Exhibit 8.3.21
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Form of Lease
[See Attached]
STATE OF GEORGIA ) LEASE AGREEMENT
) AND
COUNTY OF DEKALB ) RIGHT OF FIRST REFUSAL
THIS LEASE AGREEMENT AND RIGHT OF FIRST REFUSAL (the "Lease") is made
as of this 31st day of March, 1998, to be effective as of the 1st day of April,
1998, by and between MAINSTREET HEALTHCARE CORPORATION, a Delaware corporation
(the "Landlord"), and UCI MEDICAL AFFILIATES OF GEORGIA, INC., a South Carolina
corporation (the "Tenant").
This Lease is executed and delivered in connection with that certain
Acquisition Agreement and Plan of Reorganization by and among others Landlord;
Tenant; and UCI Medical Affiliates, Inc. dated as of February 9, 1998 (the
"Acquisition Agreement") related to the transfer of certain assets of MainStreet
by Tenant. In connection with the Acquisition Agreement, Tenant desires to lease
from Landlord the facility owned by Landlord located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, upon the terms and conditions set forth herein.
In consideration of these premises and the mutual promises below, and
for other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged by the parties hereto, Landlord and Tenant agree as
follows:
1. Leased Premises. Landlord hereby leases, demises, and lets, to
Tenant, and Tenant hereby leases from Landlord, that certain premises and all
improvements thereon located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, all as
more fully described on Schedule 1 attached hereto (collectively the
"Premises"), upon the terms, covenants, and conditions hereinafter contained.
2. Term. The term of this Lease shall be ten (10) years commencing on
April 1, 1998, and terminating on March 31, 2008, unless earlier terminated as
provided herein.
3. Rent.
A. Subject to Section 22 below, commencing on April 1, 1998
and continuing though March 31, 2003, the Tenant shall pay to the Landlord an
annual rental of Fifty-Seven Thousand Six Hundred and No/100 ($57,600.00)
Dollars, in monthly installments of Four Thousand Eight Hundred and No/100
($4,800.00) Dollars, on the first (1st) day of each month, payable in advance
during the term of this Lease in lawful money of the United States, addressed to
Landlord at Landlord's address set forth in Section 43 herein.
B. Subject to Section 22 below, commencing on April 1, 2003
and continuing though the end of the term of this Lease, the Tenant shall pay to
the Landlord an annual rental of Sixty-One Thousand Two Hundred and No/100
($61,200.00) Dollars, in
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monthly installments of Five Thousand One Hundred and No/100 ($5,100.00)
Dollars, on the first (1st) day of each month, payable in advance during the
term of this Lease in lawful money of the United States, addressed to Landlord
at Landlord's address set forth in Section 43 herein.
4. Utilities. Tenant shall pay throughout the term of this Lease, all
charges for air conditioning, heat, water, sewer, janitor, garbage collection,
security, gas, electricity, light, telephone, or any other communication or
utility service used in or rendered or supplied to the Premises through the term
of this Lease. Such items shall be prorated for periods outstanding at the
commencement or the termination of this Lease. Tenant shall make such payments
directly to the intended recipient thereof. Upon receipt of the actual ▇▇▇▇ for
such period, the party receiving such ▇▇▇▇ shall promptly forward same to the
other party and Landlord and Tenant shall then make such adjustment and payment
as shall be required to make such proration accurate.
5. Real Estate Taxes. Landlord shall promptly pay all taxes and
assessments of every kind or nature which are now or may hereafter be imposed or
assessed upon the Premises by federal, state, or local government authority.
Tenant shall be entitled, but shall have no obligation, to pay any taxes or
assessments not promptly paid by Landlord as required above, in which case
Tenant may elect that the amount of such payment be either (i) deducted by
Tenant from the rent hereunder after notice of such payment is given by Tenant
to Landlord, or (ii) reimbursed to Tenant by Landlord within ten (10) days after
notice of such payment is given by Tenant to Landlord.
6. Insurance on Building. Landlord shall at all times during the term
of this Lease maintain and shall pay all premiums for the fire and hazard
insurance on the building constituting a portion of the Premises for not less
than the replacement cost thereof.
7. Other Insurance Coverage. Tenant shall at all times maintain the
following insurance coverage respecting the Premises and its business operations
thereon: public liability insurance for personal injury and property damage;
workers' compensation insurance required by South Carolina law; hazard insurance
on all contents and property of Tenant at the Premises and all property of other
persons temporarily stored at the Premises; and such other insurance coverages
required by this Lease or as are customarily carried on businesses such as that
to be conducted by Tenant at the Premises.
8. Condition of Premises. Landlord shall, at its own expense, keep the
Premises in good repair and shall make any and all necessary repairs and
replacements to the Premises.
9. Hazardous Substance Remediation. Notwithstanding anything contained
herein to the contrary, Tenant shall not be required to remediate, purge or
remove, or bear the cost of such remediation, purge or removal of, any hazardous
substance which contaminated the Premises prior to the commencement of the term
of this Lease or which existed at the
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commencement of the term of this Lease and worsened through no fault of Tenant
thereafter. In addition, Tenant shall not be obligated to take actions to
prevent such worsening of contamination which existed at the commencement of
this Lease. Landlord shall indemnify Tenant and hold Tenant and its officers and
agents harmless from any and all liability, claim, injury, damage, penalty, or
cost, (including reasonable attorney's fees) arising out of third party claims
or assertions resulting from any hazardous substances existing on the Premises
as of the effective date of this Lease.
10. Americans With Disabilities Act. Notwithstanding any term or
provision to the contrary contained herein, the Landlord, at Landlord's sole
cost and expense, shall ensure that the Premise and improvements thereon shall
be in material compliance with the Americans With Disabilities Act, as the same
is amended from time to time (the "Act"). Tenant shall not be required to make
any alterations or additions to the Premises (both structural and
non-structural) that may be necessary from time to time to keep or bring the
Premises in compliance with the Act.
11. Alterations. Tenant shall not make, or suffer to be made, any
alterations of the Premises, or any part thereof, without the written consent of
Landlord, which consent shall not be unreasonably withheld.
12. Entry by Landlord. Landlord shall have the right to enter the
Premises at reasonable times, for the purpose of inspection, posting notices or
supervising any necessary repairs and maintenance required hereto to be
performed by Landlord, upon reasonable written notice to Tenant.
13. Signs and Parking. Tenant shall have the exclusive right to use the
parking area which is part of the Premises. Tenant, at its discretion, may erect
such signs as it deems necessary or appropriate, so long as the same comply with
applicable laws and zoning restrictions.
14. Assignment and Subletting. Tenant shall have the right to make
subleases of all or any portion of the Premises and any permitted sublessee may
use the same for any lawful purpose permitted by this Lease, so long as Tenant
shall agree in writing to remain liable hereunder as though no subleases had
been made, unless Landlord acknowledges in writing that Tenant shall not remain
liable hereunder. Subject to Tenant's right to approval any assignee which will
not be unreasonably withheld, Landlord may assign this Lease and all rights
hereunder provided Tenant's use and enjoyment of the Premises during the term of
this Lease is not disturbed. Tenant shall be entitled to assign this Lease to
any corporation controlled by or under common control with Tenant, or in
connection with the acquisition of, or the sale of substantially all of, the
assets of Tenant. Landlord shall have the right to approval any purchaser of the
Premises, which approval shall not be unreasonably withheld.
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And Right of First Refusal
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15. Default of Tenant. The occurrence of any of the following events
shall constitute a breach of this Lease:
A. The failure of Tenant to pay rent or to make any other
payment of money as herein required when due for a period of ten (10) days after
delivery by Landlord of a written notice to Tenant of any such failure.
B. The expiration of a period of sixty (60) days following (I)
the adjudication of Tenant as a bankrupt by any court of competent jurisdiction,
(II) the entry of an order approving a petition filed by one other than Tenant,
seeking reorganization of Tenant under the National Bankruptcy Act or any other
applicable law of the United States or of any State, or (III) the appointment of
a trustee or receiver of all or substantially all of the business or property of
Tenant, or (IV) the levy of any attachments, execution or garnishment upon the
interest of Tenant hereunder, or upon the leasehold estate hereby created,
unless during such period such adjudication, order or appointment of a receiver
or trustee, attachment, execution or garnishment shall be vacated or unless
within such period Tenant shall have taken proper action to vacate such
adjudication, order or appointment of a receiver or trustee, attachment,
execution or garnishment, and in such event such occurrence shall not constitute
a breach of this Lease until final adjudication of the matter.
C. The filing by Tenant of a voluntary petition in bankruptcy
or the making of an assignment for the benefit of creditors, the consenting by
Tenant to the appointment of a receiver or trustee of all or any part of its
property, the filing by Tenant of a petition or answer seeking reorganization
under the National Bankruptcy Act or any other applicable law, or the filing by
Tenant of a petition to take advantage of any insolvency act.
D. The failure of Tenant to correct any default hereunder,
other than those specified in subdivisions (A), (B), and (C) of this Section 15
within thirty (30) days after delivery by Landlord to Tenant of a written notice
of such default, or if the default is of such a nature that it cannot be
corrected within thirty (30) days, then the failure of Tenant within such period
to commence and thereafter proceed diligently to cure such default.
If any of the above-mentioned events of default shall occur,
the Landlord at its option may re-enter and take possession of the Premises, and
at its option terminate this Lease and accelerate all payments due or coming due
hereunder.
16. Default of Landlord. If at any time during the term hereof
MainStreet or Landlord shall default in any of their respective obligations
under this Lease and/or the Acquisition Agreement, Tenant may give written
notice to Landlord of its intention to terminate the Lease together with a
statement of the nature of such default, and such termination shall become
effective on the thirtieth (30th) day after the date of such notice unless (a)
such default shall be cured within thirty (30) days after such notice, or (b) if
the default is of such a nature that it cannot be cured within such period, the
necessary steps to
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cure such default are duly commenced within such period and are thereafter
diligently pursued. Notwithstanding anything contained herein to the contrary,
in the event Landlord breaches this Lease, the Acquisition Agreement, or any
document or instrument ancillary thereto to which it is a party, such breach
thereof (at the expiration of the applicable grace period set forth therein)
shall constitute a breach by Landlord of this Lease.
17. Holding Over. In case Tenant holds over after the end of any term
herein provided, such tenancy shall be from month to month only, and not a
renewal hereof; subject, however, to every other term, covenant and condition of
this Lease, and the rent shall be at the monthly rate of the last year of the
lease term.
18. Damage or Destruction. The damage or destruction of the
improvements now existing on the Premises in whole or in part by fire or other
cause, or such material injury thereto shall at the option of Tenant, exercised
by notice to Landlord, within thirty (30) days after the date of such damage,
destruction or unavailability, produce and work a termination of this Lease.
Upon damage or destruction of the Premises in whole or in part, by fire or any
other cause, if Tenant shall not exercise its option to terminate this Lease
within such thirty (30) days, Landlord shall at its expense promptly restore the
Premises to the condition they were in immediately prior to such damage.
Notwithstanding anything contained herein to the contrary, the rent shall ▇▇▇▇▇
during the period said Premises are untenantable.
19. Condemnation. If any portion of the Premises shall be taken or
condemned by any competent authority for any public or quasi-public use or
purpose so as to render the remaining portion of the Premises unsuited for
Tenant's reasonable uses, even though the entire Premises be not so taken or
condemned, then Tenant, at any time thereafter, shall have the right to
terminate this Lease. Upon the termination of this Lease as herein provided,
Tenant shall be entitled to a refund of all rents paid in advance from the date
of termination to the date through which the rent shall have been paid. Tenant
hereby waives any and all rights to participate in the proceeds of any award
made in any condemnation proceedings for the taking of the Premises, or any
portion thereof, except the right to participate in Tenant's equitable portion
of any proceeds for the loss of Tenant's business at such location, if any.
20. Quiet Enjoyment. Landlord agrees and warrants that Tenant, keeping
and performing the covenants herein contained on the part of Tenant to be kept
and performed, shall at all times during the term of this Lease peaceably and
quietly have, hold and enjoy the Premises.
21. Removal of Trade Fixtures / Related Leases. Upon the termination of
the Lease, all trade fixtures, furniture, equipment and other personal property
which Tenant placed upon the Premises may be removed by Tenant, provided Tenant
shall otherwise leave the Premises in reasonable condition.
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And Right of First Refusal
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22. Set Off. Anything contained in this Lease to the contrary
notwithstanding, Tenant shall have the right of set off and recoupment against
amounts coming due hereunder in the event that Landlord breaches this Lease. In
the event Tenant elects to exercise the right of set off and recoupment set
forth herein, upon notice to Landlord the rental hereunder shall be deemed
reduced by the amount of any set off or recoupment to which the Tenant is
entitled. Landlord's right to lawfully contest such set off or recoupment in any
action to collect rental hereunder shall not be impaired by Tenant's exercise of
such set off or recoupment rights. The inclusion of this special set off or
recoupment provision shall not affect the availability, if any, of rights of set
off or recoupment arising at law or in equity.
23. Subject to Acquisition Agreement. This Lease is made, executed and
delivered in connection with the Acquisition Agreement, and is subject to all
the terms, provisions, and conditions thereof. To the extent of any conflict
between the terms hereof and thereof, the terms of the Acquisition Agreement
shall be controlling.
24. Representations and Warranties of Landlord. Landlord hereby
warrants, represents, and covenants as follows:
A. Authority. Landlord has taken all action necessary to
approve and authorize the execution of this Lease, and to consummate the
transactions contemplated hereby. When executed and delivered, this Lease shall
constitute valid and binding obligations of Landlord, enforceable in accordance
with its terms and conditions except as enforcement may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors rights generally and
by principles of equity. Neither the execution nor the delivery of this Lease
nor the consummation of the transactions contemplated hereby, nor compliance
with all of the terms and conditions hereof, will result in the breach by
Landlord of any of the terms, conditions or provisions of any trust, order,
judgment, law, or other contract, agreement or instrument to which he is a
party, or by which he is bound, or constitute a default of such indenture,
mortgage, deed of trust, order, judgment, law, or other contract, agreement or
instrument.
B. Title to Premises. Upon execution and delivery of this
Lease, Landlord will have good, marketable and insurable title to the Premises,
and will not be indebted to any contractor, laborer, mechanic, material man or
any other person or entity for work, labor, materials or services in connection
with the Premises for which any such person or entity could claim a lien against
the Premises.
C. Consents. No consent of any third party which has not been
obtained is required in connection with Landlord's lease of the Premises
hereunder, including but not limited to the consent of any financial
institution.
D. Litigation. There are no judicial or administrative actions
or proceedings pending, or to the best of Landlord's knowledge threatened, that
question the
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And Right of First Refusal
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validity of this Lease or any transaction contemplated hereby or that relate to
the Premises, including but not limited to condemnation or bankruptcy
proceedings, which if adversely determined would have an adverse affect upon
Landlord's ability to enter into this Lease or perform its obligations hereunder
or upon the use, enjoyment, or value of the Premises for Tenant.
E. Zoning. The Premises is currently zoned for commercial
operations and is in compliance with applicable zoning laws and ordinances; and
Landlord does not know that the status of such zoning is in question or subject
to change by the appropriate governmental authorities.
F. Environmental. The Premises is not now used and, to the
best of Landlord's knowledge, has never been used for the underground storage of
petroleum products, or as a garbage or refuse dump site, a landfill, a waste
disposal facility for the storage, processing, treatment or temporary or
permanent disposal of regulated waste materials, including without limitation
solid, industrial, toxic, hazardous, radioactive, nuclear or putrescible waste
or sewage, and, to the best of Landlord's knowledge, is in substantial
compliance with applicable environmental laws.
25. Representations and Warranties of Tenant. Tenant hereby represents,
warrants, and covenants as follows:
A. Organization and Good Standing. Tenant is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of South Carolina and has full corporate power to carry on its businesses
and to own and operate its properties and assets as presently owned and
operated. Tenant has taken all corporate action necessary to approve and
authorize the execution of this Lease, and to consummate the transactions
contemplated hereby. When executed and delivered, this Lease shall constitute
valid and binding obligations of Tenant, enforceable in accordance with its
terms and conditions except as enforcement may be limited by applicable
bankrupt, insolvency or similar laws effecting creditors rights generally and by
principles of equity. Neither the execution nor the delivery of this Lease nor
the consummation of the transactions contemplated hereby, nor compliance with
all of the terms and conditions hereof, will result in the breach by Tenant of
any of the terms, conditions or provisions of any trust, order, judgment, law,
or other contract, agreement or instrument to which it is a party, or by which
it is bound, or constitute a default of such indenture, mortgage, deed of trust,
order, judgment, law, or other contract, agreement or instrument.
B. Consents. No consent of any third party is required in
connection with the lease of the Premises hereunder.
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And Right of First Refusal
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C. Litigation. There are no judicial or administrative actions
or proceedings pending, or to the best of Tenant's knowledge threatened, that
question the validity of this Lease or any transaction contemplated hereby.
26. Rights of First Refusal. Landlord grants Tenant the right, at
Tenant's option, to purchase the Premises at the same price and upon the same
terms and conditions of any bona fide offer for the purchase thereof which
Landlord shall at any time during the term of this Lease be ready and willing to
accept. Landlord shall give Tenant written notice of all of the terms and
conditions of any such bona fide offer and Tenant shall have thirty (30) days
from and after the receipt of such notice in which to exercise its option to
purchase the Premises by giving written notice to Landlord. Such exercise of
said option to purchase the Premises shall create a binding agreement between
Landlord and Tenant for the sale and purchase of the Premises upon the same
terms and conditions contained in the bona fide offer. The right granted to
Tenant in this Section 26 shall be continuing until the lawful termination of
this Lease, and Tenant's failure to exercise such right with respect to any bona
fide offer shall not affect its rights as to any subsequent offers received by
Landlord or Landlord's heirs, successors, assigns, or legal representatives. In
the event Tenant should fail to exercise its right of first refusal option in
any instance, Landlord shall then be free to sell the Premises in accordance
with the offer of the prospective purchaser (or to any other purchasers upon
substantially the same terms) and to convey the Premises to such purchaser,
subject to the terms and conditions of this Lease; provided, however, that such
sale must be consummated within ninety (90) days after receipt by Tenant of
written notice of the terms and conditions of the offer. Tenant's rights under
this Section may be assigned to any person or entity controlling, controlled by,
or under common control with, Tenant. Tenant's failure to exercise its rights
under this Section shall not terminate this Lease nor extinguish Tenant's rights
or obligations under this Lease. Notwithstanding the foregoing, the Tenant shall
not have a right of first refusal in connection with the transfer of title to
the Premises from Landlord to A. ▇▇▇▇▇ ▇▇▇▇▇▇▇.
27. Binding Effect. This Lease shall inure to the benefit of the heirs,
successors, representatives, and permitted assigns of the parties hereto, and
shall bind the heirs, successors, representatives, and assigns of the parties
hereto.
28. References to Gender and Number Terms. Whenever the context
requires, the singular number shall include the plural, the plural the singular,
and the use of any gender shall include all genders.
29. Days Defined. Any reference in this Lease to a number of days shall
mean calendar days unless otherwise expressly provided.
30. Attorney's Fees. If any action at law or in equity shall be brought
to recover any rent under this Lease, or for or on account of any breach of or
to enforce or interpret any of the covenants, terms or conditions of this Lease,
or for the recovery of the possession of the
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Premises, the prevailing party shall be entitled to recover from the other party
as part of the prevailing party's cost a reasonable attorney's fee, the amount
of which shall be fixed by the court and shall be made a part of any judgment
rendered.
31. Headings. The headings of the paragraphs of this Lease are for
convenience or reference only and are not a part of this Lease.
32. Modifications. This Lease can only be modified by a written
agreement duly signed by authorized representatives of each party hereto.
Moreover, in order to avoid uncertainty, ambiguity and misunderstandings in
their relationships, the parties hereto covenant and agree not to enter into any
oral agreement or understanding inconsistent or in conflict with this Lease; and
the parties hereto further covenant and agree that any oral communication
allegedly or purportedly constituting such an agreement or understanding shall
be absolutely null, void and without effect.
33. Waiver. Any waiver by either party of any breach or any term or
condition hereof shall be effective only if in writing and such writing shall
not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Lease.
34. Relationship of the Parties. Nothing herein shall be deemed to
create any partnership, joint venture, or agency relationship between the
parties. Neither party shall make any representation or statement (whether oral
or written) to any person or entity inconsistent with this paragraph.
35. Third Parties. The provisions of this Lease are not intended to be
for the benefit of any third parties, and no third party shall be deemed to have
any privity of contract with either of the parties hereto by virtue of this
Lease.
36. Time of Essence. The parties acknowledge and agree that time is of
the essence in the performance of this Lease.
37. Severability. If any provision or provisions of this Lease shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
38. Governing Law. The construction and interpretation of this Lease
shall at all times and in all respects be governed by the laws of the State of
South Carolina.
39. Venue and Jurisdiction. The parties hereto hereby (i) agrees that
any litigation, action or proceeding arising out of or relating to this Lease
may be instituted in a state or federal court in the County of Richland, State
of South Carolina, (ii) waives any objection which it might have now or
hereafter to any such litigation, action or proceeding based upon improper venue
or inconvenient forum, and (iii) irrevocably submits to the jurisdiction of such
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And Right of First Refusal
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courts in any such litigation, action or proceeding. For all purposes of this
Lease, the parties hereto irrevocably consents to personal jurisdiction of such
courts, and further agrees that service of process upon such party may be
effected pursuant to the United States mail.
40. No Inference Against Author. No provision of this Lease shall be
interpreted against any party because such party or its legal representative
drafted such provision.
41. Entire Lease. This Lease constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
contemporaneous written or oral agreements and representations between the
parties with respect thereto.
42. Recordation. This Lease or a memorandum hereof may be recorded by
either party. The parties agree to execute for recording purposes any such
memorandum.
43. Notices. Any notice, request, approval, consent, demand or other
communication shall be effective upon the first to occur of the following: (i)
upon receipt by the party to whom such notice, request, approval, consent,
demand or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States mail, certified or registered,
return receipt requested, and addressed as follows:
Landlord: MainStreet Healthcare Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tenant: UCI Medical Affiliates of Georgia, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
The parties hereto may change their respective addresses by notice in writing
given to the other party to this Lease.
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And Right of First Refusal
Page 10
IN WITNESS WHEREOF, the parties hereto have executed this Lease this
31st day of March, 1998, to be effective as of April 1, 1998.
IN THE PRESENCE OF: LANDLORD:
MAINSTREET HEALTHCARE
CORPORATION
_________________________ By:_________________________________
(Witness as to Landlord) Its:____________________________
_________________________
(Witness as to Landlord)
TENANT:
UCI MEDICAL AFFILIATES OF GEORGIA,
INC.
_________________________ By:_________________________________
(Witness as to Tenant) ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Its: Chief Financial Officer
_________________________
(Witness as to Tenant)
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And Right of First Refusal
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STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF RICHLAND )
PERSONALLY appeared before me the undersigned witness and made oath
that s/he saw the within-named MainStreet Healthcare Corporation by its sign,
seal, and as his act and deed, deliver the within-written instrument for the
uses and purposes therein mentioned, and that s/he with the other witness whose
signature appears above, witnessed the execution thereof.
______________________________
WITNESS
SWORN TO before me this
31st day of March, 1998.
___________________________________________(L.S.)
Notary Public for South Carolina
My Commission Expires:_____________________
STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF RICHLAND )
PERSONALLY appeared before me the undersigned witness and made oath
that s/he saw the within-named UCI Medical Affiliates of Georgia, Inc., by ▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇., its Chief Financial Officer, sign, seal, and as its act and deed,
deliver the within-written instrument for the uses and purposes therein
mentioned, and that s/he with the other witness whose signature appears above,
witnessed the execution thereof.
______________________________
WITNESS
SWORN TO before me this
31st day of March, 1998.
___________________________________________(L.S.)
Notary Public for South Carolina
My Commission Expires:_____________________
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And Right of First Refusal
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SCHEDULE 1
LEGAL DESCRIPTION OF THE PREMISES
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land ▇▇▇ ▇▇▇ ▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, being more particularly
described as follows:
BEGINNING at an iron pin on the southwesterly side of Main Street
(Third Street), (based on an 80-foot right-of-way), 50 feet
northwesterly as measured along the southwesterly side of Main Street
from the intersection form by the southwesterly side of Main Street and
the northwesterly side of First Avenue; thence southwesterly 213.4 feet
to an iron pin on the northeasterly side of a 20-foot alley; thence
northwesterly along the northeasterly side of said alley 85 feet to an
iron pin; thence northeasterly 214.7 feet, more or less, to an iron pin
on the southwesterly side of Main Street; thence southeasterly along
the southwesterly side of Main Street 86.5 feet to the iron pin and the
TRUE POINT OF BEGINNING. Being improved properly known as ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, according to the present system of numbering houses in
DeKalb County, Georgia.
Lease And Option Agreement
And Right of First Refusal
Page 13
