(Grand Terrace)
FIRST AMENDMENT TO
FACILITY LEASE AGREEMENT
This FIRST AMENDMENT TO FACII.ITY LEASE
AGREEMENT ("Amendment") is dated as of the 31st
day of December,1996 and is between MEDITRUST
ACQUISITION CORPORATION I ("Lessor"), a
Massachusetts corporation having its principal
office at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx,
Xxxxxxxxxxxxx OZ 194, and EMERITUS PROPERTIES I,
INC. ("Lessee"), a Washington corporation, having
its principal office at x/x Xxxxxxxx Xxxxxxxxxxx,
0 I 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000-0000.
WHEREAS, Lessor and Lessee entered into that
certain Facility Lease Agreement, dated as of
August 2,1996, with respect to certain premises
located in Grand terrace, San Bernardino County,
California (the "Lease"); and
WHEREAS, Lessor and Lessee have agreed to
amend said Lease in certain respects;
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:
I. Section 1.2 of the Lease is hereby deleted
in its entirety and replaced with the following:
1.2 TERM. The term of this Lease shall
consist of the "Initial Term", which shall
commence on August 1,1996 (the "Commencement
Date") and end on March 31, 2007 (the "Expiration
Date"); provided, however, that this Lease may be
sooner terminated as hereinafter provided. In
addition, Lessee shall have the option(s) to
extend the Term (as hereinafter defined) as
provided for in Section I. 3.
2. The first paragraph of Section 1.3 of the
Lease is hereby deleted in its entirety and
replaced with the following:
1.3 Extended Terms. Provided that this Lease
has not been previously
terminated, and as long as there exists no Lease
Default (as hereinafter defined) at the time of
exercise and on the last day of the Initial Term
or the then current Extended Term (as hereinafter
defined), as the case may be, Lessee is hereby
granted the option to extend the Initial Term of
this Lease for four (4) additional periods
(collectively, the "Extended Terms") as follows:
four (4) successive five (5) year periods for a
maximum Term, if all such options are exercised,
which ends on March 31 2027. Lessee's extension
option,
rights shall be exercised by Lessee by giving
written notice to Lessor of each such
extension at least one hundred eighty ( 180) days,
but not more than three hundred sixty (360) days,
prior to the termination of the Initial Term or
the then current Extended Term, as the case may
be. Lessee shall have no right to rescind any such
notice once given. Lessee may not exercise its
option for more than one Extended Term at a time.
During each effective Extended Term, all of the
terms and conditions of this Lease shall continue
in full force and effect, except that the Base
Rent (as hereinafter defined) for each such
Extended Term shall be adjusted as set forth in
Section 3.1(a).
3. The definition of Group Two Acquisition
Facilities" in Section 2.1 of the Lease is hereby
deleted in its entirety and replaced with the
following:
GROUAP ONE ACQUISITION FACILITIES: As defined in
the Agreement Regarding Related Transactions.
4. The reference to "Group Two Acquisition
Facility Leases" in the definition of
"Related Leases" in Section 2.1 of the Lease is
hereby deleted and replaced with "Group One
Acquisition Facility Leases. "
5. All references to "Group Two Acquisition
Facilities" in Section 11.3. I of the Lease are
hereby deleted and replaced with "Group One
Acquisition Facilities. "
Except as amended herein, the Lease shall remain
in full force and effect.
[INTENTIONALLY LEFT BLANK)
2
IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed and attested by
their respective officers thereunto duly
authorized.
WITNESS:
LESSEE:
EMERITUS PROPERTIES I, INC.,
a Washington corporation
/s/ Xxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
----------------------------------------
Name: Xxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
WITNESS:
LESSOR:
MEDITRUST ACQUISITION
CORPORATION I, a
Massachusetts corporation
/s/ Xxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx, ESQ
------------------------
-------------------------------------
Name: Xxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx, ESQ
Title: Senior Vice President
