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EXHIBIT 10
AGREEMENT
THIS AGREEMENT is entered into as of the 8th day of March, 1996 by and
between Meditrust, a Massachusetts business trust, and Xxxxxx Xxxxxxx of
Lexington, Massachusetts ("Xx. Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xx. Xxxxxxx is a trustee of Meditrust and has performed
extensive services to Meditrust relating to (a) the restructuring and/or workout
of loans and sale/leaseback transactions entered into by Meditrust and/or its
subsidiaries and various entities owned or controlled by Xxxxxxx X. Xxxxxxxx
and/or his relatives and affiliates and (b) all transactions and issues relating
thereto including, without limitation, the Highwatch and Wisconsin transactions,
the Towers Financial Corporation litigation and the so-called "RSNY"
transactions (collectively, the "Transactions"); and
WHEREAS, Meditrust desires to compensate Xx. Xxxxxxx for said services.
NOW, THEREFORE, the parties hereby act and agree as follows:
1. Meditrust has on this day issued to Xx. Xxxxxxx 7,435 shares of
beneficial interest of Meditrust as payment in full for all services rendered,
or to be rendered, by Xx. Xxxxxxx in the future relating to the Transactions.
2. Xx. Xxxxxxx, for himself, his heirs and assigns, hereby forever
releases, remises and discharges Meditrust, its subsidiaries and all of their
agents, officers, trustees, directors, shareholders, employees and successors
(collectively, the "Meditrust Entities"), from any and all claims for payments
of any kind, including without limitation,
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compensation, costs, fees or expenses arising out of any past or future services
rendered by Xx. Xxxxxxx to the Meditrust Entities in connection with or relating
to the Transactions.
3. The Declaration of Trust establishing Meditrust, dated August 6,
1985, as amended (the "Declaration"), a copy of which is duly filed in the
Office of the Secretary of State of the Commonwealth of Massachusetts, provides
that the name "Meditrust" refers to the Trustees under the Declaration
collectively as Trustees, but not individually or personally; and that no
trustee, officer, shareholder, employee or agent of Meditrust shall be held to
any personal liability, jointly or severally, for any obligation of, or claim
against Meditrust. All persons dealing with the company, in any way, shall look
only to the assets of Meditrust for the payment of any sum or the performance of
any obligation.
WITNESS the execution hereof under seal as of the day and year first
above written.
MEDITRUST
SEAL
By: /s/ Xxxxx X. Xxxxxx
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Its: President
SEAL
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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