EXHIBIT 10.29
LEASE
THIS LEASE is made as of June 30, 1992 between HEALTH AND
REHABILITATION PROPERTIES TRUST, a Maryland real estate investment trust
("Landlord"), having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, and GCI HEALTH CARE CENTERS, INC., a Delaware corporation,
("Tenant"), having its principal office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxxxxx 00000, with reference to the following facts:
A. Landlord and Samaritan Senior Services of Arizona, Inc., an Arizona
corporation ("Samaritan"), have entered into an Acquisition Agreement, dated as
of may 29, 1992 (as the same may be amended, modified or supplemented from time
to time, the "Acquisition Agreement"), pursuant to which Landlord has agreed to
acquire from Samaritan and simultaneously to lease to Tenant certain parcels of
real property and improvements (together the "Collective Leased Properties",
individually, a "Leased Property") each for use and operation as a licensed
nursing home or other facility offering other related health care products and
services.
B. The transaction contemplated in the foregoing recital provides that
each Leased property will be leased pursuant to a lease which shall incorporate
a Master Lease Document dated as of June 30, 1992 between Landlord and Tenant
(as the same may be amended, modified or supplemented from time to time, the
"Master Lease Document"). This Lease is a Lease referred to in the Master Lease
Document.
In consideration of the foregoing, the parties agree:
1. Incorporation of Master Lease Document. The Master Lease Document is
hereby incorporated herein in its entirety as though each and every part thereof
were set forth in full herein.
2. Description of Leased Property. The Leased Property demised pursuant
to Article 2 of the Master Lease Document is that property located at the
following street address:
0000 X. Xxxxxxx Xxxxxx 000 Xxxx 00xx Xxxxxx
Xxxx, XX 00000 Xxxx, XX 00000
The Land referred to in the master Lease Document is more particularly
described in Schedule A hereto.
3. Purchase Price. Landlord purchased the Leased Property from
Samaritan for the sum of Three Million Forty Four Thousand Seven Hundred Seventy
Six and 12/100 Dollars ($3,044,776.12) (the "Purchase Price").
-2-
4. Fixed Term. The Fixed Term of this Lease is fourteen (14) years,
commencing on July 1, 1992 (the "Commencement Date,") and ending on June 30,
2006.
5. Extended Term. Subject to the provisions of Section 2.4 of the
Master Lease Document, Tenant is hereby granted the right to renew the Lease for
two consecutive optional renewal terms ("Extended Term(s)") as follows: (i) the
"First Extended Term" is for ten (10) years and six (6) months, ending on
December 31, 2016, and (ii) the "Second Extended Term" is for ten (10) years and
six (6) months, ending on June 30, 2027.
6. Rental. The initial Minimum Rent payable pursuant to Section
3.1.1(a) of the Master Lease Document during years (i) one and two of the Fixed
Term is the annual sum of Three Hundred Fifty Thousand One Hundred Forty-Nine
and 25/100 Dollars ($350,149.25) payable in equal monthly installments of Twenty
Nine Thousand One Hundred Seventy Nine and 11/100 Dollars ($29,179.11), (ii)
three through five of the Fixed Term is the annual sum of Three Hundred
Sixty-Five Thousand Three Hundred Seventy-Three and 13/100 dollars ($365,373.13)
payable in equal monthly installments of Thirty Thousands Four Hundred
Forty-Seven and 76/100 Dollars ($30,447.76), and (iii) thereafter, at the rental
provide for in Section 3.1.1(c) of the Master Lease Document. The Minimum Rent
for the Extended Terms shall be at the rental provided for in Section 3.1.1(b)
of the Master Lease Document. During the Term, Minimum Rent shall be subject to
adjustment as provided in Section 3.1.1.(c) of the Master Lease Document.
Landlord will credit against installments of Minimum Rent the amounts determined
in accordance with Section 3.1.1(d) of the Master Lease Document. Tenant shall
also pay Additional Rent pursuant to Section 3.1.2 of the Master Lease Document.
7. Additional Arizona Remedies. Upon the occurrence of an Event of
Default (as defined in Section12.1 of the Master Lease Document), Landlord will
be entitled to pursue any one or more of the following remedies:
(A) Landlord may terminate this Lease and Tenant's right
to possession of the Leased Property by specific
written election.
(B) Landlord may reenter and retake possession of the
Leased Property through judicial process or through
self-help by lock out under A.R.S. ss. 33-361(A).
(C) Landlord may commence a forcible entry and detainer
action for recovery of possession of the Leased
Property and all due and unpaid Rent under A.R.S. ss.
33-361(A).
(D) Landlord may commence an action for ejectment under
A.R.S. ss. 12-1251.
-3-
(E) Landlord may enforce any common law, statutory, or
contractual Landlord's lien under Arizona law. A.R.S.
ss. 33-361(D), or the Lease.
(F) Landlord may commence an action for rent under A.R.S.
ss. 12- 1271.
(G) Landlord may commence, from time to time, an action
to recover any Rent, accelerated Rent, liquidated
damages, or any other sums due to Landlord under this
Lease.
The remedies established in this Section 7 will be in addition to all other
legal remedies available to Landlord under Arizona law and not in lieu of any
other remedies. Landlord and Tenant agree that, unless Landlord has made a
specific written election to terminate the Lease, Landlord will not be deemed to
have elected to terminate the Lease as a result of Landlord's exercise of any of
its remedies outlined in Paragraphs (B) through (G), inclusive. Specifically,
but without limitation, neither the Landlord's acts nor Landlord's re-entry and
retaking of the Lease Property nor the Tenant's surrender of the Lease Property
nor the Landlord's commencement of an action for future rent will result in a
termination of the Lease, absent a written election to terminate by Landlord.
Without limitation of the previous two (2) sentences, the commencement by
Landlord of a forcible entry and detainer action will not, by itself, indicate
Landlord's election to terminate the Lease absent a specific written election by
Landlord in the complaint or in a separate written notice.
8. Non-Exclusivity of Remedies. Landlord's pursuit of the foregoing
remedies will not preclude Landlord's pursuit of any of the other remedies
provided for in this Lease or the Master Lease Document or any other remedies
provided by law or at equity. All remedies are cumulative.
9. Attorney Fees. Tenant agrees to pay all attorney fees incurred by
Landlord in the enforcement of this Lease and in the exercise of any remedies
available to Landlord, and, to the extent permitted by law, Landlord's attorney
fees will be deemed an Additional Charge under this Lease.
10. Severability. If any of Landlord's remedies outlined above are
determined to be unconscionable or unenforceable, Landlord and Tenant intend
that all other remedies will remain enforceable to the fullest extent and that
the enforcement of the unenforceable or unconscionable provision be limited to
the minimum extent necessary to make the unenforceable or unconscionable clause
enforceable.
-4-
11. NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
LANDLORD, DATED OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
THERETO (THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS
AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HEALTH AND
REHABILITATION PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY. NO TRUSTEE,
OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF LANDLORD SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, LANDLORD. ALL PERSONS DEALING WITH LANDLORD IN ANY WAY SHALL LOOK ONLY
TO THE ASSETS OF LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.
[Intentionally left blank.]
-5-
IN WITNESS WHEREOF, the parties have executed this Lease by their duly
authorized officers as of the date first above written.
HEALTH AND REHABILITATION PROPERTIES
TRUST, a MARYLAND real estate
investment trust
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Its: Treasurer
TENANT:
GCI HEALTH CARE CENTER, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Its: Executive Vice President
Property address: 0000 X. Xxxxxxx Xxxxxx
Xxxx, XX 00000
and
000 Xxxx 00xx Xxxxxx
Xxxx, XX 00000
Signature page for Lease
dated as of June 30, 1992
SCHEDULE A
Description of Land
[Legal description]
Omitted Exhibit
---------------
The following exhibit to the Lease has been omitted:
Exhibit Letter Exhibit Title
-------------- -------------
A Description of Land
The registrant agrees to furnish supplementally a copy of the foregoing
omitted exhibit to the Securities and Exchange Commission upon request.
SCHEDULE TO EXHIBIT 10.29
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Lease, which is substantially identical in all material respects to the Lease
filed herewith, is omitted. The following list sets forth the material
differences in the leased premise, purchase price and annual rent.
Annual Annual
Rent for Years 1 Rent for Years 3
Leased Premises Purchase Price and 2 through 5
-------------------------------------------------------------------------------
0000 Xxxxx 00xx Xxxxxx $ 3,194,985.07 $ 367,423.28 $ 383,398.21
Xxxxxxx, XX 00000
