EX-10.54 11 g89916a7exv10w54.txt EX-10.54 AMENDEMENT NO. 1 TO GROUND LEASE, DATED NOVEMBER 29, 2001 EXHIBIT 10.54 AMENDMENT NO. 1 TO GROUND LEASE AGREEMENT THIS AMENDMENT NO. 1 TO GROUND LEASE AGREEMENT ("FIRST AMENDMENT") is made and entered into as of November 29, 2001 by and between NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING, INC., a California corporation ("LANDLORD"), and OCADIAN CARE CENTERS, INC., a California corporation formerly known as Guardian Postacute Services, Inc. ("TENANT"), with reference to the following facts: A. Landlord and Tenant are parties to that certain Ground Lease Agreement dated November 14, 1997 ("LEASE"). Pursuant to the Lease, Tenant leases from Landlord the Land upon which Redding Specialty Hospital, a rehabilitation hospital owned by Tenant, is located. B. Landlord and Tenant now desire to amend the Lease to extend the term thereof and to provide a new schedule of Minimum Rent for the Term as extended. NOW, THEREFORE, in consideration of the foregoing recitals and the agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows. 1. DEFINITIONS Unless otherwise defined in this First Amendment, all capitalized terms used herein shall have the meanings given to them in the Lease. 2. TERM Notwithstanding anything to the contrary contained in the Lease, the Term shall expire at 12:00 p.m. on November 16, 2075. 3. MINIMUM RENT The schedule of Minimum Rent attached to the Lease as "EXHIBIT C" is hereby deleted and the schedule of Minimum Rent attached hereto as "REPLACEMENT EXHIBIT C" is substituted therefore. 4. EFFECT ON LEASE; GENERAL PROVISIONS Except as set forth in this First Amendment, the terms and provisions of the Lease are hereby ratified and declared to be in full force and effect. This First Amendment shall be governed by the provisions of the Lease regarding governing law and successors and assigns. This First Amendment shall become effective upon its execution, which may occur in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Caption and paragraph headings are used herein for convenience only, are not a part of this First Amendment or the Lease as amended by this First Amendment and shall not be used in construing either document. Each reference to the Lease in any agreement contemplated thereby or executed in connection therewith, whether or not accompanied by reference to this First Amendment, shall be deemed a reference to the Lease as amended by this First Amendment. IN WITNESS WHEREOF, the parties have executed this First Amendment on the date written above. LANDLORD: NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING, INC. By: /s/ Lawrence G. Hixon ------------------------------------- Name: Lawrence G. Hixon Title: Vice President TENANT: OCADIAN CARE CENTERS, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ Amendment and shall not be used in construing either document. Each reference to the Lease in any agreement contemplated thereby or executed in connection therewith, whether or not accompanied by reference to this First Amendment, shall be deemed a reference to the Lease as amended by this First Amendment. IN WITNESS WHEREOF, the parties have executed this First Amendment on the date written above. LANDLORD: NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING, INC. By:______________________________________ Name: Lawrence G. Hixon Title: Vice President TENANT: OCADIAN CARE CENTERS, INC. By: /s/ Robert G. Peirce ------------------------------------- Name: Robert G. Peirce Title : Chief Executive Officer -2- REPLACEMENT EXHIBIT C Schedule of Minimum Rent
Minimum Rent ------------ Year 1 15,815 Year 2 16,448 Year 3 17,106 Year 4 17,790 Year 5 18,501 Year 6 19,241 Year 7 20,011 Year 8 20,811 Year 9 21,644 Year 10 22,510 Year 11 23,410 Year 12 24,346 Year 13 25,320 Year 14 26,333 Year 15 27,386 Year 16 28,482 Year 17 29,621 Year 18 30,806 Year 19 32,038 Year 20 33,320 Year 21 34,653 Year 22 36,039 Year 23 37,480 Year 24 38,979 Year 25 40,539 Year 26 42,160 Year 27 43,847 Year 28 45,600 Year 29 47,424 Year 30 49,321 Year 31 51,294 Year 32 53,346 Year 33 55,480 Year 34 57,699 Year 35 60,007 Year 36 62,407 Year 37 64,904 Year 38 67,500 Year 39 70,200
Minimum Rent ------------ Year 40 73,008 Year 41 75,928 Year 42 78,965 Year 43 82,124 Year 44 85,409 Year 45 88,825 Year 46 92,378 Year 47 96,073 Year 48 99,916 Year 49 103,913 Year 50 108,069 Year 51 112,392 Year 52 116,888 Year 53 121,563 Year 54 126,426 Year 55 131,483 Year 56 136,742 Year 57 142,212 Year 58 147,900 Year 59 153,816 Year 60 159,969 Year 61 166,368 Year 62 173,023 Year 63 179,944 Year 64 187,141 Year 65 194,627 Year 66 202,412 Year 67 210,508 Year 68 218,929 Year 69 227,686 Year 70 236,793 Year 71 246,265 Year 72 256,116 Year 73 266,360 Year 74 277,015 Year 75 288,095 Year 76 299,619 Year 77 311,604 Year 78 324,068
Recording Requested By and RECORDED IN OFFICIAL RECORDS When Recorded Return to: Chicago Title OF SHASTA COUNTY, CALIFORNIA Ervin, Cohen & Jessup LLP 46 MIN. PAST 2PM 9401 Wilshire Boulevard NOV 17 1997 Ninth Floor Beverly Hills, CA 90212 [ILLEGIBLE] Attn: Kenneth A. Luer, Esq. RECORDING FEES 20.00 -------------------------------------------------------------------------------- Space Above Line for Recorder's Use Only MEMORANDUM OF LEASE AGREEMENT This Memorandum of Lease, made and agreed to as of the 12th day of November, 1997, by and between NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING, INC., a California corporation ("Lessor"), and GUARDIAN POSTACUTE SERVICES, INC., a California corporation ("Lessee"). WITNESSETH For and in consideration of the sum of One Dollar ($1.00), the further consideration of the rents reserved and the covenants and conditions more particularly set forth in that certain Ground Lease Agreement between Lessor and Lessee of even date herewith ("Lease"), and other good and valuable consideration, the receipt of which is hereby acknowledged, Lessor and Lessee do hereby covenant, promise and agree as follows: 1. Lessor demises unto Lessee and Lessee takes from Lessor for the term hereinafter provided the land legally described as set forth in Exhibit A attached hereto and hereby incorporated herein by reference ("Leased Premises"). 2. The Lease term shall commence on the date hereof and shall continue thereafter for a period of thirty (30) years from such date. 3. There are restrictions upon Lessee's right to assign all or any part of the Lease, or to sublet any space in the Leased Premises themselves, without Lessor's prior written consent, as provided in Article XII of the Lease. 4. The Lease contains an option to purchase the Leased Premises, as provided in Article XVII of the Lease. 5. This Memorandum of Lease Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 6. The sole purpose of this document is to give notice of the Lease and all of its terms, covenants and conditions to the same extent as if the Lease were fully set forth herein. The conditions, covenants and agreements contained in this document shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. All covenants and agreements of this instrument and the Lease shall run with the land. 7. This Memorandum of Lease Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, collectively, shall constitute one and the same document. [This space intentionally left blank] IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease Agreement as of November 12, 1997. LANDLORD: NATIONAL MEDICAL SPECIALTY HOSPITAL OF REDDING, INC., a California corporation By: /s/ Donald W. Thayer ------------------------------------- Name: Donald W. Thayer Its: Authorized Signatory TENANT: GUARDIAN POSTACUTE SERVICES, INC., a California corporation By /s/ Hugh J. Van Ness -------------------------------------- Name: HUGH J. VAN NESS Its: CFO EXHIBIT A The following land situated in the State of California, County of Shasta: PARCELS A AND B AS SET FORTH AND SHOWN ON THAT CERTAIN MAP ENTITLED, "PARCEL MAP NO. LS 104-78 FOR DAVID LEE MCGEORGE AND SHIRLEY JEAN MCGEORGE, AS CO-TRUSTEES OF DAVES MAC., INC. PROFIT SHARING TRUST, BEING A PORTION OF TRACT E, DIVISION 2 OF THE P.B. READING GRANT, IN THE CITY OF REDDING, SHASTA COUNTY, CALIFORNIA" FILED IN THE OFFICE OF THE COUNTY RECORDER, FEBRUARY 7, 1979 IN BOOK 17 OF PARCEL MAPS AT PAGE 87, SHASTA COUNTY RECORDS EXCEPTING THEREFROM ALL BUILDINGS AND IMPROVEMENTS, WHICH ARE AND SHALL REMAIN REAL PROPERTY. EXCEPTING FROM SAID PARCEL B ALL THAT PORTION CONVEYED TO THE CITY OF REDDING BY DEED RECORDED NOVEMBER 12, 1985 IN BOOK 2190 PAGE 500, SHASTA COUNTY RECORDS. ASSESSOR'S PARCEL NUMBER 103-240-51.