AMENDMENT TO LEASE AGREEMENT
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This, Amendment to Lease Agreement is made and entered into as of this 30th
day of August, 1991 by and between Phoenix Nursing Home Limited Partnership, an
Illinois limited partnership ("Lessor"), Horizon Healthcare Corporation, a New
Mexico corporation ("Lessee") and Sunrise Healthcare Corporation, a New Mexico
corporation ("Sublessee").
RECITALS:
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A. Lessor and Lessee entered into that certain Lease Agreement (the
"Lease") dated December 18, 1987 for that certain nursing home facility located
in Phoenix, Arizona formerly known as Phoenix Jewish Care Center and now known
as Coronado Care Center (the "Facility");
X. Xxxxxx, Lessee and Sublessee entered into that certain Sublease,
Assumption and Consent Agreement dated May 31, 1990 (the "Sublease") pursuant to
which Lessee subleased the Facility to Sublessee;
C. Phoenix Nursing Home Limited Partnership II, an Illinois limited
partnership (the "New Partnership") has acquired a certain parcel of real estate
adjacent to the Facility and Lessor intends to construct thereon a 65 bed
nursing home facility also to be known as Coronado Care Center (the "New
Facility"). The general partners of Lessor are also general partners of the New
Partnership;
D. Sublessee desires to Lease the New Facility from the New Partnership
and the New Partnership desires to lease the New Facility to Sublessee and the
New Partnership and Sublessee have entered, into that certain Lease Agreement
(the "New Lease") dated August 30, 1991 for said purpose; and
E. In connection with Sublessee's lease of the New Facility pursuant to
the New Lease and the parties desire to have the terms of the Lease and the New
Lease consistent, the parties hereto have agreed to amend the terms of the Lease
subject to the terms herein contained.
NOW, THEREFORE, for and in consideration of the mutual terms, provisions
and conditions herein contained, the receipt, sufficiency and adequacy of which
is hereby acknowledged, and other good and valuable consideration, the parties
hereto agree as follows:
1. The parties hereto acknowledge that the New Partnership and Sublessee
have entered into the New Lease with respect to the New Facility and that there
exist certain differences and inconsistencies between the terms of the New Lease
and the Lease. The parties hereto agree that, from and after the date hereof,
to the extent that any of the terms of the New Lease are different from or
inconsistent with the parallel provisions of the Lease, or require compliance
with higher standards or new requirements, the terms of the Lease are hereby
deemed amended to conform to such provisions of the New Lease.
2. Notwithstanding anything to the contrary contained in paragraph 1
above, the following shall apply to the Lease from and after the date hereof:
(a) Sections 1.1 (a), 1.1 (b), 1.1 (c), 1.1 (d), 2.1, 3.1, 4.1 and
4.2 of the Lease shall remain in full force and effect, unmodified
by the terms of the New Lease or this Amendment;
(b) The reference to the Coronado Lease in Section 3.2 of the New
Lease shall be deemed to refer to the New Lease for the purposes of
the Lease such that Lessee may only exercise its option to extend
the lease term contained in the Lease if it also exercises its
option to extend the lease term contained in the New Lease;
(c) The reference to the Coronado Lease in Section 18.1 of the New
Lease shall be deemed to refer to the New Lease for the purposes of
the Lease, such that Lessee may only request Lessor's consent to an
assignment or sublease pursuant to the Lease if it also requests
Lessor's consent to an assignment or sublease pursuant to the New
Lease; and
(d) Sections 19.1 (1), 28.1 and 31.1 of the New Lease are intended
to apply solely to the Sublessee's obligations under the New Lease
and shall not be deemed part of the Lease.
3. In the event that the terms, provisions and agreements contained
herein conflict with those contained in the Lease, the terms of this
Amendment shall prevail. Any and all terms defined in the Lease and used
herein shall have the same meaning as set forth in the Lease.
4. This Amendment shall amend, modify and alter the terms and
conditions of the Lease to the extent expressly herein provided. Lessor and
Lessee acknowledge and agree, however, that except as expressly amended,
modified or altered herein, the terms, provisions and agreements contained in
the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have made, executed and delivered
this Amendment as of this 30th day of August, 1991.
Lessor:
Phoenix Nursing Home Limited Partnership,
an Illinois limited partnership
By: /s/ Xxx Xxxxxxx , a
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general partner
Lessee:
Horizon Healthcare Corporation, a
New Mexico corporation
By:
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Its: Vice President
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Sublessee:
Sunrise Healthcare Corporation, a
New Mexico corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: President
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