October 23, 1997
BANCAMERICA XXXXXXXXX XXXXXXXX
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of October 23, 1997 between CareMatrix Corporation, a Delaware
corporation (the "Company"), and you in consideration of the Securities Loan
Agreement of even date herewith. Reference is made to the Securities Loan
Agreement of even date herewith (the "Securities Loan Agreement"), by and among
BancAmerica Xxxxxxxxx Xxxxxxxx (the "Borrower"), American Securities Transfer &
Trust, Inc., not in its individual capacity, but solely as Custodian under the
Custodian Agreement dated as of the date hereof (the "Custodian Agreement")
between each of the Shareholders (as defined herein) and the Custodian, and each
of Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, not in their individual capacities
but solely as Trustees under the Xxxxxx CareMatrix Trust (the "Trust") and that
certain group of officers of the Company and other individuals set forth on the
Exhibit C hereto (the "Officers and Others Group"). The Custodian is referred to
herein as the "Lender". Xx. Xxxxxx and the Officers and Others Group are
collectively referred to herein as the "Shareholders". CareMatrix Corporation, a
Delaware corporation (the "Company"), hereby confirms its agreement with you as
follows:
1. SHELF REGISTRATION. The Company shall, as promptly as practicable
after the execution of this agreement but in no event later than October 30,
1997, file with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 (the "Shelf Registration Statement") of the
Company under the Securities Act of 1933, as amended (the "1933 Act"), covering,
among other things, the sale by Borrower of shares of common stock of the
Company ("Common Stock") that are Loaned Securities ("Loaned Company Stock").
The Company shall use its all commercially reasonable efforts to cause the
Commission to declare the registration statement effective as promptly as
practicable and in any event not later than 45 days following the filing
thereof.
"Loaned Security" shall mean any share of Common Stock delivered as a
Loan under the Securities Loan Agreement until the Clearing Organization credits
Lender's accounts or the certificate for such share (or an identical share) is
delivered or otherwise accepted back under such Securities Loan Agreement or
until the share is replaced by purchase of an identical security, except that,
if any new or different security shall be exchanged for any Loaned Security by
reorganization, recapitalization or merger of the issuer of such Loaned
Security, such new or different security shall, effective upon such exchange, be
deemed to become a Loaned Security in substitution for the former Loaned
Security for which such exchange was made. For purposes of the return of Loaned
Securities by Borrower or the purchase or sale of securities pursuant to Section
13 of the Securities Loan Agreement, such term shall include securities of the
same
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issuer, class and quantity of Loaned Securities, as adjusted pursuant to the
preceding sentence. Notwithstanding the foregoing, any non-cash property deemed
added to the Loaned Securities pursuant to Section 7.2 of the Securities Loan
Agreement shall be deemed Loaned Securities until delivered to Lender upon
termination of the Loan thereof.
(b) The Company shall use its all commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective in order to permit
the prospectus constituting a part thereof (the "Prospectus") to be usable by
Borrower, or any person to whom Borrower lends Loaned Company Stock (Borrower or
any such person being referred to herein as a "Holder"), in connection with any
public offering and sale of Loaned Company Stock.
(c) The Company shall be deemed not to have used all commercially
reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if the Company voluntarily takes any action that would result
in Borrower not being able to offer and sell any Loaned Borrowed Stock during
that period, unless (i) such action is required by applicable law, (ii) upon the
occurrence of any event contemplated by Section 2(c)(v) below, and such action
is taken by the Company in good faith and for valid business reasons or (iii)
the continued effectiveness of the Shelf Registration Statement would require
the Company to disclose a material financing, acquisition or other corporate
development, and the proper officers of the Company shall have determined in
good faith that such disclosure is not in the Company's best interests or the
best interests of its stockholders, and, in the case of clause (ii) above, the
Company thereafter promptly complies with the requirements of Section 2(h)
below.
2. REGISTRATION PROCEDURES. In connection with any Shelf Registration
Statement, the following provisions shall apply:
(a) The Company shall furnish to Borrower, prior to the filing thereof
with the Commission, a copy of any Shelf Registration Statement and each
amendment thereto and each supplement, if any, to the Prospectus included
therein and of each report or other document incorporated therein by reference)
and shall use its best efforts to reflect in each such document, when so filed
with the Commission, such comments as Borrower reasonably may propose.
(b) Notwithstanding any other provision hereof, the Company shall take
such action as may be necessary so that (i) any Shelf Registration Statement,
and any amendment thereto, and any Prospectus forming a part thereof, and any
amendment or supplement thereto (and each report or other document incorporated
therein by reference in each case) complies in all material respects with the
1933 Act and the 1934 Act and the respective rules and regulations thereunder,
(ii) any Shelf Registration Statement, and any amendment thereto, does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
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state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any Prospectus forming a part of any
Shelf Registration Statement, and any amendment or supplement to such
Prospectus, does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the Company shall not be responsible for the correctness of any information
contained in the Shelf Registration Statement or the Prospectus or any amendment
or supplement thereto provided to the Company in writing by Borrower
specifically for inclusion therein.
(c) The Company shall advise Borrower, and, if requested by Borrower,
confirm such advice in writing:
(i) when the Shelf Registration Statement or any amendment thereto has
been filed with the Commission and when the Shelf Registration Statement or
any amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to
the Shelf Registration Statement, the Prospectus, or each report or other
document incorporated by reference therein, or for additional information;
(iii) of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement or any amendments
thereto or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Loaned Common Stock for sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and
(v) of the happening of any event that requires the making of any
changes in the Shelf Registration Statement or any amendment thereto or
each supplement, if any, to the Prospectus forming a part thereof in order
to make the statements therein not misleading.
(d) The Company will make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement at the earliest possible time.
(e) The Company will furnish to Borrower, without charge, at least one
copy of the Shelf Registration Statement and any post-effective amendment
thereto, any report or document incorporated by reference therein, including
financial statements and schedules, and, if Borrower so requests in writing, all
exhibits (including those incorporated by reference).
(f) The Company will deliver to Borrower, without charge, as many copies
of the Prospectus and any amendment or supplement thereto as Borrower may
reasonably request;
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and will consent to the use of the Prospectus or any amendment or supplement
thereto by Borrower in connection with the offering and sale of the Loaned
Company Stock.
(g) The Company will register or qualify or cooperate with Borrower in
connection with the registration or qualification of such securities for offer
and sale under the securities or blue sky laws of such jurisdictions as Borrower
reasonably requests in writing and do any and all other acts or things necessary
or advisable to enable the offer and sale in such jurisdictions of the Loaned
Company Stock; provided, however, that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process or to taxation in any such jurisdiction where it is not then so subject.
(h) Upon the occurrence of any event contemplated by Section 2(c)(v)
above, the Company will promptly prepare a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the Prospectus forming a
part thereof or any document or report incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to purchasers of the Loaned Company Stock, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
(i) The Company shall instruct Borrower to immediately suspend its use
of the Prospectus if (i) the Commission has issued a stop order suspending the
effectiveness of the Shelf Registration Statement, (ii) an event contemplated by
Section 2(c)(v) above has occurred or (iii) the Board of Directors of the
Company, on the advice of its counsel, reasonably concludes that it is
inadvisable as a matter of the federal securities laws that the Prospectus
continue to be used. Such an instruction shall be given by facsimile
transmission, with receipt confirmed telephonically. Such an instruction shall
be deemed received (A) if receipt by each required recipient is telephonically
confirmed between the hours of 7:30 a.m. and 4:30 p.m. on any Business Day, two
hours after the last such confirmation is obtained or (B) otherwise, upon the
next opening of business of the American Stock Exchange following the time the
last such confirmation is made.
3. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify, contribute to and hold harmless Borrower and each person, if any, who
controls Borrower within the meaning of Section 15 of the 1933 Act as follows:
(1) against any and all loss, liability, claim, damage, expense and
judgment whatsoever ("Loss"), as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement (or any amendment thereto or any information
document or report incorporated by reference therein), or the omission or
alleged omission therefrom of a material fact required to be
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stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus (or any amendment or supplement
thereto or any information document or report incorporated by reference
therein) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(2) against any and all loss, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if such
settlement is effected with the written consent of the Company; and
(3) against any and all expense whatsoever, as incurred, reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (A) or (B) above;
provided, however, that the provisions of this Section 3 shall not apply
to any Loss to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by Borrower expressly for use
in the Shelf Registration Statement (or amendment thereto) or the Prospectus.
(b) The Company agrees to indemnify and hold harmless Borrower against
any and all Loss, as incurred, following receipt by Borrower of a written
instruction from the Company to cease using the Prospectus, to the extent such
Loss arises out of Borrower's inability to deliver Loaned Company Stock upon
settlement of trades entered into prior to receipt by Borrower of such
instruction. The Company shall not be required under this Section 3(b) to
indemnify Borrower for any Loss to the extent such Loss arises out of (1)
Borrower's inability to deliver Loaned Company Stock upon settlement of trades
entered into after receipt by Borrower of such instruction, (2) the bad faith or
gross negligence of Borrower or (3) Borrower's failure to take reasonable steps
to mitigate its Loss.
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to the Company of any action commenced against it in respect of
which indemnity may be sought hereunder, but failure to so notify the Company
shall not relieve the Company from any liability which it may have otherwise
than on account of the indemnity agreement. The Company may participate at its
own expense in the defense of any such action.
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(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Sections 3(a),
(b) and (c) above is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and
Borrower shall contribute to the aggregate Losses of the nature contemplated by
said indemnity agreement incurred by the Company and Borrower, as incurred, in
such proportions as is appropriate to reflect the relative fault of the Company,
on the one hand, and Borrower, on the other hand, in connection with the
statements or omissions that resulted in such Losses, determined by reference to
whether any alleged untrue statement or omission related to information provided
by the Company, on the one hand, or Borrower, on the other hand; provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 3(d), each person, if any, who controls Borrower within the
meaning of Section 15 of the 1933 Act shall have the same rights to contribution
as Borrower.
4. OBLIGATIONS OF THE COMPANY. (a) On the date which the Shelf
Registration Statement is declared effective, the Company shall deliver to
Borrower:
(1) The opinion of Xxxxxx, XxXxxxxxx & Fish, LLP, special counsel for
the Company, in form and substance reasonably satisfactory to Borrower, to
the effect that:
(i) The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Delaware, with the corporate power and authority to own or
lease its properties and to conduct its business as described in the
Shelf Registration Statement; and the Company is duly qualified to do
business and in good standing as a foreign corporation in all other
jurisdictions where its ownership or leasing of properties or the
conduct of its business requires such qualification, except where the
failure to be duly qualified or to be in good standing would not have
a material adverse effect on the Company and its subsidiaries
considered as a whole;
(ii) Such counsel has been advised by the Commission that the
Shelf Registration Statement became effective under the 1933 Act as of
the date and time specified in such opinion, and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness of the
Shelf Registration Statement has been issued by the Commission and no
proceeding for that purpose is pending or threatened by the
Commission;
(iii) At the time the Shelf Registration Statement became
effective and at the date of such opinion, the Shelf Registration
Statement (other than the financial statements, financial statement
schedules and other financial and statistical data included or
incorporated by reference therein, as to which no
7
opinion need be rendered and that no opinion need be rendered with
respect to the incorporated documents complying as to form to the 1934
Act.) appeared on its face to be appropriately responsive in all
material respects to the requirements of the 1933 Act and the
regulations thereunder;
(iv) Xx. Xxxxxx, as Trustee, is the duly authorized Trustee for
the Trust and in such capacity as Trustee, has full power and
authority to enter into the Securities Loan Agreement and to perform
any obligations thereunder and to lend the shares of Company Common
Stock held by the Trust in accordance with the terms of this
Agreement;
(v) Each document filed pursuant to the 1934 Act (other than the
financial statements and supporting schedules included therein, as to
which no opinion need be rendered) that was incorporated by reference
into the Shelf Registration Statement when it was declared effective
on its face is appropriately responsive in all material respects to
the requirements of the 1934 Act and the regulations thereunder;
(vi) Each of the Company's subsidiaries has been duly organized
and is validly existing and in good standing as a corporation under
the laws of its jurisdiction of organization, with the corporate power
and authority to own or lease its properties and to conduct its
businesses as described in the Shelf Registration Statement; and each
of the Company's subsidiaries is duly qualified to do business and in
good standing as a foreign corporation in all jurisdictions where its
ownership or leasing of properties or the conduct of its business
requires such qualification, except where the failure to be duly
qualified or to be in good standing would not have a material adverse
effect on the Company and its subsidiaries considered as a whole;
(vii) To the best of such counsel's knowledge, there are no legal
or governmental proceedings pending or threatened to which the Company
or any subsidiary is a party or of which any property of the Company
is the subject, which individually or in the aggregate are material;
and to the best of such counsel's knowledge no such proceedings are
threatened by governmental authorities or others;
(viii) The information in the Company's most recent Annual Report
on Form 10-K under the caption "Business--Legal Proceedings", to the
extent that it purports to summarize matters of law or legal
conclusions, has been reviewed by such counsel and fairly summarizes
the matters described therein in all material respects;
8
(ix) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by the
Company of the transactions contemplated by this Agreement, except
such as may be required by the securities or Blue Sky laws of any
jurisdiction;
(x) The descriptions in the Shelf Registration Statement of
statutes, legal and governmental proceedings or contracts and other
documents are fair summaries thereof and fairly present the
information required to be shown; and such counsel does not know of
any statutes or legal or governmental proceedings required to be
described in the Shelf Registration Statement that are not so
described;
(xi) The Company has corporate power and authority to enter into
this Agreement; and
(xii) This Agreement has been duly authorized by all necessary
corporate action on the part of the Company and has been duly executed
and delivered by the Company and, assuming due authorization,
execution and delivery by Borrower, is a valid and binding agreement
of the Company enforceable in accordance with its respective terms,
except insofar as the indemnification, contribution and waiver
provisions thereof may be limited by applicable law, equitable
principles or public policy and except with respect to all such
agreements, as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles.
In addition, such counsel shall state that such counsel has
participated in conferences with officials and other representatives of the
Company and the independent certified public accountants of the Company, at
which such conferences the contents of the Shelf Registration Statement and
the Prospectus and related matters were discussed, and although they have
not verified the accuracy or completeness of the statements contained in
the Shelf Registration Statement and the Prospectus, nothing has come to
the attention of such counsel which leads them to believe that the Shelf
Registration, at the time it became effective, contained any untrue
statement of a material fact or omitted to state a material fact necessary
in order to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that such
counsel will express no opinion with respect to the financial statements,
including supporting schedules and other financial and statistical
information derived therefrom).
(2) A certificate of the Company, signed by the Chief Executive
Officer, President or an Executive Vice President of the Company and the
chief financial or chief accounting officer of the Company, dated as of the
effective date of the Shelf Registration
9
Statement, to the effect that (i) from the date of the most recent
financial information filed with the Commission as of such effective date
of the Shelf Registration Statement there has been no material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company or its subsidiaries,
considered as one enterprise, (ii) the 1934 Act documents, as amended or
supplemented to the date of such certificate, do not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (iii) no stop order
suspending the effectiveness of the Shelf Registration Statement has been
issued and no proceedings for that purpose have been initiated or
threatened by the Commission.
(3) A letter from Coopers & Xxxxxxx, in form and substances
satisfactory to Borrower, to the effect that:
(i) they are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
1933 Act and the Rules and Regulations thereunder;
(ii) it is their opinion that the financial statements and
supporting schedules included in or incorporated by reference in the
Shelf Registration Statement as of the time it became effective and
covered by their opinions therein complied as to form in all material
respects with the applicable accounting requirements of the 1933 Act
and the regulations thereunder;
(iii) based on limited procedures set forth in detail in such
letter, nothing has come to their attention which causes them to
believe that (A) any unaudited financial statement included in or
incorporated by reference in the Shelf Registration Statement as of
the time it became effective does not comply as to form in all
material respects with the applicable accounting requirements of the
1933 Act and the regulations thereunder or are not presented in
conformity with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited financial
statements included in or incorporated by reference in the Shelf
Registration Statement as of the time it became effective, (B) at a
specified date not more than five days prior to the date of
effectiveness of the Shelf Registration Statement, there has been any
change in the capital stock of the Company or any increase in the
consolidated long-term debt of the Company and its subsidiaries or any
decrease in consolidated net current assets or net assets as compared
with the amounts shown in the most recent balance sheet included in or
incorporated by reference in the Shelf Registration Statement as of
the time it became effective or (C) during the period from the most
recent balance sheet included in or incorporated by reference in the
Shelf Registration Statement as of the time it became effective to a
specified date not more than five days prior to
10
the date of effectiveness of the Shelf Registration Statement, there
were any decreases, as compared with the corresponding period in the
preceding year, in sales, net income or net income per share of the
Company and its subsidiaries, except in all instances for changes,
increases or decreases which the Shelf Registration Statement or the
documents or reports incorporated by reference therein disclose have
occurred or may occur; and
(iv) in addition to the examination referred to in their opinions
and the limited procedures referred to in clause (iii) above, they
have carried out certain specified procedures, not constituting an
audit, with respect to certain amounts, percentages and financial
information from documents or reports which are included in or
incorporated by reference in the Shelf Registration Statement as of
the time it became effective and have found such amounts, percentages
and financial information to be in agreement with the relevant
accounting, financial and other records of the Company and its
subsidiaries identified in such letter.
(b) Upon the date the Shelf Registration Statement is declared
effective, the favorable opinion of Shearman & Sterling, counsel for Borrower,
with respect to such matters as Borrower may request, shall be delivered.
(c) Upon request by Borrower following the filing by the Company of its
Annual Report on Form 10-K or any post-effective amendment to the Shelf
Registration Statement or supplement to the Prospectus (as contemplated by
Section 2(h) above), the Company shall deliver to Borrower an opinion of counsel
(who need not be outside counsel) to the effect of Section 4(a)(1) above, an
officer's certificate to the effect of Section 4(a)(2) above and an accountant's
letter to the effect of Section 4(a)(3) above; provided, however, that such
opinion, certificate or accountant's letter, as the case may be, shall (i) speak
of the Shelf Registration Statement as amended by such filing and (ii) with
respect to statements referencing the time of effectiveness of the Shelf
Registration Statement, shall reference the Shelf Registration Statement both at
the time of effectiveness and at the time of such subsequent filing.
5. REGISTRATION EXPENSES. The Company will bear all expenses incurred in
connection with the performance of its obligations under this Agreement
6. MISCELLANEOUS. (a). The Company has not entered into, nor will the
Company on or after the date of this Agreement enter into, any agreement which
is inconsistent with the rights granted to Borrower in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to Borrower
hereunder do not in any way conflict with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.
11
(b) The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Borrower; provided no amendment, modification or
supplement or waiver or consent to the departure with respect to the provisions
of Section 3 hereof shall be effective as against Borrower unless consented to
in writing by Borrower.
(c) Any request, demand, authorization, notice, waiver, consent, report
or communication to a party hereunder shall, unless this Agreement specifically
provides otherwise, be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission to the following facsimile numbers (or to such address or
facsimile number as such party may designate by the notice):
if to the Company:
CareMatrix Corporation
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention:
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
if to Borrower:
BancAmerica Xxxxxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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with copies in the case of any notice, advice or instruction under
Section 2 to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
and to:
Xxxxxx, XxXxxxxxx & Fish, LLP
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Any request, demand, authorization, notice, waiver, consent, report or
communication hereunder shall be deemed given when actually received, except
that any request, demand, authorization, notice waiver, consent, report or
communication actually received on a day that is not a Business Day or after
business hours on a Business Day shall be deemed given and received on the next
succeeding Business Day.
(d) This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(e) The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
(f) This Agreement shall be governed and construed in accordance with
the internal laws of the State of New York.
(j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
CAREMATRIX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Confirmed and accepted as of
the date first above written:
BANCAMERICA XXXXXXXXX XXXXXXXX
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
