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Exhibit 10.7
SENIOR LIVING AGREEMENT
THIS SENIOR LIVING AGREEMENT ("Agreement") is made and entered into as
of _______________, 1997 by and between CAPITAL SENIOR LIVING, INC., a Texas
corporation, or is assigns (hereinafter called "CSL"), and NEW WORLD
DEVELOPMENT (CHINA) LIMITED, a Hong Kong company or its assigns (hereinafter
called "NWC").
RECITAL
WHEREAS, CSL and NWC wish to enter into an agreement whereby CSL and NWC
will jointly create an entity that will develop and operate senior living
projects in the People's Republic of China ("PRC").
NOW, THEREFORE, for and in consideration of the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, CSL and NWC hereby agree as follows:
1. Creation of NEWCO. CSL and NWC agree to form an entity to be
known as ___________________________ ("NEWCO") under the laws of the Cayman
Islands or such other nation as is mutually agreed to by CSL and NWC. The
parties hereto further agree that NEWCO shall have the following attributes:
(a) Duration. The period of NEWCO's duration shall be
perpetual.
(b) Principal Office. The principal office of NEWCO shall be
located in Hong Kong.
(c) Directors/Managers. The organizational document of NEWCO
shall name two (2) directors/managers from each of CSL and NWC. NEWCO's
organizational document and its constituent documents (referred to
herein as the "Constituent Documents") shall require that NWC shall have
majority control of NEWCO's director's positions.
(d) Unanimous Consent Required for Major Decisions. Unanimous
consent of the directors shall be required to make "major decisions."
Major decisions shall include the following:
(i) causing or permitting NEWCO to be a party to a
merger, consolidation, share exchange, or interest
exchange, or to convert into any other type of entity;
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(ii) causing or permitting NEWCO to incur debt or to
dispose of or encumber all or substantially all of
its assets;
(iii) approving capital budgets and operating budgets of
NEWCO;
(iv) causing or permitting NEWCO to enter into, cancel,
amend, or restate, or relinquish any material
rights under, any material contract or agreement;
and
(v) causing or permitting NEWCO to become bankrupt.
(e) Ownership Percentages. CSL shall own 49% and NWC shall
own 51% of NEWCO's equity. Such percentages are referred to herein as
"Ownership Percentages."
(f) Purpose. NEWCO's purpose shall be to develop and operate
senior living communities under the Homeowners Programme of the PRC,
which enable a group of independent elders to maintain their independent
life-style and at the same time enjoy family life with their children
and their families. Such senior living communities shall be located in
major PRC cities including, but not limited to, Guangzhou, Huizhou,
Wuhan, Bejing and Tianjin.
(g) Contributions. CSL and NWC shall agree to make pro rata
contributions to NEWCO upon the execution of NEWCO's Constituent
Documents.
(h) Distribution of Profits. CSL and NWC shall share NEWCO's
profits according to each party's Ownership Percentage.
2. Agreement Regarding Transfer of Ownership. CSL and NWC agree to
enter into an agreement (the "Ownership Agreement") whereby each will have a
right of first refusal to purchase the other's interest upon the other's
receipt of a bona fide offer for the same.
3. Agreement Regarding Day to Day Management of NEWCO. CSL and NWC
agree to enter into an agreement (the "Management Agreement") whereby CSL shall
provide management and operating services for the projects developed by NEWCO.
4. Agreement Regarding Expenses Related to Creation of NEWCO. All
costs and expenses, including attorney's fees, required for the formation and
organizing of NEWCO, shall be advanced by CSL and NWC according to each party's
Ownership Percentage. Each party agrees to bear its own costs that are related
to the negotiation of the terms of the Constituent Documents, the Ownership
Agreement and the Management Agreement.
5. Severability. A determination that any provision of this
Agreement is unenforceable or invalid shall not affect the enforceability or
validity of any other provision and
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any determination that the application of any provision of this Agreement to
any person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.
6. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be
necessary to produce one such counterpart.
7. Headings. The paragraph headings contained in this Agreement are
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several paragraphs hereof.
8. Modification. This Agreement may only be modified by a written
instrument or instruments executed by the parties hereto. Any alleged
modification which is not so documented shall not be effective as to any party.
9. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between CSL and NWC with respect to the
transactions contemplated herein and hereby supersedes all prior written or
oral understandings and agreements between CSL and NWC with respect thereto.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
CAPITAL SENIOR LIVING, INC.,
a Texas corporation, or its assigns
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
NEW WORLD DEVELOPMENT (CHINA)
LIMITED, a Hong Kong company or its
assigns
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Executive Director
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