EXHIBIT 10.129
WHEN RECORDED RETURN TO:
XXXXXX X. XXXXXX
XXXXXX FIRM PC
1491 0 XXXXXX XXXXX
XXXXX 000
XXXXXX, XXXXX 00000
LEASE TERMINATION AGREEMENT
THE STATE OF TEXAS ss.
ss. KNOW ALL MEN BY THESE RESENTS:
COUNTIES OF BEE AND SAN PATRICIO ss.
THIS LEASE TERMINATION AGREEMENT (this "AGREEMENT") is made and entered
into effective as of December 1, 2004 by and between COUNSEL NURSING PROPERTIES,
INC., a Delaware corporation ("LESSOR"), and DIVERSICARE LEASING CORP., a
Tennessee corporation ("LESSEE"):
A. Lessor and Lessee are parties to the Lease Agreement (with Option to
Purchase) dated as of May 10, 1994 (the "Lease") for three (3) long term care
facilities identified as follows:
Arkansas Pass Convalescent Center, Arkansas Pass, Texas
("Arkansas Pass");
South Park Manor, Corpus Christi, Texas ("South Park Manor");
and
Hillside Lodge, Beeville, Texas ("Hillside Lodge").
B. The Lease with respect to South Park Manor has previously expired,
and the Lease with respect to the Arkansas Pass and Hillside Lodge properties
(the "Properties") has been leased by Lessee on a month-to-month basis since May
2004.
C. The Properties have been sold by Lessor to Texas LTC Woodridge
Limited Partnership ("LTC Woodridge"), and LTC Woodridge has provided notice to
Lessee that a new operator has been licensed to manage the Properties.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Lessor and Lessee agree
as follows:
1. Termination. Lessor and Lessee hereby affirm that the Lease is
terminated and no longer in effect as of December 1, 2004. Lessee waives and
relinquishes any and all rights it has or may have in and to the Properties,
whether such rights arose or arise pursuant to the terms of the Lease or
otherwise.
2. Vacating Premises. Effective as of December 1, 2004, Lessee will
vacate the premises of the Properties and turn over the management of the
Properties to the duly licensed operator that has been selected by LTC
Woodridge.
3. Effectiveness. The effectiveness of this Agreement shall be subject
to the terms and conditions of that certain Escrow Agreement, dated November 29,
2004, by and among Lessor, Lessee and LTC.
4. Release of Short Form Lease. This Agreement releases that certain
Short Form Lease, dated May 10, 1994, by and between Lessor and Lessee and
recorded in Volume 5 16, Page 244 of the Deed of Records of Bee County, Texas
and Clerk's File No. 422792 of the Official Public Records of San Xxxxxxxx
County, Texas.
[The remainder of this page left intentionally blank]
IN WITNESS WHEREOF, this Agreement is executed as of the date first
listed above.
COUNSEL NURSING PROPERTIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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DIVERSICARE LEASING CORP.,
a Tennessee corporation
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Chief Financial Officer
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PROVINCE OF Ontario ss.
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ss.
PROVINCE OF ss.
--------------------------------
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, the Vice President of COUNSEL NURSING PROPERTIES, INC., a
Delaware corporation, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same on
behalf of said corporation for the purposes and consideration therein expressed
and in the capacity stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 30th day of November
2004.
XXXXXXX XXXXX XXXXXXXXX,
a Commissioner, etc., the City of
Toronto, for Counsel Corporation and /s/ Xxxxxxx Xxxxx Xxxxxxxxx
its subsidiary and ----------------------------------
affiliated companies. Notary Public
Expires February 17, 2005. In and For the Province of Ontario
My Commission Expires: February 17, 2005
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STATE OF ss.
-----------------------------------
ss.
COUNTY OF ss.
---------------------------------
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx Xxxxxx, the Chief Financial Officer of DIVERSICARE LEASING CORP., a
Tennessee corporation, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same on
behalf of said corporation for the purposes and consideration therein expressed
and in the capacity stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 30th day of November
2004.
/s/ Xxxxxx X. Xxxxx
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Notary Public
In and For the State of Tennessee
My Commission Expires: September 20, 2008
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