SECOND AMENDMENT TO LEASE
(ALLENTOWN FACILITY)
This Second Amendment to Lease ("Amendment")
is dated as of February 13, 1996, by and between
HCPI TRUST, a Maryland. real estate investment
trust ("Lessor") and EMERITUS CORPORATION, a
Washington corporation ("Lessee").
RECITALS
A. Lessor and Lessee entered into a Lease
dated as of October 19,1995 for the Allentown
facility located in the City of Allentown, County
of Lehigh, Commonwealth of Pennsylvania (as
amended to date, the "Lease).
X. Xxxxxx and Lessee desire to amend the
Lease as hereinafter provided.
AGREEMENT
Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in
the Lease. Lessor and Lessee hereby agree as
follows:
1. The third sentence of Section 24.1 of the
Lease is hereby amended to read in full as
follows:
"If Lessee is a corporation or partnership,
any transfer of its stock (other than a transfer
of any of Lessee's stock owned by Xxxxxx X. Xxxx
for estate planning purposes) or partnership
interests (or the stock or partnership interests
of the entity(ies) that controls Lessee) or any
dissolution or merger or consolidation of Lessee
(or its controlling entity(ies)) with any other
entity, which results in any Person (other than
Xxxxxx X. Xxxx) and such Person's Affiliates
collectively owning greater than twenty-five
percent (25 % ) of the total outstanding shares of
any class of Lessee's stock or partnership
interests, or the sale or other transfer of all or
substantially all of the assets of Lessee (or its
controlling entity(ies)), shall constitute an
assignment of Lessee's interest in this Lease
within the meaning of this Article XXIV and the
provisions requiring consent contained herein
shall apply (provided, however, that the foregoing
provision regarding transfer of Lessee's stock
constituting an assignment shall not apply if (i)
Lessee's stock is publicly traded, and (ii)
Lessee's Consolidated Net Worth after such
transfer is not less than Lessee's Consolidated
Net
Worth as of December 31,1995). "
Except as amended above, the Lease between
Lessor and Lessee shall remain in full force and
effect. This Amendment may be executed in any
number of counterparts, all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed as of the day
and year first above written.
HCPI TRUST, a Maryland real estate
EMERITUS CORPORATION, a
investment trust
Washington corporation
By: /s/ Xxxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxx
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Its: Secretary
Its: Secretary
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