EXHIBIT 10.15
LEASE AGREEMENT
THIS LEASE, made as of the 10th day of March, 1993, by and between
ELDERBERRY NURSING HOME OF NORTH CAROLINA, INC., a Virginia corporation
(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 a 100 bed intermediate, skilled and home for the aged nursing home
facility, and the privileges and appurtenances thereunto appertaining, situate,
lying and being at or near the Town of Hayesville, in Clay County, North
Carolina, and being more particularly described on "EXHIBIT A" hereto attached,
hereafter referred to as "Premises" or "Demised Promises".
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
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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 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 per 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 and regulations 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.
Tenant shall maintain the capacity of the facility and shall not
voluntarily by direct action or by sufferance reduce the bad capacity of the
facility and further no such reduction shall in
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any event occur without the advance written approval of the U. S. Department of
Housing and Urban Development (HUD).
4. TERM: The term of this Lease shall be for Ten (10) years commencing
with the first day of the calendar month following the date (the "Availability
Date") either party exercises its right to vest the leasehold estate in Tenant
under the terms and provisions of the Option Agreement between the parties and
Tenant thereupon assumes possession of said estate under the terms hereof.
If the Availability Date is not on the first day of a month, the
prorated monthly installment 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 as
hereinafter set forth.
5. RENT: Tenant shall pay to Landlord at its offices in Lynchburg,
Virginia, or at such other place as it may advise in writing, for each calendar
month on the 10th day of such 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:
A. If the Facility has 80 licensed beds:
(1) For the first twenty-four (24) months of the term (Lease Years 1
and 2) the sum of Twenty-Five Thousand, Five Hundred Fifty Dollars
($25,550.00).
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(2) For the next thirty-six (36) months of the term (Lease Years 3,
4 and 5) the sum of Twenty-Six Thousand, One Hundred Fifty-Eight and
33/100 Dollars ($26,158.33).
(3) For the next sixty (60) months of the term (Lease Years 6, 7, 8,
9 and 10) the sum of Twenty-Eight Thousand, Five Hundred Ninety One and
67/100 Dollars ($28,591,67). B. If the Facility has 100 licensed beds:
(4) For the first twenty-four (24) months of the term, (Lease Years
1 and 2) the sum of Thirty-One Thousand, Nine Hundred Thirty-Seven and
50/100 Dollars ($31,937,50).
(5) For the next thirty six (36) months of the term (Lease Years 3,
4 and 5) the sum of Thirty-Two Thousand, Six Hundred Ninety Seven and
92/100 Dollars ($32,697.92).
(6) For the next sixty (60) months of the term (Lease Years 6, 7, 8,
9 and 10) the sum of Thirty-Five Thousand, Seven Hundred Thirty Nine and
58/100 Dollars ($35,739.58).
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 them basis.
If the Landlord does not receive from Tenant any monthly rental payment
within five (5) 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
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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 cashier's check.
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 and further will
provide Landlord copies of all communications with the State of North Carolina
regarding
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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 attorney's 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 Premises in
good repair, including without limitation all interior surfaces, electrical,
plumbing, heating, air conditioning, and other systems,
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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 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.
Landlord, its agents and employees, shall have the right at all
reasonable times, 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.
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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 &hall 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 ▇▇▇▇ 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 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
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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 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.
(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
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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,
judgements 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 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
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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. So long as the facility is subject to a HUD supported
mortgage or other lien, the assignment of this Lease shall be subject to prior
written consent of HUD.
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 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 end 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
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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 Promises 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 make 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 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 (b) 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
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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, reenter 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 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
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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.
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 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
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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.
The parties recognize that Landlord may apply for an increase in the
number of duly licensed nursing home beds authorized on the Demised Premises.
Such application shall be at the cost and expense of the Landlord and
improvements required for such license shall be at Landlord's cost and expense.
Tenant agrees to cooperate and assist Landlord with respect to such efforts and
to pay such additional rents calculated in accordance with the provisions of
Section 5 hereof as may be applicable to such additional nursing home beds upon
their licensure by appropriate State authorities.
Landlord shall, so long as the HUD supported loan is in effect and
secured by lien upon the Property, maintain the equipment replacement reserve
required by HUD, and subject to the approval of HUD, Tenant shall have the
right, upon submission to Landlord of invoices and appropriate supporting
documentation, to
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draw against said reserve for the replacement of equipment in the ordinary
course of business subject to Landlord's written approval, such approval not
unreasonably to be withhold.
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 to Landlord shall be made or
given by delivery or by mail (postage prepaid) addressed to Landlord at P. 0.
Box 638, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, with a copy to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq., ▇▇▇▇▇▇ & Frost, P. 0. Box 6360, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or if made to Tenant shall be
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made by delivery or by certified mail (postage prepaid) addressed to Tenant at
Cardinal of Kentucky, Inc. of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
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 that Tenant's use and
possession of the Promises 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.
Landlord agrees to seek at Tenant's request, the approval of its
mortgagee to a collateral assignment by Tenant of this Lease or its leasehold
rights arising hereunder as security for Tenant's financing.
24. 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
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contained in this Lease. This Lease shall not be modified or cancelled except by
writing subscribed to by all parties.
25. 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.
26. 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.
27. RIGHT OF FIRST REFUSAL (SALE): 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
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conditions no more favorable to a purchaser than those contained in said notice
to Tenant.
28. RIGHT OF FIRST REFUSAL (LEASE): 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 premises upon terms and conditions no more favorable to a tenant
than those contained in said notice to Tenant.
29. CONDITION UPON EXERCISE OF FIRST REFUSAL: Tenant's right to notice
and/or exercise with respect to 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 WHEREFORE, the parties hereto have each, pursuant to due
corporate authority, caused this Lease to be executed in its
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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 OF NORTH
CAROLINA, INC.
By /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Jr.
------------------------------------
Its President
(SEAL)
ATTEST:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Its Secretary
TENANT:
CARDINAL OF KENTUCKY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Its Vice President
(SEAL)
ATTEST:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Its Assistant Secretary
ENDORSED as provided in Paragraph 26 by the following:
CARDINAL DEVELOPMENT CO., INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Vice President
-20-
CARDINAL MEDICAL CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Vice President
CARDINAL CARE CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Vice President
-21-