the
Lessor's return on equity then, unless the parties reach an agreement as to the
Rent, Lessor can elect not to extend the Lease. Lessor and Lessee agree that
they both shall be bound by the appraiser's determination of the Fair Rental
Rate to the extent herein indicated.
3. Rental Payments.
A. Base Rent. Lessee shall pay to Lessor $58,711.71 as base rent for
the Premises in arrears upon the last day of each and every month during the
term of this Lease (the "Base Rent").
B. Additional Rent. Lessee shall pay to Lessor as additional rent
the amount per month, if any, calculated pursuant to Exhibit "B", attached
hereto and incorporated herein by this reference (the "Additional Rent").
C. Payment of Rent. Lessor and Lessee acknowledge and agree that
this and all Base Rent and Additional Rent (together, the "Rent") payable
hereunder may be assigned as additional collateral for a first priority mortgage
loan to Lessor (the "Mortgage") by Lessor to the holder of the Mortgage (the
"Mortgagee").
4. Net Lease. This Lease is intended to be a net lease in that it is the
intention of the parties hereto that the Rent payable to Lessor shall not be
reduced by any cost or charge whatsoever and that all expenses and charges
related to the ownership and operation of the Premises after the date of this
Lease, whether for upkeep, maintenance; compliance with environmental, health
and safety laws (including the Americans with Disabilities Act); insurance;
taxes; utilities; federal, state and municipal requirements; and other charges
of a like nature or type or otherwise shall be paid by Lessee, except as
specifically provided herein. This provision is not in derogation of specific
provisions herein, but in expansion thereof and as an indication of the general
intentions of the parties hereto.
5. Taxes and Assessments. Lessee hereby agrees to pay to the public
authorities charged with collection thereof, promptly as the same become due and
payable, all taxes, assessments, and other public charges levied upon or
assessed against the Premises and/or
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any personal property, building, structure, fixture or improvements now or
hereafter located thereon, or arising in respect of the occupance, use or
possession of the Premises, and which become due and payable.
6. Fuel, Utility Services. Lessee hereby agrees to pay for all fuel,
electricity, heat or power, gas and water, or any other utility charges incurred
upon the Premises after the date of this Lease.
7. Compliance with Laws. Lessee covenants that in the use and occupation
of the Premises and the buildings, structures, fixtures and improvements
thereon, and the sidewalks adjacent thereto, see will comply in all material
respects with all authorities in any manner affecting the Premises or any
building, structures, fixtures and improvements thereon or the use thereof and
the terms of the Mortgage. Lessee further agrees that it will not permit any
unlawful occupation, business or trade to be conducted on the Premises, or any
use to be made thereof contrary to any law, ordinance or regulation with respect
thereto.
8. Repairs, Alterations and Additions.
A. General. Lessee shall be obliged to pay from the Gross Revenues
of the Premises any expense of repairing any improvements upon the Premises,
including, without limitation, extermination and landscaping, and Lessee shall
make all reasonable and replacements necessary to maintain the Premises and all
furniture and fixtures in a reasonably good, tenantable and wholesome condition,
complying in all material respects with all applicable laws, regulations,
ordinances, licenses and requirements of all authorities having jurisdiction
over the Premises, except as otherwise provided herein. For purposes of this
Lease, "Gross Revenues" shall mean the amount equal to the sum of all revenues
received or receivable from the operation of the Facility less contractual
allowances for xxxxxxxx not paid or received from applicable governmental
agencies or other third party payors as determined during each calendar year.
B. Establish Capital Improvements and Working Capital Reserve.
Lessor has established a capital improvements reserve of $300,000.00 minus
amounts necessary to establish any debt service reserve or other reserves
required by Mortgagee (the "Capital Improvements Reserve"). The Capital
Improvements Reserve may be subject, from time to time, to a lien arising under
the Mortgage. Subject to any such lien, Lessee shall use the Capital
Improvements Reserve to pay for capital improvements made to the Facility and
working capital in the operation of the Facility, in Lessee's reasonable
discretion.
9. Insurance. Lessee shall maintain insurance as required by the Mortgage
substantially as follows:
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(a) Professional liability insurance in at least the amount of
$1,000,000 per occurrence, $3,000,000 aggregate with a $2,000,000 umbrella. All
such liability insurance shall name each of Lessor and Mortgagee as an
additional insured;
(b) Liability insurance in an amount equal to at least $1,000,000
per occurrence, $3,000,000 aggregate, with a $2,000,000 umbrella. All such
liability insurance shall name each of Lessor and Mortgagee as an additional
insured;
(c) "All-risk" coverage on the Facility, including all improvements,
equipment and inventory, in an amount not less than the replacement cost
thereof, insuring against such potential causes of loss as shall be required by
Lessor, including but not limited to loss or damage from wind, fire, ice and
subsidence;
(d) Business income insurance (including rental value if the
Facility is leased n whole or part) equal to not less than twelve (12) months
estimated gross revenues less expenses not ordinarily incurred during the period
of business interruption; and
(e) Workers compensation insurance as required by the laws of the
State where the Facility is located.
Each of the policies described in (c) and (d) shall name Lessor (or, if by
Lessor, Mortgagee) as mortgagee and loss payee under a standard non-contributory
mortgagee and lender loss payable clause, and shall provide that Lessor and
Mortgagee shall receive not less than (30) days written notice prior to
cancellation. The proceeds of either of the policies described in (c) and (d)
shall be payable by check jointly payable to Lessee and to Lessor (or, if
directed by Lessor, Mortgagee) and delivered to Lessor (or, if by Lessor,
Mortgagee).
Lessee appoints Lessor and Mortgagee as Lessee's attorney-in-fact to cause
the issuance of or an endorsement of any policy to bring Lessee into compliance
herewith and, at the option of Lessor and Mortgagee, to make any claim for,
receive payment for, and execute and endorse any documents, checks or other
instruments in payment for loss, theft, or damage covered under any such
insurance policy; however, in no event will Lessor or Mortgagee be liable for
failure to correct any amounts payable under any insurance policy. Lessee agrees
and acknowledges that the application of insurance proceeds shall be governed by
the Mortgage.
If Lessor shall in any manner resume possession of the Premises, Lessor
shall thereupon become, subject to the terms of the Mortgage, the sole owner of
all insurance policies held by or required hereunder to be delivered to Lessor,
with the sole right to collect and retain all unearned premiums and dividends
thereon, and Lessee shall only be entitled to a credit, in reduction of the then
outstanding indebtedness secured hereby, in the amount of the cancellation
refund.
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10. Other Operating Expenses. Lessee agrees to pay all other operational
expenses of the Premises not heretofore mentioned,
11. Surrender. Lessee agrees that, upon termination by lapse of time or
otherwise of the term hereby created, or any extension thereto, it will deliver
and surrender up to the Lessor said Premises in reasonably good condition and
repair; any damage, deterioration or destruction resulting from o wear and tear,
loss by fire, casualty and causes beyond Lessee's control are excepted.
Concurrently with such delivery or surrender, Lessee shall also surrender all
permits and licenses necessary to operate the Premises as a nursing home or to
provide any other health care services and ancillary services being offered by
Lessee during the term of this Lease.
12. Liens. Lessee will not permit any mechanic's, laborer's, or
materialmen's liens to stand against the Premises for any labor or material
furnished to Lessee or claimed to have been furnished to Lessee in connection
with work of any character performed or claimed to have been performed on the
Premises by or at the direction or sufferance of Lessee, but nothing herein
contained shall in any way prejudice the rights of Lessee to contest to final
judgment or decree any such Hen. In the event of failure of Lessee to procure
the discharge of any such Hen or contest such lien as above provided, by bond or
any other method, Lessor may, without further notice, procure the discharge
thereof by bonding, payment or otherwise, and all costs and expenses incurred by
Lessor in obtaining such discharge shall become due as additional Rent upon the
next payment of Rent. Lessor shall not cause any mortgage or lien other than the
Mortgage and security interests related thereto to stand against or attach to
the Premises.
13. No Abatement of Rent. The partial destruction of any building on the
Premises by fire or natural elements shall not in any manner affect this Lease
or the rights and obligations of Lessee hereunder and the Rent shall not xxxxx,
diminish or cease during reconstruction. The Rent shall not xxxxx upon
foreclosure under the Mortgage. However, should the Lessor fail to undertake to
repair, rebuild or replace any such damage or destruction within thirty (30)
days after such fire or other casualty, or shall fail to complete such work
within six (6) months, then the terms of this Lease shall expire at the option
of Lessee, after ten (10) days written notice to Lessor.
14. Damage or Destruction. If the Premises covered hereby, or any part
thereof, shall be damaged by fire or other hazard against which insurance is
held, the amounts paid by any insurance company in pursuance of the contract of
insurance to the extent of the indebtedness then remaining unpaid, shall be
paid, subject to the terms of the Mortgage, to Lessor and released only for the
repairing or rebuilding of the Premises.
15. Condemnation. If the Premises shall be condemned or taken in its
entirety for a public or quasi-public use, all
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compensation therefore shall be paid to Mortgagee to be used to pay the Mortgage
as provided in the Mortgage and any remaining funds will be divided between
Lessor and Lessee, and this Lease and all obligations hereunder shall terminate
as of the date of taking. If only a portion of the Premises shall be condemned
or taken for a public or quasi-public use, any and all awards or compensation
arising from such condemnation or taking shall be paid to Mortgagee subject to
the terms of the Mortgage, and this Lease shall continue without modification,
unless and except that if so much or such portion of the Premises be taken that
the taking shall materially interfere with the efficient operation of its
business by Lessee on the Premises, the judgment of Lessee as to the materiality
of such interference being conclusive, then at any time within sixty (60) days
after the talking of such portion of the Premises, Lessee may terminate this
Lease by serving upon Lessor written notice of its intention to do so. In the
event this Lease is so terminated, then any and all awards or compensation
arising from such condemnation or taking shall be paid jointly to Lessor and
Lessee subject to the terms of the Mortgage, and all obligations hereunder shall
cease as of the date of such termination and any funds remaining after the
payment of the Mortgage shall be divided between the Lessor and Lessee. Nothing
contained herein shall be construed to preclude Lessee from prosecuting any
claim directly against the condemning authority in such condemnation proceedings
for loss of business, or depreciation to, damage to, or cost of removal of, or
for the value of its leasehold interest, stock, trade fixtures, furniture and
other personal property belonging to lessee.
16. Assignment and Subletting. Lessee may not assign or encumber this
Lease or its rights hereunder except to Mortgagee without first obtaining the
written consent of Lessor which will not be unreasonably withheld; provided,
however, that Lessee's assignment of this Lease to an affiliate of Lessee shall
be valid and binding on Lessor without Lessor's prior written consent. In such
event, Lessee shall remain liable for the payment of all Rent required to be
paid hereunder and for the performance of all terms, covenants and conditions
herein undertaken by Lessee. Lessee shall have the right to enter into subleases
with respect to the operation of the Premises or any portion thereof, at any
time during the term of this Lease without the consent of Lessor, which
subleases shall not be deemed to create a tenancy in the Premises; provided,
however, that Lessee shall remain liable for the payment of all Rent required to
be paid hereunder and for the performance of all terms, covenants, and
conditions herein undertaken by Lessee. Lessor shall not assign or encumber this
Lease or its rights hereunder without first obtaining the written consent of
Lessee and providing Lessee with a written agreement from the assignee that it
will abide by all of the terms of this Lease.
17. Holding Over. In the event Lessee continues to occupy the Premises
after the last day of the term hereby created, or after the last day of any
extension of said term, and Lessor elects to accept rent thereafter, a tenancy
from month to month only shall
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be created and not for any longer period without the written concurrence of
Lessor.
18. Abandonment and Reletting. If Lessee shall abandon or vacate the
Premises, except as permitted hereunder, the same may be re-let by Lessor for
such rent, and upon such terms as to it may seem fit and in accordance with
Lessor's Partnership Agreement and the Mortgage. If a sufficient sum shall not
be thus monthly after paying the expense of such re-letting and collecting, to
satisfy the Rent, Lessee agrees to satisfy and pay all deficiencies during each
month of the remaining period of this Lease.
19. Subrogation and Waiver. Lessor hereby waives any and all claims
against Lessee, its assignees or sub-lessee for damage or destruction of any
improvements on the Premises (whether or not resulting from the fault or
negligence of Lessee, its assignees or sublessee or their agents or employees)
which improvements are covered by insurance obtained by Lessee and the parties
agree that any policies of insurance obtained by Lessor will recognize this
waiver of Lessor by a good and sufficient waiver of subrogation provision;
provided, however, that nothing herein shall be construed as waiving Lessor's
right to any insurance proceeds under policies obtained by Lessee, but paid for
by Lessor.
20. Default, Termination and Damages.
A. Lessee's Default For Nonpayment of Rent. Except as otherwise
provided in this Lease, Lessee shall be in default under this Lease if it fails
to pay the Rent owed to Lessor hereunder for a period of sixty (60) days (a
"Monetary Default").
B. Lessee Default For Other Than Nonpayment of Rent. Lessee shall be
in default under this Lease if it defaults on any of the covenants herein
contained to be kept by Lessee, except the payment of Rent, and such default
shall continue after written notice for a period of ninety (90) days (a
"Non-monetary Default").
C. Right to Re-enter Facility. If a Monetary Default or Non-monetary
Default shall occur and continue, Lessor shall have the immediate right, whether
or not the term of this Lease shall have been terminated to re-enter and
repossess the Premises by summary proceedings, ejectment, any other legal action
or in any lawful manner Lessor determines to be necessary or desirable. No such
re-entry or repossession of the Premises shall be construed as an election by
Lessor to terminate the term of this Lease.
D. Duty to Mitigate. At any time or from time to time after the
re-entry or repossession of the Premises pursuant to Section 20.C. hereof,
whether or not the term of this Lease shall have been terminated, Lessor, in the
name of Lessee or Lessor or otherwise and upon notice to Lessee, shall, to the
extent required by applicable state law pe g to the duty to mitigate damages
upon breach of a lease or other contract, use such efforts to relet the Premises
as is required by such law, Lessor may collect and receive
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any rents payable by reason of such reletting consistent with Section 18,
hereof.
E. Continuing Duty of Lessee. No expiration or termination of the
term of this Lease pursuant to this Section or and no expiration of the term
pursuant to Section 18 hereof, by operation of law or otherwise, and no
re-entry, repossession or reletting of the Premises pursuant to Section 18
hereof or otherwise, shall relieve Lessee of its liabilities and obligations
hereunder, all of which shall survive such expiration, termination, re-entry,
repossession or reletting.
21. Lessor Default/Remedies. If Lessor defaults in the performance of any
of its obligations under this Lease, and if such default remains uncured
following thirty (30) days' written notice from Lessee of such default, Lessee
shall have the right and option to do any one or more of the following:
(A) to perform the Lessor's obligation(s) and, if Lessor fails to
reimburse Lessee within ten (10) days following written demand for such
reimbursement, Lessee shall thereupon have the right to offset against the Base
Rent and the Additional Rent the cost of such performance.
(B) to xxxxx the payment of Base Rent and Additional Rent, in such amount
as may be reasonably estimated by Lessee to correspond to the reduced rental
value of the Premises.
(C) to cancel the Lease and recover against Lessor, in addition to general
and special damages, all of its reasonable relocation and termination costs,
including fees of attorneys, brokers and other consultants; moving expenses;
tenant improvements costs for new premises (to the extent paid or payable by
Lessee); and similar costs and expenses.
Notwithstanding the foregoing, as a condition precedent to the exercise of
such rights and remedies of Lessee, Lessee shall provide Mortgagee with respect
to the Premises, written notice and thirty (30) days' opportunity to cure
Lessor's default(s) (which notice and cure period may run concurrently with any
notice or cure period afforded to Lessor). Lessee shall be relieved of such
duty, however, unless, with respect to any such Mortgagee, Lessee shall have
received written notice of Mortgagee's claim or interest in the Premises.
The rights and remedies set forth herein are cumulative of any afforded at
law or in equity.
22. Remedies Cumulative. The remedies conferred by this Lease upon Lessor
and Lessee are not intended to be exclusive, but are cumulative and in addition
to all remedies otherwise afforded by law.
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23. Successors. This Lease and all covenants and agreements herein
contained shall be binding upon, apply and inure to the respective successors
and assigns of all parties to this Lease.
24. Lessor's Title. Subject to the terms of this Lease, Lessor's title is,
and always shall be, paramount to the title and interest of Lessee, and nothing
herein contained shall empower Lessee to do any act which can or shall encumber
the title of the Lessor. Provided the holder of any mortgage now or hereafter
encumbering the Premises shall provide Lessee with a non-disturbance agreement
reasonably satisfactory to Lessee, Lessee agrees to subordinate its interest in
this Lease to the Mortgage that encumbers the Premises. Nothing contained herein
shall relieve the Lessor of any obligations under the Mortgage.
25. Books and Financial Statements. Lessee shall deliver to Lessor at the
end of each fiscal year, or more often as reasonably requested by Lessor, the
books of its operations of the Facility. Lessee shall provide to Lessor the
financial statements required by the Mortgage.
26. License. Lessee at all times shall maintain in force and effect a
license from the state in which the Facility is located to operate a nursing
home, and shall at all times employ a duly qualified administrator to operate
the Facility.
27. Employees. Lessee shall have direct responsibility for recruiting,
hiring, training, promoting, assigning and discharging all operating and service
personnel necessary for the proper operation and maintenance of the Premises or
shall have direct responsibility for leasing employees for the Premises. All
employees shall be employees of the Lessee and the Premises or leased by the
Lessee and shall not be employees of the Lessor.
28. Notice of Action Against License. Notwithstanding any other provision
of this to the contrary, Lessee shall inform Lessor immediately by hand
delivery, telephone, telecopy (receipt confirmed) or telegraph of any action
taken, commenced or instituted by any state or federal authority having
jurisdiction over the Premises as a health care facility to terminate or revoke
any license certification of Lessee. Such notice shall be given to Lessor at the
address set forth in Paragraph 30.A. below.
29. Surrender of Possession. Lessee shall, on or before the last day of
the term of this Lease, surrender possession of the Premises to Lessor and all
personal property purchased by Lessee for use at the Facility, free and clear of
sub-tenancies or liens not specifically agreed upon by Lessor, reasonably clean
and in reasonably good condition and repair, ordinary wear and tear excepted.
30. Quiet Enjoyment. If and so long as Lessee is not in default hereunder,
Lessor agrees that it will not interfere with
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the peaceful and quiet occupation and enjoyment of the Premises by Lessee.
31. Inspection of Books and Records. Lessor and Mortgagee shall have the
right, upon reasonable notice and at reasonable times, to inspect the books and
records and accounts relating to the Facility.
32. Miscellaneous Provisions.
A. Notices. Any notice or other communication by either party to the
other shall be in writing and shall be given, and be deemed to have been duly
given, if either delivered personally or mailed, postage prepaid, by registered
or certified mail, or reputable overnight delivery service addressed as follows:
TO LESSOR:
International Health Care Properties XXVII, L.P.
000 XXX Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxx
TO LESSEE:
WelCare International Properties Corporation
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxx
or to such other address and to the attention of such other person or officer as
either party may from time to time designate.
B. Change of Address. Lessor and Lessee may change their address for
purposes of this Lease by giving notice thereof in accordance with the
provisions set forth for notices above.
C. Understanding and Agreement. This Lease constitutes all of the
understandings and agreements of whatever nature or kind existing between the
parties with respect to the subject matter hereof.
D. Headings. The paragraph headings contained herein are for
convenience of reference only and are not intended to define, limit or describe
the scope or intent of any provisions of this Lease.
E. Approval or Consent. Whenever, under any provision of this Lease,
the approval or consent of either party is required, the decision thereon shall
be promptly given, and such approval or consent shall not be unreasonably
withheld.
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F. Severability. Should any part of this Lease be declared invalid
for any reason, such decision shall not affect or impair the validity of the
remaining part or parts hereof, and this Lease shall remain in full force and
effect as to all parts not declared invalid or unenforceable as if the same had
been executed with the invalid or unenforceable portion(s) thereof eliminated.
G. Applicable Law. This Lease shall be governed by, and construed
and enforced in accordance with, the laws of Kansas (without regard to its rules
of conflicts of laws).
H. Further Assurances. Lessee shall, upon the request of Lessor,
execute and deliver any and all further documents which may be required,
contemplated or desired by Lessor in furtherance of the transactions
contemplated by this Lease.
I. Amendment or Modifications. This Lease shall not be amended or
modified without the prior written consent of the parties hereto.
J. Time. Time is of the essence of this Lease.
K. Binding. This Lease shall be binding upon, and inure to the
benefit of, the parties hereto, their estates, heirs, personal representatives,
successors in interest and assigns.
L. Counterparts. This Lease may be executed in one of more
counterparts, each of which shall constitute one and the same instrument.
33. Right of First Refusal. Lessee's parent has agreed to guarantee
Lessee's obligations under this Lease and in consideration of such guarantee,
Lessor has granted Lessee a right of first refusal to purchase the Facility,
pursuant to that certain Right of First Refusal Agreement dated as of July 28,
1994, attached to the Original Agreement as Exhibit "C", and incorporated herein
by this reference.
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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the
date first set forth above.
LESSOR:
INTERNATIONAL HEALTH CARE PROPERTIES
XXVII, L.P., a Georgia limited
partnership
By: International Health Care
Associates XXVII, Inc.
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx,
Executive Vice President
LESSEE:
WELCARE INTERNATIONAL PROPERTIES
CORPORATION, a Georgia corporation
By: /s/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx, Vice President
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EXHIBIT B
Additional Rent to be paid 100 days following the end of the calendar year
beginning December 31, 1995. Additional Rent to be equal to the greater of:
i) five percent (5%) of the difference between (i) the gross Revenues
from Facility's operations for the calendar year immediately
preceding the payment, and (ii) the Gross Revenues of the Facility
for the calendar year ended December 31, 1993; or
ii) the increase in the Consumer Price Index;
not to exceed two-tenths of one percent of the Lessor's outstanding debt on the
first day of the year prior to the year in which the payment is made;
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