EXHIBIT 10.23
AMENDMENT TO AMS PROPERTIES, INC.
FACILITY LEASES
AMENDMENT dated as of October 31, 1997 between HEALTH AND RETIREMENT
PROPERTIES TRUST (known in Wisconsin as "Health and Rehabilitation Properties
REIT"), a real estate investment trust formed under the laws of the State of
Maryland ("HRP") and AMS PROPERTIES, INC., a Delaware corporation ("AMS
Properties")
W I T N E S S E T H:
WHEREAS, HRP, as landlord, and AMS Properties, as tenant, have entered
into a Master Lease Document, General Terms and Conditions dated as of December
28, 1990, as amended (the "Master Lease"), and have also executed Facility
Leases which incorporate by reference the Master Lease (collectively, the
"Facility Leases") relating to the health care facilities described on Exhibit
A-2 to the Master Lease;
WHEREAS, HRP and AMS Properties have agreed to amend the Facility
Leases as hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing, and of other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, HRP and AMS Properties agree as follows:
SECTION 1. AMENDMENTS TO FACILITY LEASES
1.1 Paragraphs 4 and 5 of the Facility Lease for each Leased Property
is hereby amended in full to read as follows:
4. Fixed Term. The Fixed Term of this Lease is twenty-two (22)
years and thirty four (34) days, commencing on December 28, 1990 (the
"Commencement Date"), and ending on January 31, 2013.
5. Extended Terms. Subject to the provisions of Section 2.4 of
the Master Lease, Tenant is hereby granted the right to renew the Lease
for two (2) 10-year consecutive optional renewal terms for a maximum
term if all such options are exercised of twenty (20) years after the
expiration of the Fixed Term.
1.2 The first sentence of Paragraph 6 of the Facility Lease for each
Leased Property listed on Schedule 1 hereto is hereby amended to provide that
the annual amount of initial Minimum Rent and the amount of each monthly
installment of initial Minimum Rent for such Leased Property are the respective
amounts set forth on Schedule 1 hereto.
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SECTION 2. EFFECT ON FACILITY LEASES
2.1 Except as specifically provided above, the Facility Leases shall
remain in full force and effect and each is hereby ratified and confirmed.
2.2 The amendments set forth herein (i) do not constitute an amendment,
waiver or modification of any term, condition or covenant of any Facility Lease,
or any of the instruments or documents referred to therein, other than as
specifically set forth herein, and (ii) shall not prejudice any rights which HRP
or its successors and assigns may now or hereafter have under or in connection
with Facility Leases, as amended hereby, or any of the instruments or documents
referred to therein.
SECTION 3. EFFECTIVENESS
This Amendment shall become effective as of the date first above
indicated when a counterpart to this Amendment shall have been executed by each
of the parties hereto.
SECTION 4. COSTS, EXPENSES AND TAXES
AMS Properties agrees to pay all costs and expenses of HRP in
connection with the preparation, reproduction, execution and delivery of this
Amendment, including the reasonable fees and expenses of Xxxxxxxx & Worcester
LLP, special counsel to HRP with respect thereto.
SECTION 5. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
SECTION 6. NO LIABILITY OF TRUSTEES
THE DECLARATION OF TRUST OF HRP, DATED OCTOBER 9, 1986, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED
IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT THE NAME "HEALTH AND RETIREMENT PROPERTIES TRUST" REFERS
TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF HRP SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HRP. ALL PERSONS DEALING WITH HRP, IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HRP FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
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IN WITNESS WHEREOF, the parties have executed this amendment as a
sealed instrument as of the date first above written.
LANDLORD:
HEALTH AND RETIREMENT
PROPERTIES TRUST,
a Maryland real estate
investment trust
By:/s/ Xxxxx X. Xxxxxxx
Name:
Title:
TENANT:
AMS PROPERTIES, INC.
By:/s/ X. Xxxxx Day, Jr.
Name: X. Xxxxx Day, Jr.
Title: Assistant Secretary
SCHEDULE 1 TO AMENDMENT
Schedule of Revised Minimum Rent Amounts
Amount of
Aggregate Monthly
Facility Name State Yearly Installment of
Minimum Rent Minimum Rent
Flagship CA $751,478 $62,623.17
Lancaster CA 606,825 50,568.75
Pacific Gardens CA 602,330 50,194.17
Tarzana CA 661,377 55,114.75
Thousand Oaks CA 666,301 55,525.08
Van Nuys CA 257,210 21,434.17
Ceders Health Care CO 822,093 68,507.75
Cherrelyn Manor CO 1,067,690 88,974.17
Greentree Health Care WI 332,343 27,695.25
Pine Manor WI 341,679 28,473.25
Sunny Hill Health Care WI 365,010 30,417.50
The Virginia WI 888,125 74,010.42
Woodland WI 1,587,861 132,321.75
Xxxxxxxxxxx East WI 821,109 68,425.75
$9,771,431.00 $814,285.92
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