EXHIBIT 10.21
LEASE AGREEMENT
THIS LEASE, made this 3rd day of June, 1991, by and between ELDERBERRY
NURSING HOME, INC., a Virginia Corporation, its successors and assigns,
(hereinafter referred to as "Landlord") party of the first part; and CARDINAL OF
KENTUCKY, INC., a Kentucky corporation, (hereinafter referred to as "Tenant"),
party of the second part;
W I T N E S S E T H :
In consideration of the mutual covenants and obligations herein contained,
IT IS AGREED:
1. PREMISES: Landlord does hereby demise and lease unto Tenant, and Tenant
does hereby take, hire and let from Landlord that certain tract or parcel of
real estate, together with the buildings and improvements (and including
furniture, fixtures and equipment belonging to or provided by Landlord) and
constituting an 83 bed (63 nursing home beds and 20 home for adult beds)
intermediate, skilled and home for the aged nursing home facility, and the
privileges and appurtenances thereunto appertaining, situate, lying and being on
North Aspen Street in Lincolnton, North Carolina, and being more particularly
described on "EXHIBIT A" hereto attached, hereafter referred to as "Premises" or
"Demised Premises".
2. COVENANT OF TITLE AND QUIET ENJOYMENT: Landlord covenants and warrants
that it alone has full right and lawful authority to enter into this Lease for
the full term hereof; that
it is lawfully seized of the Premises in fee simple and has good title thereto,
free and clear of all tenancies, restrictions and encumbrances, (with the
exception of liens securing Lenders providing financing for the facility which
is the subject of this Lease, and other matters not adversely affecting the
intended use of the Premises or merchantability of title, or other matters
agreed to between the parties) and that at all times during the term of this
Lease and any extensions of said term, Tenant's quiet and peaceful enjoyment of
the Premises shall not be disturbed or interfered with by anyone.
3. GOVERNMENTAL AUTHORIZATIONS, UTILITIES AND USE OF PREMISES: Landlord
hereby represents and warrants to Tenant, that the use of the Premises as an
intermediate, skilled and home for the aged nursing home facility is a permitted
use under all applicable zoning or other use restrictions or regulations.
Landlord further warrants that the character, materials, design, construction
and location of the improvements is in full compliance with all building codes,
zoning laws and all other laws and ordinances pertaining thereto.
The Tenant shall use the premises as an intermediate, skilled and
home for the aged nursing home facility which shall be operated in full
compliance with all laws, regulations and licenses applicable thereto. Tenant
covenants that no part of the Demised Premises shall be used for any unlawful
purpose, nor will any unlawful condition or nuisance be permitted to exist
thereon.
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Tenant further covenants and agrees that its operation of the
nursing home facility shall materially comply with the representations in the
certificate of need application for the facility on file with the North Carolina
Department of Human Resources, Division of Facility Services, shall materially
comply with all conditions placed upon the certificate of need, and shall comply
with all licensure, certification, and other requirements of law applicable to
nursing home facilities.
4. TERM: The original term of this Lease shall be for Ten (10) years
commencing with the first day of the calendar month following the date that the
facility is licensed and becomes operational (the "Availability Date"). The
effectiveness of this Lease is specifically contingent upon prior licensure of
the facility.
5. RENT: A. Tenant shall pay to Landlord at its offices
in Lynchburg, Virginia, or at such other place as it may advise
in writing, in advance, on the 1st day of each calendar month,
without notice, demand, offset or deduction, in lawful money of
the United States of America, during and throughout the term of
this Lease, rent which shall be payable in monthly installments
equal to the sum of:
(1) For the first twelve (12) months of the term (Lease Year 1) the
sum of Twenty-Four Thousand, Three Hundred Sixty-Two Dollars ($24,362.00).
(2) For the next twelve (12) months of the term (Lease Year 2) the
sum of Twenty-Four Thousand, Eight Hundred Sixty-Seven Dollars
($24,867.00).
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(3) For the next thirty-six (36) months of the term (Lease Years 3,
4 and 5) the sum of Twenty-Five Thousand, Two Hundred Forty-Six Dollars
($25,246.00).
(4) For the next thirty-six (36) months of the term (Lease Years 6,
7 and 8) the sum of Twenty-Seven Thousand, One Hundred Thirty-Nine Dollars
($27,139.00).
(5) For the next twenty-four (24) months of the term (Lease Years 9
and 10) the sum of Twenty-Seven Thousand, Seven Hundred Seventy Dollars
($27,770.00).
Any rent adjustment resulting from a change in licensed beds
becoming effective on any day other than the first day of any month shall be
prorated on a per diem basis.
If the Landlord does not receive from Tenant any monthly rental
payment within ten (10) days after such payment is due, Landlord, at its option,
may charge Tenant a late charge and handling fee equal to Five Percent (5%) of
the monthly rental payment (such late charge and handling fee shall be deemed
additional rent) and such late charge and handling fee shall be due and payable
by Tenant to Landlord immediately upon delivery of written notice to Tenant, In
addition, if any check of Tenant's is returned to Landlord unpaid, Tenant shall
reimburse Landlord for all charges associated with such returned check and
Landlord, at its option, may thereafter require that Tenant pay the Rent and any
other charges payable hereunder by a certified or cashiers check.
B. If the Availability Date (as hereinabove defined) is not on the first
day of a month, a prorated monthly installment
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of Rent shall be paid by Tenant to Landlord for the period of time from the
Availability Date up to (but not including) the first day of the next succeeding
month, and thereafter the Rent shall be paid on the first day of each and every
month.
C. All additional sums payable by Tenant to Landlord under the provisions
of this Lease Agreement shall constitute additional rent.
6. REPORTS: Tenant agrees to provide Landlord with signed annual financial
statements accurately reflecting Tenant's financial condition and the results
for its business operations for the preceding year with respect to its
operations generally, as well as its business conducted on the Demised Premises.
Such statements shall be due ninety (90) days after the close of the Tenant's
fiscal year and shall be prepared in accordance with generally accepted
accounting principles consistently applied and further shall be in such form as
required by Landlord's mortgagee, In the event of any default hereunder or any
state of facts which upon the passage of time would constitute a default, Tenant
shall provide audited statements prepared by certified public accountants
satisfactory to Landlord. Tenant agrees to provide Landlord with annual
financial statements of any Guarantor of this Lease, duly signed by such
Guarantor within ninety (90) days after the close of the Guarantor's fiscal
year.
Tenant further will provide Landlord, as the same are filed with the
State of North Carolina, copies of all Medicaid Cost Reports, reports submitted
to the Department of Human Resources and other State agencies, and further will
provide
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Landlord copies of all communications with the State of North Carolina regarding
violations or alleged violations of applicable laws, rules, codes or
regulations.
7. LEGAL FEES AND COSTS: Tenant agrees, in the event it becomes necessary
for Landlord to enforce any provision of this Lease by legal action, or to
engage attorneys for the collection of rent or other monies due under this
Lease, to pay to Landlord reasonable attorneys fees and all court costs and
other costs of such collection or enforcement proceedings incurred by Landlord
if a valid claim is established.
8. UTILITIES: Landlord covenants that all water, sewer, electric current
and telephone facilities are available, connected and working as of the
availability date, Tenant shall pay when due all charges for heat, air
conditioning, water, gas, electricity and other utilities furnished to the
Premises for occupants thereof during the term hereof when the same become due
and payable.
9. REPAIR AND MAINTENANCE OF IMPROVEMENTS: Landlord warrants that the
entire Premises and the building and improvements thereon shall be in good, safe
condition and repair on the Availability Date and for a period of one (1) year
thereafter. Landlord shall be responsible for the structural integrity of the
building and repair of the roof and exterior walls, excluding windows and glass
panels, and except for damages caused or suffered to be caused by Tenant during
the term of this Lease. Except for such responsibility undertaken by Landlord,
Tenant shall be responsible, during the term, for maintaining the
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Premises in good repair, including without limitation all interior surfaces,
electrical, plumbing, heating, air conditioning, and other systems, as well as
the exterior grounds, and shall at the end of the term, return the same to
Landlord in good repair and condition, with the exception of casualties insured
against (the proceeds of such insurance having been paid to Landlord) and
ordinary wear and tear. If Tenant fails to make any repairs, and/or perform any
maintenance for which it is responsible, within thirty (30) days after written
notice thereof, Landlord may, at its sole option, make the repairs and/or
perform the maintenance and the reasonable expense thereof shall be paid by
Tenant, together with interest at a rate equal to One and One-Half Percent
(1-1/2%) in excess of the Prime Rate then in effect at the Bank financing the
construction of the facility if such expense is not paid within thirty (30)
days. Tenant shall have the right at any time and with the Landlord's prior
consent, which consent shall not be unreasonably withheld, to construct, alter,
repair or maintain on any part of the Premises such buildings, parking areas,
driveways, structures, sidewalks and other similar and dissimilar improvements
as Tenant shall desire. All improvements constructed by Tenant shall comply with
all applicable building codes and ordinances and shall be at Tenant's sole cost
and expense and shall become the property of Landlord at the termination of this
Lease, Tenant agrees to indemnify Landlord against all claims by laborers and
materialmen for any improvements constructed by Tenant.
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Landlord, its agents and employees, shall have the right at all reasonable
times and upon reasonable notice to Tenant, to enter the Demised Premises or any
part thereof, to inspect and examine the same for the purpose of making any
repairs to or within the Demised Premises.
10. DAMAGE OR DESTRUCTION OF IMPROVEMENTS: If the improvements located
upon the Premises shall be damaged or destroyed by any cause insured against,
Landlord shall, rebuild or restore the damaged or destroyed improvements, using
insurance proceeds for such purpose and this Lease shall continue in full force
and effect. In such event the rental reserved hereunder shall be paid by the
business interruption insurance hereinafter provided for. If the remaining term
is one (1) year or less, either party shall have the right to terminate this
Lease.
11. TAXES AND ASSESSMENTS: Tenant agrees to pay when due, all taxes (as
hereinafter defined) on or with respect to the Premises, Such payments shall be
made in accordance with the terms, and payable directly to the appropriate
authority or body. Landlord will promptly send Tenant copies of all bills for
taxes to be paid by Tenant and Tenant will pay the same to the appropriate
governmental authority. Tenant shall promptly send Landlord reasonable evidence
of payment of such xxxx after such payment.
In the event this Lease shall commence, or shall end (by reason of
expiration of the term or earlier termination pursuant to the provisions
hereof), on any date other than the first or last day of the year, or should the
year or period of
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assessment of real estate taxes be changed to more or less than one year, as the
case may be, then the amount of taxes which may be payable by Tenant as provided
hereunder shall be appropriately apportioned.
12. INSURANCE INDEMNITY:
(a) Tenant shall at all times during the original term and any
extension thereof, carry and maintain, for the mutual benefit of Landlord,
Tenant and Landlord's designated mortgagee, general public liability insurance
issued by a company or companies licensed to do business in North Carolina and
which are approved by Landlord (which approval shall not be unreasonably
withheld) against claims for personal injury, sickness, or disease, including
death and property damages in, on or about the Premises, such insurance to
afford protection to the limit of not less than $1,000,000.00 in respect to each
person, and to the limit of not less than $3,000,000.00 in respect to any one
occurrence causing bodily injury or death, and to the limit of not less than
$200,000.00 in respect to property damage. Tenant shall furnish Landlord with a
duplicate certificate or certificates of such insurance policy or policies, and
Tenant shall name Landlord and upon request, Landlord's mortgagee, as a party
insured in such policy or policies.
(b) During the term of this Lease or any extension thereof, Tenant
shall maintain for the benefit of Tenant, Landlord, and Landlord's designated
Mortgagee, business interruption insurance sufficient to pay the rent and
Tenant's other obligations hereunder for a period of six (6) months.
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Tenant shall be entitled to all payments made under such business interruption
insurance to the extent such payments exceed sums necessary to pay the rent and
Tenant's other obligations hereunder.
(c) During the term of this Lease or any extension thereof, Tenant
shall keep all buildings and improvements on the premises insured in the amount
of the full replacement cost for the benefit of Tenant, Landlord, and Landlord's
designated mortgagee against loss or damage by fire, with customary extended
coverage, All proceeds payable at any time and from time to time by an insurance
company under such policies (except contents belonging to Tenant and Tenant's
relocation allowance, if any) shall be payable to Landlord, or its designated
mortgagee, The proceeds shall be utilized by Landlord and Tenant for the
restoration of improvements in the event such restoration is required hereunder.
If no restoration is required, the proceeds shall belong to Landlord.
(d) The insurance policies herein mentioned shall provide thirty
(30) days notice of cancellation to all parties named therein as insured.
(e) Tenants shall fully indemnify, protect and save Landlord
harmless from all expenses, claims, demands, counsel fees, costs, liabilities,
judgments and executions in any manner relating to or arising out of the use or
occupancy of the Premises for the term of this Lease or any extension thereof.
(f) Any provision in this Lease to the contrary notwithstanding,
each party, to the extent it is permitted so to
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do by the terms and provisions of any such policy or policies, hereby waives any
and all rights to recover from the other, its agents, or employees, any loss or
damage from risks ordinarily insured against under such policies, but only to
the extent that such loss or damage is in fact covered by such insurance and is
collectible by such insured party, Each party further covenants and agrees that
it will, upon request of the other, request each such insurance company to
attach to such policy or policies issued by it a waiver of subrogation with
respect to the other party, its agents and employees.
13. ASSIGNMENT AND SUBLETTING: Tenant shall have the right to assign this
Lease or sublet all or any part of the Premises with the consent of Landlord,
such consent not to be unreasonably withheld, but Tenant shall in such event
remain liable to Landlord for Tenant's obligations hereunder. Any merger,
consolidation, reorganization, or liquidation of Tenant, or the mortgage by
Tenant of the leasehold estate hereby created, or the sale or other transfer of
a controlling interest of its capital stock, or of a majority of its assets,
shall, for purposes of this Lease, constitute an assignment thereof.
14. SIGNS: Tenant shall have the right to install, maintain and replace
in, on or over or in front of the Premises or in any part thereof such signs and
advertising matter as Tenant may desire, and Tenant shall comply with all
applicable requirements of governmental authorities having jurisdiction and
shall obtain any necessary permits for such purpose. As used in this paragraph,
the word "sign" shall be construed to include any
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placard, light or other advertising symbol or object, irrespective of whether
same be temporary or permanent.
15. EMINENT DOMAIN: If the whole or substantially all of the
Premises, or all means of access thereto, be acquired by eminent domain, or by
purchase in lieu thereof, this lease shall terminate and the rent shall be
abated during the unexpired portion of the lease subsequent to the actual
physical taking. Separate awards for damages shall be made to the Landlord and
the Tenant for the taking to the extend permitted by applicable law. Should,
however, only a portion of the premises be so condemned or taken, this Lease
shall continue in full force and effect provided, however, that the rent payable
under the unexpired portion of this Lease shall be adjusted to such extent as
may be fair and reasonable under the circumstances. Landlord shall, in such
event, promptly restore the Demised Premises as nearly as feasible to the
condition of such premises immediately prior to the taking, but Landlord shall
not be required, at its option, to restore or rebuild the Demised Property
during the last year of the Lease term, Tenant shall not be entitled to any part
of the condemnation proceeds arising from any partial taking except that Tenant
shall be entitled to rake a claim for any of Tenant's property condemned.
16. DEFAULT: Any one or more of the following events shall constitute
events of default.
(a) Tenant's failure to make payment of rent when the same is due
and payable and the continuance of such failure for a period of ten (10) days
after mailing by certified mail or
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delivery to Tenant of notice in writing from Landlord specifying in detail the
nature of such failure; or,
(b) Tenant's failure to perform any of the other covenants,
conditions, and agreements imposed by it under this Lease and the continuance of
such failure without the curing of same for a period of thirty (30) days after
mailing by certified mail or delivery to Tenant of notice in writing from
Landlord specifying in detail the nature of such failure and provided Tenant
shall not cure said failure as provided in paragraph (d) below, or,
(c) The adjudication of Tenant as a bankrupt, or the appointment of
a receiver or trustee for Tenant's property and affairs, or the making by Tenant
of any assignment for the benefit of its creditors or the filing by or against
Tenant of a petition in bankruptcy not vacated or set aside within ten (10) days
of such filing.
In the event of default, the Landlord, in addition to any other
right or remedy it may have with respect to such default, may upon ten (10) days
written notice, terminate this Lease for cause and re-enter the Premises and
take possession of the same, or, at its option, in such event Landlord may,
without declaring this Lease terminated, re-enter the Premises and occupy or
lease the whole or any part thereof, for and on account of Tenant and on such
terms and conditions for such rental as Landlord may deem proper based on
reasonable business practices, and Landlord shall in such event collect such
rent and apply the same upon the rents due from Tenant and upon the expenses of
such
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subletting, and any and all other damages sustained by Landlord. In the event of
default, Landlord shall exercise reasonable efforts to mitigate damages
hereunder and to re-let the Premises, but Landlord's failure to re-let or sublet
the Premises shall not prevent or delay the exercise by Landlord, at its option,
of its right to recover as damages rents due and owing for the remainder of the
term, together with all costs and expenses of collecting the same, subject to
Landlord's obligation to repay or credit the Tenant with all recoveries made by
Landlord.
Upon the occurrence of any of the above events of default, Landlord
may, at its option, give Tenant written notice by certified mail of Landlord's
election to end the term of this Lease upon a date specified in such notice,
which date shall be not less than thirty (30) days after the date of delivery or
certified mailing by Landlord of such notice, and whereupon the term and estate
hereby vested in Tenant shall cease and any and all other right, title and
interest of Tenant hereunder shall likewise cease without further notice or
lapse of time as fully and with like effect as if the entire term of this Lease
had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter
set forth; provided, that this Lease shall not terminate if Tenant shall cure
such default prior to the termination date specified in such notice.
(d) In the event Landlord gives notice of a default of such a nature
(other than a default which may be cured by a payment of money) that it cannot
be cured within such thirty (30) day period, then such default shall not be
deemed to continue so
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long as Tenant, after receiving such notice, proceeds diligently and
continuously to cure the default as soon as reasonably possible and continues to
take all steps necessary to complete the same within a period of time which,
under all prevailing circumstances shall be reasonable. No default shall be
deemed to continue if, and so long as, Tenant shall be so proceeding to cure the
same in good faith or be delayed in or prevented from curing the same by Force
Majeure.
17. HOLDING OVER: In the event Tenant remains in possession of the
Premises after the expiration of the term hereof, including any extensions of
the term, and without the execution of a new lease, Tenant shall occupy the
Premises as a Tenant from month to month, subject to all of the conditions of
this Lease insofar as consistent with such a tenancy and at the highest monthly
rental herein provided.
18. COMPLIANCE WITH GOVERNMENTAL PROGRAMS: Landlord covenants that the
Premises will, during the term hereof, meet all standards required for Federal
Medicare (Title 18) or Medicaid (Title 19) skilled care or intermediate care
nursing programs and that it will make any alterations necessary to maintain
compliance with same. Any alterations or changes or expansion will be negotiated
at the then current cost of construction, which cost, together with interest at
the rate of interest for which money is financed, shall be amortized in level
monthly additional rent payments over the agreed upon remaining lease period.
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Tenant further covenants and agrees that its operation of the
nursing home facility shall materially comply with the representations in the
certificate of need application for the facility on file with the North Carolina
Department of Human Resources, Division of Facility Services, shall materially
comply with all conditions placed upon the certificate of need, and shall comply
with all licensure, certification, and other requirements of law applicable to
nursing home facilities.
19. WAIVERS: Failure of Landlord or Tenant to complain of any act or
omission on the part of the other party, no matter how long the same may
continue, shall not be deemed to be a waiver by said party of any of its rights
hereunder. No waiver by Landlord or Tenant at any time, expressed or implied of
any breach of any provisions of this Lease, shall be deemed a consent to any
subsequent breach of the same or any other provision. No acceptance by landlord
of any partial payment shall constitute an accord or satisfaction but shall only
be deemed a part payment in account.
20. SURRENDER OF PREMISES: Upon the expiration or other termination of
this Lease, Tenant covenants and agrees that it will peaceably leave and
surrender possession of the Premises to Landlord. Upon such surrender, all
improvements on the Premises shall be in good repair, damage or destruction by
fire or other casualty insured against and ordinary wear and tear, alterations,
additions and improvements herein permitted, excepted.
21. NOTICES: Until notice to the contrary to the other party has been
given, all notices and payments of money if made
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to Landlord shall be made or given by delivery or by mail (postage prepaid)
addressed to Landlord at X.0. Xxx 000, 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx,
00000-0000, with a copy to Xxxxxx X. Xxxxxx, Xx., Esq., Xxxxxx & Frost, P. 0.
Box 6360, 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 00000, or if made to Tenant
shall be made by delivery or by certified mail (postage prepaid) addressed to
Tenant at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxxx.
22. SHORT FORM LEASE: The parties hereto shall forthwith execute a
memorandum or short form lease agreement, in recordable form, including such
provisions hereof as either party may desire to incorporate therein.
23. NON-DISTURBANCE AND ATTORNMENT: Tenant agrees upon request of
Landlord's mortgagee to attorn to such mortgagee, subordinate this Lease to any
deed of trust constituting a lien on the premises, and to provide such other
reasonable assurances as such mortgagee may reasonably require in connection
with the financing of the Premises and the improvements thereon provided,
however, any such agreement or document shall provide, and such mortgagee shall
covenant, that Tenant's use and possession of the Premises shall not be
disturbed so long as Tenant shall not make or suffer any material default
hereunder, and further that in the event Landlord shall default in any payment
due to such mortgagee, Tenant shall have the right upon ten (10) days written
notice to pay such amount due and thereby cure such default.
24. PERFORMANCE BY LANDLORD: Landlord covenants to perform all of its
obligations to any mortgagee or other secured lender
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holding a lien on any property subject to this lease and to make timely payments
on all such secured indebtedness. In the event payment is made by Tenant for
Landlord's account as hereinabove provided in Section 23 hereof, Tenant shall be
entitled to recover such payment from Landlord with interest from the date of
such payment at the same rate applicable with respect to the secured
indebtedness upon which such payment is made, but no such payment shall be
offset or otherwise relieve Tenant from making future rental payments as and
when the same come due.
25. ENTIRE AGREEMENT: No oral statement or prior written matter shall have
any force or effect. Tenant agrees that it is not relying on any representations
or agreements other than those contained in this Lease. This Lease shall not be
modified or cancelled except by writing subscribed to by all parties.
26. BROKERAGE: Each of the parties covenants and represents to the other
that neither has incurred brokerage fees with respect to the transaction herein
set forth.
27. PARTIES: The covenants, conditions, obligations and agreements
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant and their respective successors and assigns. Each member of the Cardinal
Group jointly and severally endorses this Lease for the purpose of guaranteeing
all of Tenant's obligations to Landlord during the first thirty-six. (36) months
of the term, including without limitation, the obligation to make timely payment
of all installments of rent becoming due during such period.
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28. RIGHT OF FIRST REFUSAL: In the event Landlord desires during the term
(including any optional term which becomes effective) to sell the premises or
any part thereof, Landlord shall notify Tenant of such desire to sell in writing
by certified mail setting forth the amount of the proposed sale price and all
other terms and conditions of such proposed sale and Tenant shall have the right
of first refusal to purchase said premises upon the same terms and conditions by
giving Landlord written notice of its election so to do within sixty (60) days
after receipt of Landlord's notice. In the event Tenant fails to notify Landlord
of its election within such sixty (60) day period, or notifies Landlord it does
not wish to exercise its right to purchase, Landlord shall have the right to
sell the premises upon terms and conditions no more favorable to a purchaser
than those contained in said notice to Tenant.
In the event Landlord desires to relet to any person or entity the
Premises upon the expiration of the original term, Landlord shall notify Tenant
of such desire to relet in writing by certified mail, setting forth the proposed
terms of such lease, and Tenant shall have the right of first refusal to relet
said premises upon the same terms and conditions by giving Landlord written
notice of its election to do so within thirty (30) days after receipt of
Landlord's notice. In the event Tenant fails to notify Landlord of its election
within the thirty (30) day period or notifies Landlord it does not wish to
exercise its right to relet, Landlord shall have the right to relet the
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premises upon terms and conditions no more favorable to a tenant than those
contained in said notice to Tenant.
Tenant's right to notice and/or exercise either of the rights of
first refusal hereinabove specified shall be subject to the condition that
Tenant shall not be in default hereunder. If Tenant shall have lost its right to
purchase by reason of default as hereinabove set forth, or if after receiving
notice Tenant shall not exercise its right to acquire the Premises and the
Premises shall be sold by Landlord to a third party, the rights of first refusal
herein granted shall be terminated as of the recordation of the deed conveying
the Premises.
IN WITNESS WHEREOF, the parties hereto have each, pursuant to due
corporate authority, caused this Lease to be executed in its name and on its
behalf, each by its duly authorized officer, all as of this day and year first
above written.
LANDLORD:
ELDERBERRY NURSING HOME, INC.
By/s/ X. Xxxxx Xxxxxxxxx, Jr.
------------------------------------
Its: President
TENANT:
CARDINAL OF KENTUCKY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
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