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 effective at the Effective
Time (as defined in Section
1
hereof),
and is by and among HR
ACQUISITION OF SAN ANTONIO, LTD.,
an
Alabama limited partnership (f/k/a Capstone Capital of San Antonio, Ltd. d/b/a
Cahaba of San Antonio, Ltd.) (the “Landlord”), with an address of 0000 Xxxx Xxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, and ESC
IV, L.P. (d/b/a
Texas-ESC IV, L.P.), a Washington limited partnership (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. (Central 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 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.
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
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.
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
IN
WITNESS WHEREOF,
the
parties hereto have executed this instrument effective on the date set forth
above.
LANDLORD:
HR
ACQUISITION
OF SAN ANTONIO,
LTD.,
an
Alabama limited partnership
By: Healthcare
Acquisition of Texas, Inc.,
an
Alabama corporation
its
General Partner
By: /s/
Xxxx X.
Xxxxxx, Xx.
Xxxx
X.
Xxxxxx, Xx.,
Senior
Vice President and General Counsel
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
TENANT:
ESC
IV, L.P.,
a
Washington
limited partnership
By: ESC
X.X.
XX, Inc.,
a
Washington corporation
its
General Partner
By: /s/
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx,
Authorized
Signatory
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
STATE
OF
TENNESSEE
COUNTY
OF
DAVIDSON
BEFORE
ME, the undersigned authority, on this day personally appeared Xxxx X. Xxxxxx,
Xx., known to me to be the person whose name is subscribed to the foregoing
instrument, and known to me to be the Senior Vice President and General Counsel
of Healthcare Acquisition of Texas, Inc., an
Alabama corporation and general partner of HR
ACQUISITION OF SAN ANTONIO, LTD.,
an
Alabama limited partnership, and acknowledged to me that he executed said
instrument for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said limited partnership.
Given
under my hand and seal of office this _14th_ day of March, 2007.
/s/
Xxxxxx X. Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Notary
Public, State of _Tennessee__
My
Commission Expires: 09/25/2010
[NOTARIAL
SEAL]
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
STATE
OF
__Washington_____
COUNTY
OF
__King____
BEFORE
ME, the undersigned authority, on this day personally appeared Xxxx Xxxxxxxxxx,
known to me to be the person whose name is subscribed to the foregoing
instrument, and known to me to be the Authorized Signatory of ESC X.X. XX,
Inc.,
a Washington corporation and general partner of ESC
IV, L.P.,
a
Washington limited partnership, and acknowledged to me that he executed said
instrument for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said limited partnership.
Given
under my hand and seal of office this __10th_ day of March, 2007.
/s/
Xxxxx X Xxxxxxxx
Name: Xxxxx
X Xxxxxxxx
Notary
Public, State of __ Washington ___
My
Commission Expires: 06/15/2010
[NOTARIAL
SEAL]
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
Exhibit
A
to
Lease Termination
Description
of Lease
Lease
Agreement, dated as of December 31, 1996, by and between Capstone Capital of
San
Antonio, Ltd. (d/b/a Cahaba of San Antonio, Ltd.), as lessor, and Integrated
Living Communities of McKinney, Inc., as lessee;
as
amended by First Amendment to Lease Agreement, dated as of December 1, 1997,
by
and between Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San Antonio,
Ltd.), and Integrated Living Communities of McKinney, Inc.;
and
as
assigned by Assignment and Assumption Agreement, dated as of May 9, 2002, by
and
by among between Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San
Antonio, Ltd.), Integrated Living Communities of XxXxxxxx, X.X.
(successor-in-interest to Integrated Living Communities of McKinney, Inc.),
HB-ESC V, L.P., and Xxxxxx X. Xxxx;
and
as
amended by Second Amendment to Lease Agreement, dated as of May 9, 2002, by
and
among Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San Antonio, Ltd.),
HB-ESC V, L.P., and Xxxxxx X. Xxxx;
and
as
assigned by Assignment and Assumption of Lease Agreement (With Consent), dated
as of December 31, 2003, by and by among HR Acquisition of San Antonio, Ltd.
(f/k/a Capstone Capital of San Antonio, Ltd. d/b/a Cahaba of San Antonio, Ltd.),
HB-ESC V, L.P., ESC IV, L.P. (d/b/a Texas-ESC IV, L.P.), Emeritus Corporation,
and Xxxxxx X. Xxxx;
and
as
amended by Third Amendment to Lease Agreement, dated as of June 30, 2005, by
and
among HR Acquisition of San Antonio, Ltd. (f/k/a Capstone Capital of San
Antonio, Ltd.), ESC IV, L.P. (d/b/a Texas-ESC IV, L.P.), Emeritus Corporation,
and Xxxxxx X. Xxxx;
and
as
evidenced by (i) a Short Form Memorandum and Assignment and Assumption of Lease
and Right of First Refusal, dated as of May 9, 2002, by and between Integrated
Living Communities of XxXxxxxx, X.X. (formerly Integrated Living Communities
of
McKinney, Inc.), and HB-ESC V, L.P., recorded at Volume 05169, Page 03797 of
the
Real Property Records of Collin County, Texas and (ii) a Memorandum of a Lease
Agreement, effective June 30, 2005, by and between HR Acquisition of San
Antonio, Ltd. (f/k/a Capstone Capital of San Antonio, Ltd.), and ESC IV, L.P.
(d/b/a Texas-ESC IV, L.P.), recorded at Volume 5958, Page 01366 of the Real
Property Records of Collin County, Texas;
and
as
subject to the Absolute Assignment of Rents and Leases, dated as of May 9,
2002,
by and between Capstone Capital of San Antonio, Ltd. d/b/a Cahaba of San
Antonio,
Xxxxxxxx
Place of McKinney
XxXxxxxx,
Xxxxxx County, Texas
Ltd.,
and
HB-ESC V, L.P., recorded at Volume 05174, Page 02706 of the Real Property
Records of Collin County, Texas;
and
as
subject to the Absolute Assignment of Rents and Leases, dated as of December
31,
2003, by and between HR Acquisition of San Antonio, Ltd. (f/k/a Capstone Capital
of San Antonio, Ltd. d/b/a Cahaba of San Antonio, Ltd.), and ESC IV, L.P. (d/b/a
Texas-ESC IV, L.P.), recorded at Volume 5588, Page 002090 of the Real Property
Records of Collin County, Texas;
and
as
otherwise amended, modified, extended or assigned.
Xxxxxxxx
Xxxxx xx XxXxxxxx
XxXxxxxx,
Xxxxxx Xxxxxx, Xxxxx
