Back to 10-Q
Back
to 10-Q
This
instrument was prepared by:
Xxxxx
X.
Xxxxx
Baker,
Donelson, Bearman,
Xxxxxxxx
& Xxxxxxxxx, P.C.
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
Xxxxxxxxx 00000
THIS
LEASE TERMINATION AGREEMENT
(the
“Termination”) is dated as of March ___, 2007, and is effective at the Effective
Time (as defined in Section
1
hereof),
and is by and among HR
ACQUISITION I CORPORATION, a
Maryland corporation, HR
ACQUISITION OF PENNSYLVANIA, INC.,
a
Pennsylvania corporation (f/k/a Capstone Capital of Pennsylvania, Inc.), and
HRT
HOLDINGS, INC.,
a
Delaware corporation (collectively
the “Landlord”), with an address of 0000 Xxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxx 00000, and EMERITUS
CORPORATION,
a
Washington corporation,
(the
“Tenant”), with an address of 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000.
PRELIMINARY
STATEMENTS
A. Pursuant
to that certain Lease Agreement identified on Exhibit
A
attached
hereto (the “Lease”), Tenant leased from Landlord the premises more particularly
described as the “Leased Property” in the Lease (the “Premises”).
B. In
conjunction with the conveyance of the Premises by Landlord to Tenant, Landlord
and Tenant wish to agree and consent to the termination of the Lease.
TERMS
NOW,
THEREFORE,
in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the mutual promises contained in this Termination, the
parties, intending to be legally bound, agree as follows:
1. Landlord
and Tenant hereby agree and consent to the termination of the Lease, effective
as of ______ __.m. (Eastern Time) on the date hereof (the “Effective Time”);
provided, however, that Tenant is not released from any liabilities, duties
or
obligations under the Lease that arose or accrued prior to the Effective Time,
including, without limitation, the obligation, responsibility or liability
for
the payment to Landlord or any other person or entity for any losses,
liabilities, damages, injuries, penalties, fines, costs, expenses, claims and
other amounts of any and
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
every
kind whatsoever (including, without limitation, reasonable attorneys’ fees and
expenses) that
relate to (a) the Lease; (b) Tenant’s occupancy of the Premises or the
improvements thereon; (c) the use
or
enjoyment of any appurtenances, easements, rights and privileges belonging
to
the Premises by Tenant or its invitees, officers,
contractors, subcontractors, agents, representatives or employees;
or (d)
causes
of
action, claims, suits, actions or other proceedings (i) pending at the Effective
Time or (ii) filed or made at or after the Effective Time and relating to
events
occurring or liabilities or obligations arising or accruing prior to the
Effective Time.
2. Tenant
hereby releases and forever discharges Landlord from all known or unknown causes
of action, claims, suits, actions, demands or other proceedings of any kind
that
Tenant has as of the Effective Time or may have after the Effective Time on
account of or in any way arising out of or related to the Lease or the
Premises.
3. This
Termination shall be construed and interpreted in accordance with the laws
of
the State in which the Premises are located.
4. This
Termination shall inure to the benefit of the successors and assigns of the
parties hereto.
5. This
Termination may be executed in any number of counterparts, each of which shall
be deemed an original hereof and all of which together shall constitute but
one
Termination. In the event of any conflict between the terms of this Termination
and the terms of the Lease, the terms of this Termination shall govern and
shall
be controlling.
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
IN
WITNESS WHEREOF,
the
parties hereto have executed this instrument effective on the date set forth
above.
LANDLORD:
HR
ACQUISITION I CORPORATION,
a
Maryland
corporation
By: /s/
Xxxx
X.
Xxxxxx, Xx.
Xxxx
X.
Xxxxxx, Xx.
Senior
Vice President and General Counsel
[CORPORATE
SEAL]
STATE
OF
TENNESSEE )
):ss
COUNTY
OF
DAVIDSON )
The
foregoing instrument was acknowledged before me, a Notary Public, on this _14
day of March,
2007, by
Xxxx X. Xxxxxx, Xx., as Senior Vice President and General Counsel of
HR
ACQUISITION I CORPORATION,
a
Maryland
corporation, on
behalf
of said corporation.
/s/
Xxxx Xxxx Xxxxxxxxx
Notary
Public
Commission
Expires: 08/08/2010
(Seal)
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
HRT
HOLDINGS, INC.,
a
Delaware corporation
By: /s/
Xxxx
X.
Xxxxxx, Xx
Xxxx
X.
Xxxxxx, Xx.
Senior
Vice President and General Counsel
[CORPORATE
SEAL]
STATE
OF
TENNESSEE )
):ss
COUNTY
OF
DAVIDSON )
The
foregoing instrument was acknowledged before me, a Notary Public, on this _14
day of March,
2007, by
Xxxx X. Xxxxxx, Xx., as Senior Vice President and General Counsel of
HRT
HOLDINGS, INC.,
a
Delaware
corporation, on
behalf
of said corporation.
/s/
Xxxx Xxxx Xxxxxxxxx
Notary
Public
Commission
Expires: 08/08/2010
(Seal)
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
HR
ACQUISITION OF PENNSYLVANIA, INC.,
a
Pennsylvania corporation
By: /s/
Xxxx
X.
Xxxxxx, Xx.
Xxxx
X.
Xxxxxx, Xx.
Senior
Vice President and General Counsel
[CORPORATE
SEAL]
STATE
OF
TENNESSEE )
):ss
COUNTY
OF
DAVIDSON )
The
foregoing instrument was acknowledged before me, a Notary Public, on this ___
day of March,
2007, by
Xxxx X. Xxxxxx, Xx., as Senior Vice President and General Counsel of
HR
ACQUISITION OF PENNSYLVANIA, INC.,
a
Pennsylvania
corporation, on
behalf
of said corporation.
/s/
Xxxx Xxxx Xxxxxxxxx
Notary
Public
Commission
Expires: 08/08/2010
(Seal)
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
TENANT:
EMERITUS
CORPORATION,
a
Washington corporation
By: /s/
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx,
Director
of Real Estate and Legal Affairs
[CORPORATE
SEAL]
STATE
OF
__Washington ___ )
):ss
COUNTY
OF
__King________ )
The
foregoing instrument was acknowledged before me, a Notary Public, on this ___
day of March,
2007, by
Xxxx Xxxxxxxxxx, as Director of Real Estate and Legal Affairs of EMERITUS
CORPORATION,
a
Washington
corporation, on
behalf
of said corporation.
/s/
Xxxxx X. Xxxxxxxx
Notary
Public
Commission
Expires: 06/15/2010
(Seal)
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
EXHIBIT
A
Lease
Agreement, dated May 1, 2003, by and between HR Acquisition I Corporation,
Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc., as lessor,
and
Emeritus Corporation, as lessee;
as
amended by First Amendment to Lease Agreement, dated as of June 30, 2005, by
and
between HR Acquisition I Corporation, HR Acquisition of Pennsylvania, Inc.
(f/k/a/ Capstone Capital of Pennsylvania, Inc.), and HRT Holdings, Inc., and
Emeritus Corporation;
and
as
evidenced by (i) a Memorandum of a Lease Agreement, dated May 1, 2003, by and
between Capstone Capital of Pennsylvania, Inc. and HRT Holdings, Inc., and
Emeritus Corporation, recorded at Instrument No. 200306273 in the Office of
the
Recorder of Deeds for Columbia County, Pennsylvania, as amended by an Amendment
to Memorandum of Lease Agreement, dated as of June 30, 2005, by and between
HR
Acquisition of Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania,
Inc.), and Emeritus Corporation, recorded at Instrument No. 200508723 in the
Office of the Recorder of Deeds for Columbia County, Pennsylvania, (ii) a
Memorandum of a Lease Agreement, dated April 28, 2003 and effective May 1,
2003,
by and between Capstone Capital of Pennsylvania, Inc. and Emeritus Corporation,
recorded at Book 697, Page 2652 in the Office of the Recorder of Deeds for
Cumberland County, Pennsylvania, as amended by an Amendment to Memorandum of
Lease Agreement, dated as of June 30, 2005, by and between HR Acquisition of
Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania, Inc.), and Emeritus
Corporation, recorded at Book 720, Page 128 in the Office of the Recorder of
Deeds for Cumberland County, Pennsylvania, (iii) a Memorandum of a Lease
Agreement, dated April 28, 2003, effective May 1, 2003, by and between Capstone
Capital of Pennsylvania, Inc. and Emeritus Corporation, recorded at Record
Book
4921, Page 105 in the Office of the Recorder of Deeds for Dauphin County,
Pennsylvania, as amended by an Amendment to Memorandum of Lease Agreement,
dated
as of June 30, 2005, by and between HR Acquisition of Pennsylvania, Inc. (f/k/a
Capstone Capital of Pennsylvania, Inc.), and Emeritus Corporation, recorded
at
Record Book 6162, Page 406 in the Office of the Recorder of Deeds for Dauphin
County, Pennsylvania, (iv) a Memorandum
of a Lease Agreement, recorded at Lease No. 200317547 in the Office of the
Recorder for Portage County, Ohio, as amended by an Amendment to Memorandum
of
Lease Agreement, dated as of June 30, 2005, by and between HR Acquisition I
Corporation and Emeritus Corporation, recorded at Lease No. 200517310 in the
Office of the Recorder for Portage County, Ohio, (v)
a
Memorandum of a Lease Agreement, dated May 1, 2003, by and between HRT Holdings,
Inc. and Emeritus Corporation, recorded at Instrument No. 200311235 in the
Office of the Clerk of the Circuit Court for Roanoke County, Virginia, as
amended by an Amendment to Memorandum of Lease Agreement, dated as of June
30,
2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
at
Instrument No. 200511174 in the Office of the Clerk of the Circuit Court for
Roanoke County, Virginia, (vi) a Memorandum of a Lease Agreement, dated May
1,
2003, by and between HR Acquisition I Corporation (f/k/a Capstone Capital
Corporation) and Emeritus Corporation, recorded at Book 5819, Page 2461 in
the
Office of the Register of Deeds for Guilford County, North Carolina, as amended
by an Amendment to Memorandum of Lease
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
Agreement,
dated as of June 30, 2005, by and between HR Acquisition I Corporation and
Emeritus Corporation, recorded at Book 6352, Page 1327 in the Office of the
Register of Deeds for Guilford County, North Carolina, (vii) a Memorandum of
a
Lease Agreement, dated May 1, 2003, by and between HRT Holdings, Inc. and
Emeritus Corporation, recorded at Deed Book 2271, Page 474 in the Office of
the
Clerk of the Circuit Court for Rockingham County, Virginia, as amended by an
Amendment to Memorandum of Lease Agreement, dated as of June 30, 2005, by and
between HRT Holdings, Inc. and Emeritus Corporation, recorded at Deed Book
2697,
Page 219 in the Office of the Clerk of the Circuit Court for Rockingham County,
Virginia, and (viii) a Memorandum of a Lease Agreement, dated May 1, 2003,
by
and between HRT Holdings, Inc. and Emeritus Corporation, recorded at Instrument
No. 03-2692 in the Office of the Clerk of the Circuit Court for the City of
Danville, Virginia, as amended by an Amendment to Memorandum of Lease Agreement,
dated as of June 30, 2005, by and between HRT Holdings, Inc. and Emeritus
Corporation, recorded at Instrument No. 05-3328 in the Office of the Clerk
of
the Circuit Court for the City of Danville, Virginia;
and
as
subject to (i) the Assignment of Rents and Leases, dated as of May 1, 2003,
by
and between HR Acquisition I Corporation, Capstone Capital of Pennsylvania,
Inc., and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument
No. 200306275 in the Office of the Recorder of Deeds for Columbia County,
Pennsylvania, (ii) the Assignment of Rents and Leases, dated April 28, 2003
and
effective May 1, 2003, by and between HR Acquisition I Corporation, Capstone
Capital of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
recorded at Book 697, Page 2657 in the Office of the Recorder of Deeds for
Cumberland County, Pennsylvania, (iii) the Assignment of Rents and Leases,
dated
April 28, 2003 and effective May 1, 2003, by and between HR Acquisition I
Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
and
Emeritus Corporation, recorded at Record Book 4921, Page 128 in the Office
of
the Recorder of Deeds for Dauphin County, Pennsylvania, (iv) the Assignment
of
Rents and Leases, dated as of May 1, 2003, by and between HR Acquisition I
Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
and
Emeritus Corporation, recorded at Mortgage No. 200317549 in the Office of the
Recorder for Portage County, Ohio, (v) the Assignment of Rents and Leases,
dated
as of May 1, 2003, by and between HR Acquisition I Corporation, Capstone Capital
of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
recorded at Instrument No. 200311238 in the Office of the Clerk of the Circuit
Court for Roanoke County, Virginia, (vi) the Assignment of Rents and Leases,
dated as of May 1, 2003, by and between HR Acquisition I Corporation (f/k/a
Capstone Capital Corporation), Capstone Capital of Pennsylvania, Inc., and
HRT
Holdings, Inc., and Emeritus Corporation, recorded at Book 5819, Page 2483
in
the Office of the Register of Deeds for Guilford County, North Carolina, and
(vii) the Assignment of Rents and Leases, dated as of May 1, 2003, by and
between HR Acquisition I Corporation, Capstone Capital of Pennsylvania, Inc.,
and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument No.
03-2694 in the Office of the Clerk of the Circuit Court for the City of
Danville, Virginia;
and
as
otherwise amended, modified, extended or assigned.
Loyalton
at Ravenna
Ravenna,
Portage County,
Ohio
