EXHIBIT 10.7
SUMMIT CARE CORPORATION
2600W. Magnolia Boulevard, P.O. Box 2100, Burbank, California 91507-2100
(818)841-8750 FAX(818)841-5847
June 1, 1994
Palmorest Associates, Ltd.
c/o Michael Traiger & Company
4314 Marina City Drive
Marina Del Rey, CA 90292
Gentlemen:
This letter shall serve as notification of our intent to exercise the option to
extend our lease dated November 20, 1969 amended as of September 1, 1979 on the
property located at 13075 Blackbird, Garden Grove, CA 92643.
In accordance with the above mentioned lease terms, this extension shall be for
five (5) years commencing on September 1, 1994 and terminating on August 31,
1999. Monthly rent will continue to be computed as specified in the lease,
amendment paragraph III.
Please forward confirmation of this extension for our files.
Sincerely,
/s/ Derwin L. Williams
Derwin L. Williams
Vice President - Finance
LEASE OF
CONVALESCENT HOSPITAL FACILITY
(as amended)
Amendment to Lease, recorded December 1, 1969 in Book 9150, Page 794,
Official Records of Orange County, California. Said 1ease was executed November
20, 1969 by and between PARMCREST ASSOCIATES LTD., as Lessor, and CENTURY
CONVALESCENT CENTERS, a Delaware corporation, as Lessee (herein "Century").
IT IS HEREBY MUTUALLY AGREED, that the foregoing described lease shall
be and is hereby amended and the following paragraphs shall be amended in their
entirety to read as follows:
OPENING PARAGRAPH:
- -----------------
The Lessee shall be SUMMIT HEALTH LTD., a California corporation in
place and instead of CENTURY CONVALESCENT CENTERS.
II
TERM: The term of the lease shall be fifteen (15) years commencing
----
September 1, 1979.
III
RENT AND SECURITY DEPOSIT:
--------------------------
(a) During the term of this lease, Lessee shall pay to Lessor rent in
ADVANCE on or before the first day of each calendar month of the term hereof at
the rate of:
(i) For the first year of the TERM hereof the
sum of $11,025 or month ($87.50 per bed per month): and
(ii) For the second year the sum of $11,340 per
month ($90.00 per bed per month); and
(iii) For each succeeding year of the term hereof
and any extended term an increase of 1 1/2 dollars ($1.50 per bed per month over
and above the rent paid per bed per month for the preceding year -
(b) The first sentence of this subparagraph (b) shall be amended by
subsrirtiring $25,000 as security for the full and faithful performance of
Lessee's obligations hereunder, in place and instead of $40,000.
(c) Paragraph (c) of this subparagraph (c) is stricken and deleted
from this lease.
IV
USE:
---
The demised premises hereby leased by Lessee shall be used by Lessee
for the purposes of operating a 12G bed convalescent hospital, nursing home or
facility of a similar nature and for no other purpose whatsoever without the
express written permission of the Lessor first having been obtained. Such
permission by the Lessor shall not be unreasonably withheld.
XXIV
OPTION TO RENEW:
---------------
Provided not then in default, Lessee shall have the option,
exercisable not more than 90 and not less than 30 days prior to the end of the
initial term, to renew the ease for an
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additional five (5) year term on all of the lease terms and conditions as
herein set forth, and likewise have the option to renew this lease upon
notice as provided for herein, for a second additional five year term in the
manner and upon the terms and conditions above set forth.
XXV
PERSONAL PROPERTY:
-----------------
Lessee acknowledges that all personal property located in, on, or
about the premises, is the sole property of Lessor. Lessee shall, at his sole
cost and expense, insure, keep, and maintain in good and sanitary order,
condition and repair, all of the furnishings, equipment and personal property
in, on or about the premises and make replacements thereof as necessary, to
operate a 126 Bed Convalescent. Hospital in accordance with the rules and
regulations of all governmental agencies concerned; and all such personal
property, together with all substitutions and replacements therefor, shall
become and remain the property of Lessor.
The following additional articles are hereby added to the lease:
ARTICLE XXVII
REMOVAL OF PATIENTS:
-------------------
Lessee shall not remove patients from the premises to any other
convalescent hospital, nursing home, or facility, of a similar nature owned or
operated by Lessee or any assignee
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of Lessee hereunder. As used herein the phrase "owned or operated" shall
include, but not be limited to any entity in which lessee or any assignee of
Lessee owns any interest whatsoever, or has any financial arrangements pursuant
to which Lessee or any assignee of Lessee receives compensation of any kind
whatsoever, defining compensation in its broadest sense. Nothing contained
herein shall be construed to restrict Lessee of any assignee of Lessee from
removing patients to such a facility if the consent of Lessor, in writing, is
first obtained.
ARTICLE XXVIII
Lessee is given the option to assign this lease to its wholly owned
subsidiary, namely, ROYALWOOD CONVALESCENT HOSPITAL, a corporation.
Notwithstanding such assignment, Lessee SUMMIT HEALTH LTD., shall remain
obligated to pay all rents and perform all the obligations of this lease to the
same effect as SUMMIT had not assigned this lease to its named subsidiary.
ARTICLE XXIX
LATE CHARGES:
------------
In the event that any sums payable to Lessor under this lease are not
paid within fifteen (15) days after the date due, then, in such event, in
addition to the amounts due, there shall also be due a late payment charge in
the sum of $20.00. In addition thereto, interest at the maximum rate allowed by
law shall be added to the amount due Lessor. In the event any portion of this
Article is found to be unenforceable as an unlawful penalty, forfeiture,
liquidated damages clause, on the grounds
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of usury, or for any other reason, then the amount unenforceable by reason
thereof shall be forgiven, but any other sums provided for herein shall
nevertheless be due and payable.
ARTICLE XXX
Lessor in consideration of Lessee executing this lease agrees that any
sum paid by Lessee to Lessor's prior Lessee GLENN OLELS) of the demised
premises, as and for the purchase of the rent deposit heretofore paid to Lessor
by said prior Lessee but not exceeding $15,000.00, will be paid by Lessor to
Lessee in the event SUMMIT CANNOT obtain all necessary licenses and permits
required by law to operate a 126 bed convalescent hospital in its demised
premises. Such payment by Lessor shall be made it Lessee does not obtain all the
licenses herein mentioned within 95 days from September 1, 1979. Wherein GLENN
OLELS is mentioned herein, it shall also refer with equal force and effect to
PALM GROVE CONVALESCENT CENTER INC., formerly known as GLENHAVEN OF FULLERTON.
ARTICLE XXXI
SUMMIT hereby appoints ROYALWOOD CONVALESCENT HOSPITAL, a wholly owned
subsidiary corporation, as its nominee to be Lessee hereunder, but SUMMIT shall
at all times remain obligated to pay all the rents and perform all the
obligations of this lease, to the same effect as if SUMMIT had not appointed the
above named corporation to be the Lessee hereunder.
EXCEPT as said Lease is amended by this Instrument, all other
provisions of the described Lease shall remain in
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full force and effect between the parties hereto; and all former or other
amendments to this Lease are hereby cancelled and annulled.
Dated 9/1 1979.
-------
LESSEE: SUMMIT HEALTH LTD., and its appointed nominee as Lessee
hereunder,
ROYALWOOD CONVALESCENT HOSPITAL
By [ILLEGIBLE SIGNATURE]
-------------------------------------
By [ILLEGIBLE SIGNATURE]
-------------------------------------
LESSSOR: PALMCREST ASSOCIATES LTD.
By [ILLEGIBLE SIGNATURE]
--------------------------------------
By [ILLEGIBLE SIGNATURE]
--------------------------------------
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CONVALESCENT HOSPITAL LEASE
---------------------------
THIS LEASE is made this 20th day of November 20, 1969 between
---- -----------------
PALMCREST ASSOCIATES, LTD. hereinafter referred to as "Lessor", and CENTURY
- -------------------------- -------
CONVALESCENT CENTERS, a Delaware corporation, hereinafter referred to as
- --------------------------------------------
"Lessee"
I
PREMISES
--------
In consideration of the rent herein agreed to be paid by Lessee
and the covenants and conditions herein contained, Lessor hereby leases to
Lessee and Lessee hereby hires from Lessor, for the term hereinafter provided,
and upon the terms and conditions set forth herein, that certain real property
in the City of Garden Grove, County of Los Angeles, State of California, more
------------ ----------
particularly described in Exhibit A-1 attached hereto, together with all
improvements thereon and the personal property located thereon and more
particularly described in Exhibit A-2 attached hereto, said real property and
improvements and personal property being known and operated as Palmcrest
---------
Convalescent Home and sometimes hereinafter being collectively referred to as
- -----------------
"The Premises".
II
TERM
----
The term of this Lease shall be for 25 years, commencing on or
--
before December 31, 1969.
-----------------
III
RENT AND SECURITY DEPOSIT
(a) During the term of this Lease, Lessee shall pay to Lessor rent
in advance on or before the first day of each calendar month of the term at the
rate of $8,190 per month.
(b) Lessee has deposited with Lessor the sum of $40,000 as
security for the full and faithful performance of Lessee's obligations
hereunder. If Lessee defaults with respect to its obligations hereunder, Lessor
may use, apply or retain all or any part of the security deposit for the payment
of any sum in default, or to compensate Lessor for any loss or damage sustained
by reason of Lessee's default. If any portion of said deposit is to be used or
applied, Lessee shall within fifteen (15) days after written demand therefor
deposit cash with the Lessor in an amount sufficient to restore the security
deposit to its
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original amount. Lessor shall not be required to keep the security deposit
separate from its general funds, and Lessee shall not be entitled to interest on
such deposit. The security deposit or any balance thereof shall be returned to
Lessee at the expiration of the lease term.
IV
USE
---
The demised premises hereby leased by Lessee shall be used by
Lessee for the purposes of operating a convalescent hospital, nursing home or
facility of a similar nature and for no other purpose whatsoever without the
express written permission of the Lessor first having been obtained. Such
permission by the Lessor shall not be unreasonably withheld.
V
CARE AND MAINTENANCE
--------------------
Lessee shall, at its sole cost, keep and maintain the entire
demised premises, including the appurtenances, parking lot, and sidewalks
immediately adjacent thereto, as well as shrubbery and landscaping, in good and
sanitary order, condition and repair, replacing any broken glass. Lessee
expressly waives any right to require Lessor to make repairs, or to make repairs
at the cost of Lessor. By taking possession of the property Lessee accepts the
premises as presently being in good and sanitary order, condition, repair and
agrees on the last day of said term or sooner termination of this Lease to
surrender unto Lessor all and singular said Premises with said appurtenances in
at least as good a condition as when received, fair wear and tear, damages by
fire, act of God or by the elements excepted. Lessee further agrees to remove
all of Lessee's signs from said Premises in a good and workmanshiplike manner at
the termination of this Lease upon the request and option of the Lessor that he
do so. All work in the removal of said signs shall be done in a workmanshiplike
manner and without injury to the Premises.
VI
CHANGE AND ALTERATIONS
----------------------
Lessee may install partitions, fixtures, machinery and other
equipment in conformance with applicable ordinances and laws, and, if so
requested by
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Lessor, shall before the expiration of the term hereof remove the same, repair
any damage caused thereby, and restore all tine Premises substantially to their
condition prior to the making of any alterations or changes.
Lessee agrees not to make any other changes or alterations on or
to said Premises without the express written permission of Lessor first having
been obtained, which permission shall not be unreasonably withheld by Lessor.
Lessee shall not commit or suffer to be committed any waste upon said premises
or any nuisance or other act or thing which may disturb the quiet enjoyment of
any other tenant in the adjacent buildings. Any alteration to said Premises,
additions or improvements thereto shall become at once a part of the realty and
belong to tine Lessor.
VII
INSURANCE
---------
Lessee agrees to take out and keep in force during the term of the
lease at his own expense public liability, property damage and other insurance
to protect against liability to persons or property incident to the use of or
resulting in any way from any accident occurring in or upon or about said
Premises. Such policy or policies shall be in an amount not less than One
Hundred Thousand Dollars ($100,000.00) for injuries to or death of any one
person and in an amount not less than Three Hundred Thousand Dollars
($300,000.00) for injuries to or death of more than one person arising from one
and the same accident, and in an amount of not less than Twenty-Five Thousand
Dollars ($25,000.00) for damage or injury to personal property. Lessee agrees to
save, indemnify and hold Lessor harmless from liability arising out of Lessee's
utilization of the demised promises. Lessee shall furnish to Lessor a
certificate of said insurance, which certificate shall contain the provision
that it shall not be subject to cancellation without at least ten (10) days
written notice to the Lessor. In the event that Lessee fails to carry such
insurance Lessor is hereby given the right to obtain such insurance and add the
cost thereof to the rental accruing hereunder. However, Lessor shall be under no
obligation to do so.
Lessee shall carry and pay for fire and extended hazard insurance
to 100% of the insurable value of the building and improvements herein demised;
provided, however, that Lessor shall appear as co-insured on such policy or
policies. "Insurable value" shall be deemed to be such value as may be
determined at the time of Issuance of any policy of Insurance required under the
terms hereof and at the time of renewal of any such policy by the insurer
issuing said policy or renewal or by the broker through whom such insurance
shall be obtained. Evidence of such insurance value shall be furnished to
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Lessor at the time of each such issuance or renewal. Lessee may provide such
insurance on behalf of Lessor, under blanket policies to such effect. If Lessee
does not obtain and keep such insurance in full force and effect, Lessor may
take out the necessary insurance and pay the premiums thereon and repayment
thereof to Lessor shall be deemed to he a part of the rental and shall be paid
by Lessee to Lessor upon the next day when rent becomes due. Should there at any
time be a deed of trust on the demised premises to secure a loan from a lender,
the policy or policies hereinabove provided may contain a loss payable clause
in a form suitable to the lender; provided, however, that the lender shall in
turn be required to apply the proceeds of such insurance for the reconstruction
of the property. Lessee shall provide Lessor with evidence of such insurance
prior to commencing occupancy and at least ten (10) working days prior to
expiration of each policy period. Evidence of renewal shall be furnished to
Lessor during the term or extended terms of this Lease.
VIII
TAXES
-----
Lessee shall pay and discharge any real property taxes which shall
be assessed, levied or imposed upon the demised premises or any part thereof, by
the Federal, State, municipal or other governmental authority during the demised
term hereunder.
Lessee shall also promptly pay all personal property taxes
assessed as they pertain to personal property located within the building.
Taxes will be prorated at the beginning and the termination of
this Lease between Lessor and Lessee based upon the period of occupancy and the
taxes then prevailing.
IX
UTILITIES
---------
Lessee shall promptly pay for all gas, heat, light, power,
telephone or other utility services supplied to said Premises during the term of
this Lease.
X
INSPECTION & ACCESS
-------------------
Lessee shall permit Lessor and his agents to enter into and upon
said Premises at all reasonable times for the purpose of inspecting the same or
the maintenance thereof. Lessor shall have the further right to enter to and
upon said Premises at all reasonable times during the last six months of this
Lease for the purpose of displaying it to prospective lessees, and during such
period of time Lessor shall have the right to place upon the property any usual
or ordinary signs indicating that the property is for sale or lease.
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XI
COMPLIANCE WITH LAW
-------------------
Lessee shall at its sole cost comply with all requirements of all
municipal, state and federal and other governmental authorities now in force or
which may hereafter be enacted pertaining to the use of the leased premises and
shall faithfully observe in said use all such laws, ordinances, regulations and
statutes now in force or which may hereafter be enacted. The judgment of any
court of competent jurisdiction or the admission of Lessee in any action or
proceeding against Lessee whether Lessor be a party thereto or not that Lessee
has violated any such ordinances, regulations of statute in said use shall be
conclusive of that fact as between the Lessor and Lessee.
XII
ASSIGNMENT & SUBLETTING
-----------------------
(a) Lessee may, without the prior written consent of Lessor,
assign or sublet all or any part of Lessee's interest in this Lease or in the
Premises to a corporation which owns a majority of the outstanding voting stock
of Lessee, to any wholly-owned subsidiary of Lessee, or to an affiliated
corporation, but Lessee shall not otherwise voluntarily or by operation of law
assign, sublet, transfer, mortgage or otherwise encumber all or any part of
Lessee's interest in this Lease or in the Premises, without the prior written
consent of Lessor in each instance, and any such attempted assignment, sublease,
transfer, mortgage, or encumbrance without such consent shall be wholly void.
(b) No subletting or assignment permitted under subparagraph (a)
hereinabove or made with the consent of Lessor, shall relieve Lessee of its
obligations to pay the rent and to perform all of the other obligations to be
performed by Lessee hereunder. The acceptance of rent by Lessor from any other
person shall not be deemed to be a waiver by Lessor of any provisions of this
Lease or to be a consent to any assignment or subletting.
XIII
ABONDONMENT
-----------
Lessee shall not vacate or abandon the Premises at any time during
the term of this Lease. Failure on the part of the Lessee to operate the
business of a convalescent hospital, nursing home or similar facility for five
days for lack of proper licensing, or by reason of a suspension of license or
ceasing to do business for any reason not beyond the control of Lessee shall be
deemed an abondonment by the Lessee.
XIV
SURRENDER
---------
The voluntary or other surrender of this Lease by Lessee or a
mutual
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cancellation thereof shall not work a merger and shall at the option of Lessor
terminate all or existing subleases or subtenancies or may at the option of
Lessor operate as an assignment to any or all of such subleases or subtenancies.
The provisions of this paragraph shall not be construed as in any way
permitting a subletting without the written consent of Lessor.
XV
DESTRUCTION
-----------
In the event of partial or total destruction of the said Premises
during the term from any cause, Lessee shall give immediate notice thereof to
Lessor and Lessor shall forthwith repair or replace the same if such can be done
in accordance with the then existing laws and regulations. Such partial or total
destruction shall in no way annul or void this Lease except by the mutual
agreement of the parties and further except that Lessee shall be entitled to a
proportionate reduction of rent while such replacement or repairs are being
made. Such proportionate reduction to be based on the extent to which the making
of such repairs shall deprive the Lessee of the beneficial use thereof. In the
event that the demised premises cannot be so reconstructed or repaired with
reasonable diligence within 8 months from the date of such damage, this Lease
shall forthwith terminate at the option of either Lessor or Lessee, as of the
date of such damage. The determination of the time required for such
reconstruction or repair shall be made within 60 days following the date of such
damage; a firm commitment by a reputable contractor to complete within the time
permitted, together with all necessary governmental approvals, secured by either
party, shall conclusively establish that the time requirement can be met.
In the event of any damage or destruction as hereinabove referred
to, any insurance money received by or paid to the Lessor or Lessee by reason
thereof shall be applied to such costs of repairing, restoration or rebuilding
as therein provided for and required.
XVI
CONDEMNATION
------------
(a) Should forty per cent (40%) or more of (1) the Premises other
than gross floor area of the building, (2) the gross floor area of the building,
or (3) both together, be taken by condemnation proceeding, Lessee shall have the
option to terminate this Lease effective as of the date possession is taken by
the condemning authority provided that Lessee shall have given written notice
of such election to Lessor after the extent of such taking has been determined
and not later than ninety (90) days after Lessor has given Lessee written notice
of the extent of such taking, provided further than such option or the
-6-
exercises thereof shall not be construed as denying to Lessee of any right to
compensation by reason of such taking to which it would otherwise be entitled
(b) In the event of any taking which does not so result in a
termination of this Lease as aforesaid, the rental payable hereunder shall be
reduced, effective as of the date of which the condemning authority takes
possession, in proportion to the reduction in the number of Square feet of land
by reason of such taking. Lessor shall promptly at its expense, restore the
portion of said Premises riot so taken to as near its former condition as is
reasonably possible, and this Lease shall continue in Full force and effect.
(c) All damages awarded for any such taking shall belong to Lessor
including damages, if any, which may be awarded as compensation for diminution
in value of the leasehold or of the fee; provided, however, that Lessor shall
not be entitled to share in any award made to Lessee for damages for
interruption of or interference with Lessee's business.
XVII
SUBORDINATION
-------------
Upon written request by Lessor, Lessee shall subordinate its rights
under this Lease to the lien of any mortgage or deed of trust now or here-after
enforced against the Premises and to all loans made or hereafter to be made upon
the security thereof; provided, however, that any Such mortgage or deed of trust
shall provide that this Lease shall remain in full force and effect for the term
or terms herein set forth so long as Lessee is not in default hereunder, and
farther provided that the payments on such encumbrances shall be in periodic
amounts less than the periodic payments due hereunder. Should Lessor default in
making the payments on said encumbrances, Lessee may make said payments and set
off said sum against the monies due and payable to Lessor hereunder.
XVII
BREACH
------
In the event of any breach of this Lease by the Lessee and the
failure of Lessee to correct and remedy such breach within fifteen days after
receipt of written notice from Lessor, then Lessor besides other rights and
remedies he may have, shall have the immediate right of re-entry and may remove
all persons therefrom. Should Lessor elect to re-enter as herein provided, or
should he take possession pursuant to legal proceedings or pursuant to any
notice provided for by law, he may either terminate this Lease or may from time
to time without terminating this Lease relet said Premises or any part thereof
for such term or terms and for such rental or rentals and upon such other terms
and conditions as Lessor in his sole discretion may deem advisable. Rentals
received by Lessor for such reletting shall be applied:
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(1) to the payment of any cost of such reletting, (2) to the payment of the cost
of any repairs to the Premises, (3) to the payment of rent due and unpaid
hereunder, and the residue, if any, shall be held by Lessor and applied in
payment of future rent as the same may become due and payable hereunder. Should
such rentals received from such reletting during any month be less than that
agreed to be paid during that month by Lessee hereunder, then Lessee shall pay
such deficiency to Lessor upon Lessor's demand. No such re-entry or taking
possession of said Premises by Lessor shall be construed as an election on his
part to terminate this Lease unless a written notice of such intention be given
to Lessee or unless the termination thereof be decreed by a Court of competent
jurisdiction. Notwithstanding any such reletting without termination, Lessor may
at any time thereafter elect to terminate this Lease for such previous breach.
Should Lessor at any time terminate this Lease for any breach in addition to any
other remedy he may have, he may recover from Lessee all damages he may incur by
reason of such breach including the costs of recovering the Premises and
including the worth at the time of such termination of the excess, if any, of
the amount of rent and charges equivalent to rent reserved in this Lease for the
remainder of the stated term over the then reasonable rental value of the
Premises for the remainder of the stated term.
XIX
EARLY TERMINATION
-----------------
Either (a) the appointment of a receiver to take possession of all
or substantially all of the assets of Lessee or (b) a general assignment by
Lessee for the benefit of creditors, or (c) any action taken or suffered by
Lessee under any insolvency or bankruptcy act shall constitute a breach of this
Lease by Lessee.
XX
ATTORNEYS' FEES
---------------
In the event either party brings an action against the
other to enforce condition or covenant of this Lease, the prevailing party in
such action shall be entitled to recover the court costs and reasonable
attorneys' fees in judgment rendered through such action.
XXI
NOTICES
-------
All notices to be given to Lessee may be given in writing
personally or by depositing same in the United States mail postage prepaid and
addressed to Lessee at said premises whether or not Lessee has departed from,
abandoned or vacated the Premises. All notices to be given to Lessor shall
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be given in writing personally, or be depositing same in the United States mail
postage prepaid and addressed to Lessor: % Traiger, Crasnick, 1605 Ventura
---------------------------------
Boulevard, Encino, California or such other address as Lessor may designate to
- -----------------------------
Lessee in writing.
XXII
WAIVER
------
The waiver by Lessor of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term
covenant or condition or any subsequent breach of the same, or any other term,
covenant or condition herein contained.
XXIII
HOLDING OVER
------------
Any holding over after the expiration of the said term with the
consent of Lessor shall be construed as a tenancy from month to month on the
same terms and conditions as herein specified.
XXIV
OPTION TO RENEW
---------------
Provided not then in default hereunder, Lessee shall have the
option, exercisable not more than 90 and not less than 30 days prior to the end
of the initial term, to renew the Lease for an additional term of 10 years upon
--
all of the terms and conditions herein contained.
XXV
PERSONAL PROPERTY
-----------------
Lessee shall, at its sole cost insure and keep and maintain in
good and sanitary order, condition and repair all of the personal property
listed on Exhibit A-2 hereof, and will make replacements thereof as necessary,
and all such personal property shall be and remain, and any and all
substitutions and replacements therefor shall become, the property of Lessor
upon the expiration or earlier termination of this Lease. All substantial
additions made by Lessee to the furnishings, equipment and other personal
property located on the premises shall, however, be and remain the property of
Lessee upon the expiration or earlier termination of this Lease.
XXVI
MISCELLANEOUS PROVISIONS
------------------------
The covenants and conditions herein contained shall, subject to
the provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of all the parties hereto. Time is of
the essence of this Lease.
-9-
In the event that any part or provision of this Lease shall be invalid and
legally unenforceable, the remainder hereof shall nevertheless be carried out
disregarding such part or provision.
Where the context so indicates the singular number where used in this
instrument shall include the plural and the plural the singular, the present
tense shall include the future and the future the present, the masculine gender
shall include the feminine and neuter.
IN WITNESS WHEREOF, the parties hereunto have executed this Lease the day
and year first above written.
/s/ Signature appears here CENTURY CONVALESCENT CENTERS, INC.
- ---------------------------- -------------------------------------
/s/ Signature appears here By /s/ William F. Moody Jr. Pres
- ---------------------------- -------------------------------------
- ---------------------------- -------------------------------------
LESSOR LESSEE
General Partners of
THE PALMCREST GENERAL COMPANY,
the General Partner of
PALMCREST ASSOCIATES, LTD.
- --------------------------------------------------------------------------------
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On November 20th, 1969 before me, the undersigned,
a Notary Public in and for said State, personally
appeared William F. Moody, Jr., known to me to be
the President of the CENTURY CONVALESCENT CENTERS,
INC., the Corporation that executed the within
instrument, known to me to be the person who
executed the within instrument, on behalf of the
Corporation, therein named, and acknowledged to me
that such Corporation executed the same.
---------------------------------------------------
---------------------------------------------------
WITNESS my hand and official seal.
/s/ Joanne Burdt
--------------------------------------
[SEAL OF JOANNE BURDT Joanne Burdt
NOTARY PUBLIC CALIFORNIA --------------------------------------
APPEARS HERE] NAME(TYPED OR PRINTED)
Notary Public in and for said State.
================================================================================
STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
November 20, 1969, before me to the undersigned, a Notary Public in and for said
State, totally appeared ISAAC BRASSNER and MELVIN WANDER, known to me to be two
of the partners PALMCREST GENERAL COMPANY, a partnership, said partnership being
known to me to be one the partners of PALMCREST ASSOCIATES, LTD. the partnership
that executed the within instrument, and acknowledged to me that they executed
the same as partners of the partnership first above named, that said partnership
executed the same as a partner of CREST ASSOCIATES, LTD., and that said last
named partnership executed the same.
WITNESS my hand and official seal.
/s/ Signature appears here
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-10-
[SEAL APPEARS HERE]