Exhibit 10.4
Form of Indemnification and Put Agreement
INDEMNIFICATION AND PUT AGREEMENT
THIS AGREEMENT is made as of the day of __________, 19__, by and among
CNL __________________________, a _________________ (the "Owner"),
____________________________________, a ______________________________
("Developer"), and __________________________________________ (the
"Guarantors").
PRELIMINARY STATEMENT
The Owner has entered into that certain Purchase Agreement dated as of
even date herewith (the "Purchase Agreement") with Developer. Pursuant to the
Purchase Agreement, the Owner will purchase the land described on Exhibit "A"
attached hereto (the "Property"). In addition the Owner has entered into a Lease
Agreement with Developer (the "Lease Agreement") and a Construction Addendum to
the Lease Agreement with Developer (the "Construction Addendum"), both of even
date herewith. Pursuant to the Construction Addendum, Developer has agreed and
undertakes to construct new improvements on the Property and deliver a turn-key
health care facility to Owner. The Lease Agreement provides that Developer shall
lease the Property and improvements now or hereafter on the Property from the
Owner.
AGREEMENT
In consideration of the mutual covenants contained herein and as an
inducement to the Owner to enter into the Lease Agreement, the Construction
Addendum and the Purchase Agreement, the parties agree as follows:
1. If within: (a) sixty (60) days after the date hereof, all permits,
approvals and consents have not been obtained to permit the commencement of
construction or renovation of the health care facility on the Property; or (b)
in the event the condition set forth in (a) has been fulfilled, one hundred
fifty (150) days after the date hereof the construction of the health care
facility has not been completed as evidenced by the issuance of a certificate of
occupancy, then the Owner shall have the right and option to convey the Property
and the improvements completed to the date of such conveyance (the "Premises")
to Developer subject to the terms and conditions set forth herein. The Owner
shall notify Developer that the 60-day or 150-day period has expired, or is
about to expire and that Owner is exercising its option to sell Developer the
Property.
2. In the event the Owner notifies Developer of its election to convey
the Premises to Developer, the Owner shall deliver to Developer or its designee
a quitclaim deed conveying all of the Owner's right, title and interest in the
Premises. Developer shall pay or cause to be paid to the Owner an amount equal
to the total amount disbursed by Owner through the date of such reconveyance
plus interest thereon from the date of disbursement at the rate of 11.5% per
annum, in cash or its equivalent. All costs associated with such conveyance,
including but not
limited to title insurance fees, recording costs or fees, attorneys' fees,
appraisal fees, stamp taxes and transfer fees shall be borne by Developer.
3. All notices, demands, requests, consents, approvals or other
instruments required or permitted to be given by either party pursuant hereto
shall be in writing and shall be deemed to have been properly given if sent by
registered or certified mail, Federal Express, Airborne, Xxxxx, DHL, Express
Mail, Purolator, or by other recognized overnight courier service (the "Courier
Service"), postage prepaid, to the parties at the addresses set forth in the
Lease Agreement or the Guaranty of even date. All notices shall be deemed
received when delivered but in no event later than ten (10) days after they are
deposited with either the United States Postal Service or the Courier Service,
whichever shall first occur.
4. If Developer or the Guarantors shall fail or refuse to perform
pursuant to the terms and conditions of this Agreement, then the Owner shall
have the right, upon giving written notice to Developer, to declare a default
under the Lease Agreement and to exercise all remedies available at law or in
equity against Developer or the Guarantors.
5. Developer and Guarantors, jointly and severally, hereby agree to
indemnify and hold harmless Owner from any loss, cause of action, claim, cost,
expense or fee (including but not limited to attorney's fees) suffered or
occasioned by the failure of Developer or the Guarantors to satisfy its or their
obligations under this Agreement. The obligations of Developer and Guarantors
under this section shall be independent, primary, joint and several obligations
of Developer and the Guarantors hereunder.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
[Signatures on Next Page]
2
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first written above.
WITNESSES:
Signed, Sealed and Delivered
in the presence of: "OWNER"
CNL ______________________, a
__________________ corporation
By:
--------------------------------- ------------------------------
Name:
------------------------------
---------------------------------
Name:
---------------------------------
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ____ day of
_______________, 1998 by ____________________, as ______________________ of CNL
_____________________, a ____________________, on behalf of the
_______________________. He is personally known to me and did not take an oath.
-----------------------------------------------------
Notary Signature
-----------------------------------------------------
Printed Name
Notary Public, State of Florida
Commission Number:
---------------------
My Commission Number:
---------------------
3
Signed, Sealed and Delivered
in the presence of: "DEVELOPER"
--------------------------- ------------------------------------, a
Name: _____________________
----------------
___________________________ By:
----------------------------------
Name:______________________ Name:
----------------------------------
As Its:
----------------------------------
STATE OF FLORIDA
COUNTY OF ORANGE____________
The foregoing instrument was acknowledged before
me this ____ day of _______________, 1998 by,____________
as____________of____________________________________
___________________________________________________.,
a___________________corporation, on behalf of the
corporation. He is personally known to me and did
not take an oath.
-----------------------------------------
Notary Signature
----------------------------------------
Printed Name
Notary Public, State of Florida
Commission Number:
------------------------
My Commission Number:
------------------------
(SEAL)
4
"GUARANTORS"
WITNESSES:
------------------------- ------------------------------
Address:
------------------------- --------------------------
--------------------------
------------------------- --------------------------
Address:
------------------------- --------------------------
--------------------------
5
STATE OF FLORIDA
COUNTY OF________________
The foregoing instrument was acknowledged before me this ________ day
of _______, 19___ by ________________________, who has produced
_________________ or other picture identification, a copy of which is attached
hereto, which I hereby certify and verify to be the same person who executed
this instrument and who did/did not take an oath.
----------------------------------------
Printed Name:___________________________
Address:________________________________
Phone Number:___________________________
Notary Public, State of_________________
Commission #__________________________
Commission______________________________
expires:
SEAL:
STATE OF FLORIDA
COUNTY OF________________________
The foregoing instrument was acknowledged before me this ________ day
of ________, 19__ by ________________________, who has produced
___________________ or other picture identification, a copy of which is attached
hereto, which I hereby certify and verify to be the same person who executed
this instrument and who did/did not take an oath.
Printed Name:______________________
Address:___________________________
Phone Number:______________________
Notary Public, State of____________
Commission #_____________________
Commission expires:________________
SEAL:
EXHIBITS ATTACHED
Exhibit "A" - Legal Description
6
