EXHIBIT 10.9
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Agreement") is made and entered into as of the
1st day of January, 1993, by and between Grant Park Nursing Home Limited
Partnership, a District of Columbia limited partnership (hereinafter referred to
as the "Lessor") and WelCare Acquisition Corp., 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 mentioned to be kept and performed by the Lessee, does hereby demise
and lease unto the 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 296-bed nursing
home 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 that certain personal
property, fixtures, equipment and supplies used in connection with such real
estate and improvements (the "Property").
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 above-referenced nursing home
known as the Grant Park Care Center, located on the Property, subject to that
certain Mortgage (the "HUD Mortgage") between the Lessor and Quaker Mortgage
Corporation, insured by the U.S. Department of Housing and Urban Development
("HUD"). The HUD Mortgage is attached hereto as Exhibit "B" and incorporated
herein by reference.
2. Term. The term of this Agreement shall commence on the 1st day of
January, 1993, and shall end on the 31st day of December, 2002 unless sooner
terminated; provided, however, that this Agreement shall not be effective until
approved in writing by HUD. Lessee is hereby granted an option to extend this
Agreement for two (2) additional five (5) year periods on substantially the same
terms as provided in this Agreement. 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.
3. Regulatory Agreement. The Regulatory Agreement, dated June 7, 1982, by
and between the Lessor and HUD (the "Regulatory Agreement") is attached hereto
as Exhibit "C" and incorporated herein by reference. To the extent that any
provisions of this Agreement conflict or are inconsistent with the Regulatory
Agreement and the HUD Mortgage, the Regulatory Agreement and HUD Mortgage shall
control.
4. Rental Payments. Rent shall be composed of Base Rent and Additional
Rent.
A. Base Rent. Lessee shall pay to Lessor a minimum Base Rent for the
Property in advance upon the first day of each and every month during the term
of this Agreement which Base Rent shall equal the sum of all of the following:
i. The amount required to pay the monthly debt service
under the HUD Mortgage, including the mortgage insurance
premium, if any; and
ii. One twelfth (1/12) of Ten percent (10%) of the Adjusted
Capital Investment. Adjusted Capital Investment shall
equal the Original Capital Investment (as defined in the
Lessor's Sixth Amended and Restated Limited Partnership
Agreement, as amended (the "Partnership Agreement")) of
the Limited Partners of Lessor less the Original Capital
Investment previously returned to the Limited Partners
of Lessor by way of distribution or return of reserves
or otherwise.
B. Initial Monthly Lessee Payments. If any additional monthly Gross
Revenues (as hereinafter defined) are available after payment of the Base Rent,
Lessee shall retain six percent (6%) of the monthly Gross Revenues derived from
the operation of the Property. In the event that Lessee elects to exercise its
renewal option, Lessee shall retain six percent (6%) of the monthly Gross
Revenues derived from the operation of the Property. "Gross Revenues" shall mean
all revenues derived from operations of the nursing home, determined on an
accrual basis in accordance with generally accepted accounting principles as
applied to the nursing home industry.
C. Additional Rent. If any additional monthly Gross Revenues are
available after payment of (i) the Base Rent; (ii) the Initial Monthly Lessee
Payments; and (iii) all other expenses and costs related to the operation of the
Property, including, without limitation, any amounts withheld by the Lessee as
reserves, then Lessee shall pay to Lessor as Additional Rent fifty percent (50%)
of such remaining monthly Gross Revenues each month during the term
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of this Agreement and Lessee shall pay itself the remaining fifty percent (50%).
D. Payment of Rent. All rent shall be payable at the office of
Lessor or wherever Lessor shall from time to time direct.
E. Abatement and Accrual of Rent Payments. If the Medicaid payments
paid by the District of Columbia for patients cared for on the Property are
partially or totally withheld and not paid for any reason, then the Lease
payments under this section shall xxxxx and accrue and shall not be due and
owing until nine (9) months after full payments are reinstated by the District
of Columbia. Any accrual pursuant to this section shall not be a breach of this
Agreement by Lessee and shall not serve as a "cause" for purposes of termination
of this Agreement by Lessor. If the Medicaid payments by the District of
Columbia are partially or totally withheld then at Lessee's request, Lessor
shall draw on funds from the Operational Reserves and loan said Operational
Reserves to Lessee with repayment to come only from future Medicaid payments.
F. Rent and Lessee Payments Subordinated to HUD Mortgage. No
payments may be made to Lessor as Rent (either as Base Rent or Additional Rent)
or to Lessee if there is a monetary default under the HUD Mortgage.
5. Net Lease. This Agreement 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 Property after the date of this
Agreement, whether for upkeep, maintenance, insurance, taxes, utilities,
federal, state and municipal requirements and other charges of a like nature or
type or otherwise shall be paid by Lessee. 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.
6. Taxes and Assessments. Lessor 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 demised Property 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 leased Property, and which become due and payable.
7. 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 demised Property after the date of this Agreement.
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8. Compliance with Law. Lessee covenants that in the use and occupation of
the demised Property and the buildings, structures, fixtures and improvements
thereon, and the sidewalks adjacent thereto, Lessee will comply with all
authorities in any manner affecting the demised Property or any building,
structures, fixtures and improvements thereon or the use thereof. Lessee further
agrees that it will not permit any unlawful occupation, business or trade to be
conducted on said Property, or any use to be made thereof contrary to any law,
ordinance or regulation as aforesaid with respect thereto.
9. Repairs, Alterations and Additions. The Lessee shall be further obliged
to pay any expense from the Gross Revenues of the Property for repairing any
improvements upon the demised Property, including, without limitation,
extermination and landscaping, and Lessee will make all repairs and replacements
necessary to maintain the same in a good, tenantable and wholesome condition,
complying with all applicable laws, regulations, ordinances and requirements of
all authorities having jurisdiction. Lessor, however, is not hereby relieved of
responsibility of maintenance assumed by it pursuant to the HUD Mortgage and
Regulatory Agreement. Lessee shall pay any costs relative to repair or
replacement of furniture and fixtures from the date of this Agreement, and
Lessor agrees to allow Lessee use of any Replacement Reserves for same upon
proper notice. Lessee shall not remodel, reconstruct, add to, or demolish any
part of the mortgaged property, or subtract from any real estate or personal
property without the consent of HUD.
10. Right of First Refusal. If Lessor receives an offer to purchase the
Property along with the business of Grant Park Care Center (hereafter the
"Facility") which Lessor desires to accept, Lessor shall give Lessee, or its
assigns, the right of first refusal to purchase the Facility at the same price
and on the same terms and conditions as the offer. Lessee shall have sixty (60)
days after receipt of a copy of such offer to purchase the Facility within which
to exercise in writing the foregoing right of first refusal. Failure to so
exercise the right of first refusal within such sixty (60) day period shall be
deemed a waiver thereof and Lessor shall be entitled to accept the offer for the
purchase of the Facility.
11. Insurance. Lessee shall maintain on behalf of Lessor, at all times
during the term of this Agreement, the following insurance limits and coverage
unless the same are less than the limits required by the Lessor's HUD Mortgage
or HUD, in which case, the latter limits shall prevail and automatically
supersede the following:
A. Insurance naming Lessor, Lessee and Lessor's Mortgagee, as their
respective interests may appear, as insureds upon the repair or replacement
basis in an amount of not less than 100% of the then actual cost of replacement,
but without deduction
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for depreciation; co-insurance shall be permitted with deductible provisions not
to exceed $5,000 in any one casualty, against loss or damage by fire, lightning,
windstorm, hail, explosion, riot, riot attending a strike, civil commotion,
aircraft, vehicles and smoke and such other risks as are now or thereafter
included in the uniform standard extended coverage endorsement in common use for
similar structures, including, without limitation, vandalism and malicious
mischief;
B. Business interruption insurance naming Lessee and Lessor as
insureds covering loss of revenues and other income by Lessee or Lessor by
reason of total or partial suspension, or interruption in the operation, of the
Property caused by damage or destruction of the Property, in an amount not less
than the average cash flow from the Property for the six (6) months prior to the
execution of this Agreement;
C. Comprehensive general liability insurance naming Lessor, Lessor's
Mortgagee and Lessee, as their respective interests may appear, as insureds
providing insurance, with deductible provisions not to exceed $5,000, to the
extent of not less than $1,000,000 per occurrence limit of liability for
personal injury and property damage; including, without limitation, loss of use
therefrom occurring on or in any way related to the Property or any part
thereof, with excess coverage or "umbrella" insurance for claims under such
coverage stated above in the amount not less than $1,000,000;
D. Nursing Home Professional liability insurance naming Lessor and
Lessee as insureds providing insurance, with deductible provisions not to exceed
$5,000, to the extent of not less than $1,000,000 per occurrence for malpractice
claims with excess coverage or "umbrella" insurance for claims under such
coverage in the amount of not less than $1,000,000;
E. Automobile liability insurance naming Lessor and Lessee as
insureds to the extent of not less than $500,000 combined single limit for
bodily injury and property damage, including death resulting therefrom, with
excess coverage or "umbrella" insurance for claims under such coverage in the
amount of not less than $1,000,000;
F. Workers compensation insurance naming Lessor and Lessee as
insureds in the maximum amount recoverable pursuant to applicable statutes; and
G. Fidelity bonds for employees as required by law.
All insurance provided for under the foregoing provisions of this
paragraph shall be effected by policies issued by insurance companies of good
reputation and of sound and adequate financial responsibility, licensed and
qualified to do business in the
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District of Columbia. Each of the policies of insurance shall also insure the
respective offices, agents and employees of Lessor and Lessee.
The insurance required under this paragraph may be included in Lessee's
master insurance policy if such inclusion reduces the overall cost of insurance
for this Property. All insurance policies shall contain a provision that such
insurance may not be canceled by the issuer thereof without at least thirty (30)
days advance written notice to Lessor, Lessee and all Mortgagees. In the event
Lessor shall fail or refuse to cooperate with Lessee to procure such insurance,
Lessor shall hold Lessee free, harmless and indemnified with respect to any
liability resulting from such failure to insure provided said liability was not
caused by Lessee's gross negligence or willful misconduct.
12. Other Operating Expenses. Lessee agrees to pay from the Gross Revenues
of the Property all other operational expenses of the Property not heretofore
mentioned.
13. 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 Property in 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.
14. Liens. Lessee will not permit any mechanic's, laborer's, or
materialmen's liens to stand against the demised Property 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 said premises by or at the direction or sufferance of Lessee, but
nothing herein contained shall in any way prejudice the rights of Lessee to
contest to final judgment or decree any such lien. In the event of failure of
the 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 rental payment.
15. No Abatement of Rent. The partial destruction of any building on the
Property by fire or natural elements shall not in any manner affect this
Agreement or the rights and obligations of Lessee hereunder and the rent shall
not xxxxx, diminish or cease during reconstruction. However, should the Lessor
fail to undertake to repair, rebuild or replace any such damage or destruction
within forty-five (45) days after such fire or other casualty, or shall fail to
complete such work diligently, then the terms of this Agreement shall expire at
the option of Lessee, after ten (10) days written notice to Lessor. This Section
15 shall not
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in any way diminish Lessee's rights to abatement and accrual of rent under
Section 4.E. hereof.
16. Damage or Destruction. If the Property 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
to the Lessor, and, at its option, may be applied to the debt or released for
the repairing or rebuilding of the Property.
17. Condemnation. If the demised Property shall be condemned or taken in
its entirety for a public or quasi-public use, all compensation therefore shall
be paid to and become the property of Lessor subject to the terms of the HUD
Mortgage and the Regulatory Agreement, and this Agreement and all obligations
hereunder shall terminate as of the date of taking. If only a portion of the
demised Property 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 the Lessor subject to the terms of the HUD Mortgage and the
Regulatory Agreement, and this Agreement shall continue without modification,
unless and except that if so much or such portion of the Property be taken that
the taking shall materially interfere with the efficient operation of its
business by Lessee on the Property, the judgment of the Lessee as to the
materiality of such interference being conclusive, then at any time within sixty
(60) days after taking of such portion of the Property, Lessee may terminate
this Agreement by serving upon the Lessor written notice of its intention to do
so. In the event this Agreement is so terminated, then any and all awards or
compensation arising from such condemnation or taking shall be paid to and
become the sole property of the Lessor subject to the terms of the HUD Mortgage
and the Regulatory Agreement, and all obligations hereunder shall cease as of
the date of such termination. Nothing contained herein shall be construed to
preclude the 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 stock, trade fixtures,
furniture and other personal property belonging to the Lessee; provided,
however, that no such claim shall diminish or otherwise adversely affect the
Lessor's award.
18. Reduction of Bed Capacity. Lessee shall not voluntarily reduce the bed
capacity of the Property without the prior written consent of HUD.
19. Assignment and Subletting. Lessee may not assign or encumber this
Agreement or its rights hereunder without first obtaining the written consent of
Lessor and HUD. 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
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and conditions herein undertaken by Lessee. Lessee shall not have the right to
sublet the operation of the leased Property or any portion thereof, at any time
during the term of this Agreement without first obtaining the written consent of
the Lessor and HUD.
20. Holding Over. In the event Lessee continues to occupy the Property
after the last day of the term hereby created, or after the last day of any
extension of said term, and the Lessor elects to accept rent thereafter, a
tenancy from month to month only shall be created and to for any longer period
without the written concurrence of Lessee.
21. Abandonment and Reletting. If Lessee shall abandon or vacate said
Property, 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, the HUD Mortgage and the Regulatory Agreement.
If a sufficient sum shall not be thus realized monthly after paying the expense
of such re-letting and collecting, to satisfy the rent hereby reserved, Lessee
agrees to satisfy and pay all deficiencies during each month of the remaining
period of this Agreement.
22. Subrogation Waiver. Lessor hereby waives any and all claims against
Lessee, its assignees or sub-lessee for damage or destruction of any
improvements on the leased Property (whether or not resulting from the fault or
negligence of Lessee, its assignees or sub-lessee or their agents or employees)
which improvements are to be covered by said insurance by Lessee and the parties
agree that said certificate of insurance 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 provided by Lessee, but paid for by Lessor.
23. Default, Certain Termination and Remedies.
A. Lessee Defaults. If Lessee defaults in the payment of the above
rent, or any part thereof, or in any of the covenants herein contained to be
kept by the Lessee, and such default shall continue for a period of ninety (90)
days, it shall be lawful for Lessor at any time after said ninety (90) days, at
its election and without notice to declare said term ended and to reenter said
Property or any part thereof, with or without process of law, and to remove
Lessee or any persons occupying the same, without prejudice to any remedies
which might otherwise be used for arrears of rent, and Lessor shall have a valid
and first lien upon all personal property which Lessee owns or may hereafter
acquire or have any interest in, whether exempt by law or not, as security for
payment of the rent herein reserved. Lessor may only relet the Facility in
accordance with Section 20 hereof.
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B. Lessee's Right to Terminate. Lessee has the right to terminate
this Agreement, without further obligation to Lessor (including the payment of
rent), upon thirty (30) days written notice to Lessor, if Lessee, in its sole
judgment, concludes that the reimbursement of costs to patients at the Facility
under the Medicaid or the Medicare programs are insufficient for it to make a
reasonable profit. At the expiration of the thirty (30) day notice period,
Lessee shall abandon the Facility to the Lessor and shall only be responsible to
pay Lessor monies owed pursuant to this Agreement, if any, prior to its
abandonment and termination pursuant to this Section 22.
C. Certain Termination. Lessor may terminate this Agreement, subject
to Lessee's rights under Section 10 hereof, upon the sale of the Property after
giving Lessee ninety (90) days prior notice of the sale (the "Termination
Notice") and upon the payment of a Termination Fee on the date the Termination
Notice is given equal to the total Initial Monthly Lessee Payments and
Additional Rent payments paid to Lessee during the most recent 12 months prior
to the date the Termination Notice is delivered.
24. Remedies Cumulative. The remedies conferred by this Agreement upon
Lessor and Lessee are not intended to be exclusive, but are cumulative and in
addition to all remedies otherwise afforded by law.
25. Successors. This Agreement 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 Agreement.
26. Lessor's Title. Lessor's title is, and always shall be, paramount to
the title and interest of Lessee, and nothing herein contained shall empower the
Lessee to do any act which can or shall encumber the title of the Lessor. Lessee
agrees to subordinate its interest in this Agreement to the HUD Mortgage that
encumbers the demised Property. If Lessee fails to execute such subordination
within a reasonable time, Lessor is hereby granted a limited Power of Attorney
to execute same in name of Lessee. This Agreement (and Lessee's interest in all
personal property) shall be subject and subordinate to the HUD Mortgage securing
the Note to Quaker Mortgage Corporation or other obligations endorsed for
insurance by HUD. Nothing contained herein shall relieve the Lessor of any
obligations under the HUD Mortgage securing any Note insured by HUD.
27. Books and Financial Statements. Lessee shall deliver to Lessor at the
end of each fiscal year, or more often as requested by Lessor, the books of its
operations. In addition, Lessee shall on or before the end of each calendar
month, provide to Lessor a balance sheet and a profit and loss statement showing
the results of operation of the Property for the past calendar month.
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28. License. Lessee at all times shall maintain in force and effect a
license from the District of Columbia to operate a nursing home, and shall at
all times employ a duly qualified administrator to operate the Home.
29. Employees. Lessor 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 Property.
All employees shall be employees of the Lessor and the Property and shall not be
employees of the Lessee but Lessee shall lease the employees from Lessor and the
Property for the employees' cost to Lessor.
30. Notice of Action Against License. Notwithstanding any other provision
of this Agreement to the contrary, Lessee shall inform Lessor immediately by
hand delivery, telephone or telegraph of any action taken, commenced or
instituted by any state or federal authority having jurisdiction over the
Property 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 33.A. below.
31. Deed in Lieu of Foreclosure. In the event of a Deed in Lieu of
Foreclosure, this Agreement may be terminated at the option of the Secretary of
HUD, with or without fault.
32. Surrender of Possession. Lessee shall, on or before the last day of
the term of this Agreement, surrender possession of the Property to Lessor, free
and clear of sub-tenancies not specifically agreed upon by Lessor, clean and in
good condition and repair, ordinary wear and tear excepted. The Property, upon
the surrender of possession, shall be in compliance with all local codes and
regulations, notwithstanding that such codes and regulations may not have
applied to Lessee during the term of this Agreement.
33. 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 Property by Lessee.
34. 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 overnight delivery service (i.e., U.P.S. or Federal
Express) addressed as follows:
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TO LESSOR:
Grant Park Nursing Home Limited Partnership
0000 Xxxxxx Xxxxx Xxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: J. Xxxxxxx Xxxxx
TO LESSEE:
WelCare Acquisition Corp.
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxx
WITH A COPY TO:
Nelson, Mullins, Xxxxx & Scarborough
000 Xxxxxx Xxxxxx, Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx
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 Agreement by giving notice thereof in accordance with the
provisions set forth for notices above.
C. Understanding and Agreements. This Agreement constitutes all of
the understandings and agreements of whatever nature or kind existing between
the parties with respect to the subject matter hereof. This Agreement may be
modified upon agreement by both parties if required to do so by HUD and any
other regulatory agencies that have authority over the Property.
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 Agreement.
E. Approval or Consent. Whenever, under any provision of this
Agreement, 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 Agreement be declared
invalid for any reason, such decision shall not affect or impair the validity of
the remaining part or parts hereof, and this Agreement shall remain in full
force and effect as to all parts not
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declared invalid or unenforceable as if the same had been executed with the
invalid or unenforceable portion(s) thereof eliminated.
G. Applicable Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the District of Columbia
(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 Agreement.
I. Amendment or Modifications. This Agreement shall not be amended
or modified without the prior written consent of the parties hereto.
J. Time. Time is of the essence of this Agreement.
K. Binding. This Agreement 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 Agreement may be executed in one of more
counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of
the date first set forth above.
LESSOR:
GRANT PARK NURSING HOME, LIMITED
PARTNERSHIP, a District of Columbia limited
partnership, by its managing general
partner, WelCare Service Corporation - Grant
Park
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
J. Xxxxxxx Xxxxx,
President
LESSEE:
WELCARE ACQUISITION CORP., a Georgia
Corporation
By: /s/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx,
Vice President
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