EXHIBIT 10.11
LEASE AGREEMENT
(Xxxxxx Xxxxx)
THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Lease") is made and
entered into as of the 20th day of December, 1994, by and between Xxxxxx Xxxxx
Limited Partnership, a Georgia limited partnership (hereinafter referred to as
the "Lessor") and WelCare/Ashton Properties, Inc., a Georgia corporation
(hereinafter referred to as the "Lessee").
W I T N E S S E T H :
Lessor for and in consideration of the covenants and agreements
hereinafter described to be kept and performed by Lessee, does hereby demise and
lease unto Lessee the following described property and premises: that certain
real property, more particularly described on Exhibit "A" attached hereto and
incorporated herein by reference, improved with a 157-bed nursing home facility
known as Xxxxxx Xxxxx Convalescent 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 the personal property, fixtures, equipment and supplies used in
connection with such real estate and improvements (the "Premises");
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 commence on January 1,
1995, and shall end on the 31st day of December, 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 Base 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 Base 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 Base 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. 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. Rent. Lessee shall pay to Lessor the amounts set forth on Exhibit
"B" as rent for the Premises in arrears upon the last day of each and every
month during the term of this Lease (the "Rent").
B. Payment of Rent. Lessor and Lessee acknowledge and agree that
this Lease and all Rent payable hereunder may be assigned as additional
collateral for a mortgage loan or loans to Lessor. In such event, Lessor and
Lessee mutually agree that, if required by the lender (the "Mortgagee") pursuant
to such mortgage loan (the "Mortgage"), all payments of Rent shall be made to a
lockbox or another account designated by Mortgagee (a "Lockbox Account") and
Mortgagee is hereby authorized by Lessor and Lessee to debit such account each
month for the amount equal to the monthly debt service payments due pursuant to
the promissory note secured by the Mortgage. Payments so made by the Lessee
shall be credited as payments of Rent made under this Lease and shall satisfy
the obligations of Lessee hereunder, to the extent so paid. If payments of Rent
are not made a Lockbox Account for the benefit of Mortgagee, then such payments
shall be made to Lessor at Lessor's address as provided in Section 31 of this
Lease or such other address as Lessor shall specify pursuant to Section 31 at
least thirty (30) days prior to a payment date.
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, subject to the
other terms of this Lease including, but not limited to, the provisions for the
Premises Improvement Capital Account. 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 any 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, Lessee 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.
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8. Repairs, Alterations and Additions.
A. General. Lessee shall be further obliged to pay any expense from
the Gross Revenues of the Premises for repairing any improvements upon the
Premises, including, without limitation, extermination and landscaping, and
Lessee shall make all reasonable repairs 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 subject to Lessor's contribution to the
Premises Improvement Capital Account as provided herein. Lessor, however, is not
hereby relieved of responsibility of maintenance assumed by it pursuant to the
Mortgage or as provided below. 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. Capital Improvements Reserve. Lessee shall be obligated to fund
up to One Million Dollars ($1,000,000.00) of capital improvements at the
Facility. Lessee shall establish on Lessor's behalf a capital improvements
reserve of One Million Dollars ($1,000,000.00) with SouthTrust Bank of Alabama,
N.A. ("SouthTrust") as Escrow Agent (the "Capital Improvements Reserve"), which
shall be administered by Lessee and used for the benefit of the Premises.
SouthTrust shall have a lien on this account as provided by the Assignment and
Pledge of Deposit Account (Capital Improvements) between Lessor and SouthTrust.
C. Premises Improvement Capital Account. Due to the age and
condition of the Facility's existing physical plants, Lessor shall fund, from
time to time, amounts as reasonably determined by Lessee to be necessary for
capital improvements and deferred maintenance at the Premises. Such amounts
funded by Lessor shall be placed in an account established by Lessee to fund
such capital improvements, deferred maintenance and other capital needs for the
upkeep, modernization, or expansion of the Premises (the "Premises Improvement
Capital Account"). Lessor's obligation to fund the Premises Improvement Capital
Account shall not exceed $78,500.00 per year ($500.00 per year per licensed bed
in the Facility located on the Premises) (the "Yearly Improvements Deposit").
The Yearly Improvements Deposit shall be payable upon the written request of
Lessee and shall be paid into the Premises Improvement Capital Account within
thirty (30) days after such prior written notice is provided by Lessee to
Lessor. The Premises Improvement Capital Account shall be solely administered
and controlled by Lessee and shall be used as set forth above or otherwise for
the benefit of the Premises as determined by the Lessee in its sole discretion.
9. Insurance. Lessee shall maintain insurance as required by the Mortgage
and substantially as follows:
(a) Professional liability insurance in at least the amount of
$1,000,000 per occurrence, $2,000,000 aggregate with a $10,000,000 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, $2,000,000 aggregate, with a $10,000,000 umbrella. All such
liability insurance shall name each of Lessor and Mortgagee as an additional
insured;
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(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,
subsidence and, if requested by Lessor, earthquake;
(d) Business income insurance (including rental value if the
Facility is leased in 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
directed 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 thirty (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 directed
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 sole 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 collect any amounts payable under any insurance policy. Lessee agrees
and acknowledges that the application of insurance proceeds shall be governed by
Section 4.4 of that certain Loan Agreement of even date herewith between
Mortgagee and Lessor.
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.
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 ordinary wear
and tear, loss by fire, casualty and causes beyond Lessee's control are
excepted.
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
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nothing herein contained shall in any way prejudice the rights of Lessee to
contest any such lien to final judgment or decree. In the event of failure of
Lessee to procure the discharge of any such lien 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 compensation therefore shall be
paid to Mortgagee to be used to pay the Mortgage as provided in the Mortgage and
any remaining funds shall 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 taking 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
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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 or use 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 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 realized 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-lessees for damage or destruction of any
improvements on the Premises (whether or not resulting from the fault or
negligence of Lessee, its assignees or sub- lessees 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.
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D. Right to Terminate Lease. If a Monetary Default shall occur and
continue, Lessor shall have the immediate right to terminate this Lease upon
written notice to Lessee.
E. 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 pertaining 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 any rents
payable by reason of such reletting consistent with Section 18, hereof.
F. 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. 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.
22. 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.
23. 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.
24. 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
copies of the books of its operations of the Facility. Lessee shall provide to
Lessor the financial statements required by the Mortgage.
25. 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 or lease a duly qualified administrator to
operate the Facility.
26. 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 such 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.
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27. Notice of Action Against License. Notwithstanding any other provision
of this Lease 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 31.A. below.
28. Surrender of Possession. Lessee shall, on or before the last day of
the term of this Lease, surrender possession of the Premises to Lessor, free and
clear of sub-tenancies not specifically agreed upon by Lessor, reasonably clean
and in reasonably good condition and repair, ordinary wear and tear excepted.
29. Quiet Enjoyment. If and so long as Lessee is not in default hereunder,
Lessor agrees that it will not interfere with the peaceful and quiet occupation
and enjoyment of the Premises by Lessee.
30. 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.
31. 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:
Xxxxxx Xxxxx Limited Partnership
00000 Xxxxxxxxxx Xxxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxx, President
TO LESSEE:
WelCare/Ashton Properties, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: J. Xxxxxxx Xxxxx, President
WITH A COPY TO:
Xxxxxx Xxxxxxx Xxxxx & Scarborough
0000 Xxxxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx
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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 Agreements. 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.
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 Georgia (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.
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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the
date first set forth above.
LESSOR:
XXXXXX XXXXX LIMITED PARTNERSHIP,
a Georgia limited partnership
By: Xxxxxx Xxxxx Investors, Inc.,
Its General Partner
By: /s/ Xxxx X. Xxxx
-----------------------------------
Xxxx X. Xxxx, President
LESSEE:
WELCARE/ASHTON PROPERTIES, INC.,
a Georgia corporation
By: /s/ J. Xxxxxxx Xxxxx
-----------------------------------
J. Xxxxxxx Xxxxx, President
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EXHIBIT A
LEGAL DESCRIPTION
XXXXXX XXXXX
All that tract or parcel of land lying and being in Land Xxxx 000 xxx 000,
00xx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx and being more particularly described as
follows:
Beginning at an iron pin found (1/2" rebar) at the corner common to Land
Xxxx 000, 000, 000 xxx 000, xxxx xxxxxxxx and county; thence along the west line
of Land Lot 307, N 01(degree) 03' 42" E, 379.38' to an iron pin found (1/2" open
top pipe); thence leaving said Land Lot line, N 89(degree) 49' 00" E, 307.92' to
an iron pin found (1/2" crimp top pipe); thence S 01(degree) 06' 21" W, 706.84'
to an iron pin found (3/4" crimped top pipe); thence S 89(degree) 49' 00" W,
309.85' to an iron pen set (1/2" rebar) on the west line of Land Lot 300; thence
along said Land Lot line, N 01(degree) 29' 42" E, 327.51' to the point of
beginning.
Said tract contains 5.00 acres.
TOGETHER WITH all right, title, claim, interest or demand in and to the
following:
1. Easement for Construction and Maintenance of Sanitary Sewer from the
City of Xxxxxxxx to Woodhaven Nursing center, Inc., dated March 19,
1 965, recorded in deed Book 1 983, page 534, DeKaIb County,
Georgia, Deed Records.
2. Easement for Construction and Maintenance of Sanitary Sewer from the
City of Xxxxxxxx to Woodhaven Nursing Center, Inc., dated May 26, 1
965, recorded in Deed Book 1992, page 524, aforesaid records.
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EXHIBIT B
Monthly Lease Payment $67,935.51
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