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Exhibit 10.50
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement this "Agreement" by and between Irwin
M. Herz, Jr., Trustee for the Three R Trusts "Landlord" and Summit Care
Corporation "Tenant", a California corporation.
WHEREAS, Landlord and Tenant are the respective lessor and lessee with
respect to that certain "Nursing Home Lease Agreement", made October 15, 1990 by
and between Landlord and Oakcrest Nursing Center, Inc. ("Oak Crest") (Tenant's
predecessor in interest) concerning the real property and improvements thereon
located in Aransas County, Texas more particularly described on Exhibit "A"
attached hereto and incorporated herein by reference for all purposes, as
supplemented by that certain undated "Supplemental Agreement to Nursing Home
Lease Agreement" executed by said parties and amended by that certain "Amendment
to Nursing Home Lease Agreement" dated on or about July 20, 1992 by and between
Landlord, Oak Crest and Leonard May Enterprises, Inc. as Optionee and further
amended by that certain "Consent to Assignment and Assumption Agreement" dated
on or about October 5, 1994 (said Lease as supplemented and amended collectively
the "Lease"); and
WHEREAS, Tenant is the successor in interest to all the interest of
Oakcrest Nursing Center, Inc. (also known as Oak Crest Nursing Center, Inc.)
and is the owner and holder of all of the lessee's interest in and to the
Lease; and
WHEREAS, Tenant desires to exercise its option to purchase the Demised
Premises (as defined in the Lease) in accordance with the Lease; and
WHEREAS, Landlord and Tenant desire that the Lease shall terminate upon
consummation of such acquisition.
NOW THEREFORE, in consideration of $10.00 and of the premises herein
and the mutual covenants hereinafter set forth, the receipt and insufficiency
which is hereby acknowledged, the parties agree as follows:
1. Landlord represents and warrants that the Landlord is the sole
beneficial owner of all of the right, title and interest of the
lessor under the Lease.
2. Tenant represents and warrants that Tenant is the sole beneficial
owner of all of the right, title and interest of the lessee under
the Lease.
3. (a) Upon delivery of the Purchase Option Price, defined below, to
Landlord, the Lease shall terminate. Such termination of the Lease
is expressly conditioned upon Tenant's payments to Landlord of the
amount of:
(i) $1,997,334.00 (in accordance with Section 22.1
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of the Lease) plus (b) in the event the closing, funding and delivery of
the Purchase Option Price referred to in subparagraph 1, to the Landlord
does not occur on July 1, 1996, then an additional amount equal to
$725.39 under the Lease for each additional day or portion thereof from
and including July 1, 1996 until such closing, funding and delivery to
the Landlord occurs.
(iii) "Delivery" to Landlord means receipt of wire transferred
funds by Landlord's bank, Moody National Bank of Galveston, in
accordance with Landlord's (or Landlord's attorney's) written
instructions which have been delivered to the title company closing the
subject conveyance.
(iv) Any and all provisions in the Lease which would survive
expiration of the term of the Lease, including any releases, indemnities
and hold harmlesses shall survive the termination of the Lease herein
referenced.
(b) As consideration for Landlord's execution and delivery of the Bill of
Sale and Assignment dated on or about the date hereof relating to
certain personal property on or about the Demised Premises which is more
particularly described therein. Tenant shall pay Landlord, and Landlord
agrees to accept, the amount of $25,000.00 simultaneous with the
delivery of the Purchase Option Price to Landlord.
4. Where appropriate, all references to the singular shall include the
plural and vice versa and references to any gender shall include the
others.
5. Each person executing on behalf of the parties hereto represents that
such person has the full right, power and authority to execute and
deliver this Agreement on behalf of such party without any further
action or consent of any other person or entity.
6. This Agreement may be executed in multiple counterparts, each of which
shall be an original instrument and which, taken together constitute one
and the same agreement.
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EXECUTED on the _______ day of ____________________, 1996 with respect
to Landlord and on the 10th day of July, 1996 with respect to Tenant, in each
case to be effective as of the 10th day of July, 1996.
By:
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IRWIN M. HERZ, JR., Trustee for
the Three R Trusts and not
individually
SUMMIT CARE CORPORATION
By: /s/ DERWIN L. WILLIAMS
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Name: Derwin L. Williams
Its: Sr. Vice President Finance
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