FACILITY SUBLEASE
BETWEEN
LYRIC HEALTH CARE HOLDINGS III, INC.
AND
[INSERT SUBSIDIARY]
DATED AS OF JUNE 23, 1998
FACILITY SUBLEASE
THIS FACILITY SUBLEASE ("Sublease") is dated as of June 23, 1998 and is
entered into between LYRIC HEALTH CARE HOLDINGS III, INC., the address of which
is 00000 Xxx Xxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000 ("Sublessor"), and
[INSERT SUBSIDIARY], the address of which is 00000 Xxx Xxx Xxxxxxxxx, Xxxxxx
Xxxxx, Xxxxxxxx 00000 ("Sublessee").
RECITALS
A. Capitalized terms used and not otherwise defined herein have the
respective meanings given them in the Master Lease, dated as of June 23, 1998
between Monarch Properties, LP ("Monarch") and Sublessor.
B. Sublessee has sold to Monarch a health care Facility located on the Land
described on Exhibit A hereto, and Monarch has leased such Facility and the
related Land, Leased Improvements, Related Rights and Sublessor's Personal
Property (the "Subleased Property") to Sublessor pursuant to the Master Lease.
C. Sublessor now wishes to sublease to Sublessee, and Sublessee wishes to
sublease from Sublessor, the Subleased Property on the following terms and
conditions:
ARTICLE I
1.01 Sublease. Upon and subject to the terms and conditions hereinafter set
forth, and subject to the terms and conditions of the Master Lease, Sublessor
subleases to Sublessee the Subleased Property.
1.02 Term. The term of this Sublease shall commence on the Commencement
Date and end on the Expiration Date, subject to (a) the automatic renewal hereof
if the Master Lease is renewed as provided in Article II of the Master Lease and
(b) Sublessor's right to terminate this Sublease pursuant to Section 2.04
hereof.
1.03 Base Rent. For the first Lease Year, the Base Rent for the Subleased
Property shall be [Insert Amount] ($__________) Dollars, and for each Lease Year
thereafter, the Base Rent for the Subleased Property shall be equal to the sum
of such Base Rent for the preceding Lease Year plus the product of (a) such Base
Rent for the preceding Lease Year multiplied by (b) the lower of (i) twice the
percentage increase in the Cost of Living Index from the last
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month of the preceding Lease Year to the last month of the Lease Year in
question and (ii) three percent (3%).
ARTICLE II
2.01 Subordination to Master Lease. This Sublease is and shall at all times
be subject and subordinate to the Master Lease, and notwithstanding anything
elsewhere herein to the contrary, upon the expiration or earlier termination of
the Master Lease this Sublease shall automatically and simultaneously terminate.
2.02 Incorporation of Terms of Master Lease. In addition to the terms and
conditions set forth herein, and except as expressly modified herein, the terms,
conditions and respective obligations of Sublessor and Sublessee to each other
under this Sublease shall be the terms, conditions and respective obligations of
Lessor and Lessee to each other under the Master Lease, which terms, conditions
and obligations are hereby incorporated herein. Therefore, for purposes of this
Sublease, wherever in the Master Lease the word "Lessor" is used, it shall be
deemed to mean and refer to the Sublessor herein, wherever in the Master Lease
the word "Lessee" is used, it shall be deemed to mean and refer to the Sublessee
herein, and wherever in the Master Lease the words "Facility," "Land," "Leased
Improvements," "Leased Property," "Related Rights," and "Lessor's Personal
Property" are used, they shall be deemed to mean and refer to the Subleased
Property and the components thereof.
2.03 Assumption by Sublessee. During the term of this Sublease, and
thereafter with respect to obligations which have arisen prior to the
termination or expiration of the term of this Sublease, Sublessee expressly
assumes and agrees to pay, perform and comply with for the benefit of Sublessor
and the Lessor under the Master Lease each and every payment and performance
obligation under the Master Lease with respect to Sublessee and the Subleased
Property.
2.04 Event of Default. Any Event of Default under the Master Lease shall
constitute an Event of Default under this Sublease, and upon the occurrence of
any Event of Default under the Master Lease, Sublessor shall have with respect
to Sublessee and the Subleased Property all of the remedies afforded the Lessor
with respect to the Lessee and the Leased Property under the Master Lease.
2.05 Notices. Except as required by law for the posting of notices, all
notices, requests, demands and other communications hereunder must be in writing
and shall be personally served or mailed (by registered or certified mail,
return receipt requested and postage prepaid), or delivered by a national
overnight delivery service such as Federal Express or D.H.L. addressed to the
respective parties as follows:
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If to Sublessor: Lyric Health Care Holdings III, Inc.
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Copy: Xxxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to Sublessee: [Insert Subsidiary]
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Copy: Xxxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Any such mailing, delivery or other permitted service shall be deemed to be
complete on the day of the confirmed receipt or refusal thereof.
2.06 Miscellaneous. This Section supplements (and is not intended to limit)
Section 2.02 hereof.
2.06.1 Survival, Choice of law. Anything contained in this Sublease to the
contrary notwithstanding, all claims against, and liabilities of, Sublessee or
Sublessor arising prior to any date of termination of this Sublease shall
survive such termination. If any late charges provided for in any provision of
this Sublease are based upon a rate in excess of the maximum rate permitted by
applicable law, the parties agree that such charges shall be fixed at the
maximum permissible rate. All the terms and provisions of this Sublease shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. The headings in this Sublease are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. This
Sublease shall be governed by and construed in accordance with the laws of New
York, except as to matters which under the laws of a state, or under applicable
procedural conflicts of laws rules, require the application of laws of the
state.
SUBLESSEE CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE STATE AND FEDERAL
COURTS OF THE STATES OF NEW YORK AND THE STATE IN WHICH THE SUBLEASED PROPERTY
SUBLEASED BY IT IS LOCATED, AND AGREES THAT ALL DISPUTES CONCERNING THIS
AGREEMENT BE HEARD IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW
YORK OR THE STATE IN WHICH THE SUBLEASED PROPERTY SUBLEASED BY IT IS LOCATED.
SUBLESSEE AGREES THAT SERVICE OF PROCESS MAY BE EFFECTED UPON IT UNDER ANY
METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE OF NEW YORK OR THE STATE IN WHICH
THE SUBLEASED PROPERTY
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SUBLEASED BY IT IS LOCATED AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN THE
STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK OR THE STATE IN WHICH THE
SUBLEASED PROPERTY LEASED BY IT IS LOCATED.
2.06.2 Counterparts. This Sublease may be executed in separate
counterparts, each of which shall be considered as original when each party has
executed and delivered to the other one or more copies of this Sublease.
2.06.3 Entire Agreement. There are no oral or written agreements or
representations between the parties hereto affecting this Sublease. This
Sublease supersedes and cancels any and all previous negotiations, arrangements,
representations, brochures, agreements and understandings, if any, between
Sublessor and Sublessee.
2.06.4 Amendments in Writing. Neither this Sublease nor any provision
hereof may be changed, waived, discharged or terminated except by an instrument
in writing signed by Sublessor and Sublessee
2.06.5 Severability. If any provision of this Sublease or the application
of such provision to any person, entity or circumstance is found invalid or
unenforceable by a court of competent jurisdiction, such determination shall not
affect the other provisions of this Sublease and all other provisions of this
Sublease shall be deemed valid and enforceable.
2.06.6 Successors. All rights and obligations of Sublessor and Sublessee
under this Sublease shall extent to and bind the respective heirs, executors
administrators and the permitted concessionaires, successors, subtenants and
assignees of the parties.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties have executed this Facility Sublease by
their duly authorized signing officers as of the day and year first above
written.
LYRIC HEALTH CARE HOLDINGS III, INC.
By:
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Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Senior Vice President
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[INSERT SUBSIDIARY]
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Senior Vice President
--------------------------------------
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