Exhibit 10.23
TERMINATION OF CROSS-DEFAULT AGREEMENT
THIS TERMINATION OF CROSS-DEFAULT AGREEMENT is made as of the 14th day
of March, 2002 by and among (i) BALANCED CARE AT XXXXXXXX, INC., a Delaware
corporation (the "Potomac Point Lessee"); (ii) MEDITRUST ACQUISITION COMPANY II
LLC, a Delaware limited liability company (the "Lessor"); (iii) MEDITRUST
MORTGAGE INVESTMENTS, INC., a Delaware corporation ("MMI") and (iv) BALANCED
CARE CORPORATION, a Delaware corporation ("BCC").
W I T N E S S E T H
WHEREAS, the Lessor is the holder of the landlord's interest under that
certain Facility Lease Agreement, dated as of June 30, 1998, as amended, by and
between Meditrust Company LLC (the "Original Lessor") and the Potomac Point
Lessee relating to a certain adult care residence located in Xxxxxxxx County,
Virginia (the "Potomac Point Lease");
WHEREAS, BCC, the sole shareholder of the Potomac Point Lessee,
guarantied the Lease Obligations (as defined under the Potomac Point Lease)
pursuant to that certain Guaranty, dated as of June 30, 1998 executed for the
benefit of the Original Lessor and its successors and assigns (the "Potomac
Point Guaranty");
WHEREAS, MMI was the original holder of the lender's interest under the
"Loan Documents" as such term is defined under that certain Loan Agreement,
dated as of August 6, 1996, as amended (the "Hawthorn Loan Agreement"), by and
among (i) MMI and (ii) Hawthorn Health Properties, Inc., a California
corporation, National Care Centers of Hermitage, Inc., a Missouri corporation,
National Care Centers, Inc., a Missouri corporation, National Care Centers of
Lebanon, Inc., a Missouri corporation, Springfield Retirement Village, Inc., a
Missouri corporation, National Care Centers of Nixa, Inc., a Missouri
corporation, National Care Centers of Springfield, Inc., a Missouri corporation
and Mt. Xxxxxx Xxxx Care Center West, Inc., a Missouri corporation;
WHEREAS, at the request of BCC, MMI (an affiliate of the Lessor)
consented to certain transactions contemplated by that certain Asset Purchase
Agreement, dated as of October 15, 1999, as amended, by and among BCC (on behalf
of itself and certain
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subsidiaries) and Christian Health Care of Missouri, Inc. (the "BCC/CHC Purchase
Agreement");
WHEREAS, MMI was willing to consent to the transactions contemplated by
the BCC/CHC Purchase Agreement, subject to the satisfaction of certain
conditions, including, without limitation, the execution and delivery by BCC of
a guaranty of the Loan Obligations (as defined under the Hawthorn Loan
Agreement) and the execution and delivery of that certain Cross-Default
Agreement, dated as of January 12, 2000, by and among the Potomac Point Lessee,
New Meditrust Company LLC (which was then the holder of the landlord's interest
under the Potomac Point Lease), MMI and BCC (the "Cross-Default Agreement"),
pursuant to which the parties agreed that, subject to certain conditions set
forth therein, the occurrence of an Event of Default as defined under the
Hawthorn Loan Agreement would constitute an Event of Default under the Potomac
Point Lease;
WHEREAS, subsequent to the execution and delivery of the Cross Default
Agreement, MMI sold its interest under the Hawthorn Loan Agreement and other
Loan Documents to an unrelated third party (the "Sale of the Hawthorn Loan");
and
WHEREAS, as a consequence of the consummation of the Sale of the
Hawthorn Loan, MMI no longer receives any benefits from the Cross Default
Agreement and therefore BCC and the Potomac Point Lessee have requested that the
Cross Default Agreement be terminated.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto hereby agree that the
Cross Default Agreement is terminated and of no further force or effect.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the day and year first above written.
WITNESS: BALANCED CARE AT XXXXXXXX, INC., a
Delaware corporation
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President and
Secretary
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BALANCED CARE CORPORATION, a
Delaware corporation
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Senior Vice President,
Legal Counsel and
Assistant Secretary
MEDITRUST ACQUISITION COMPANY II LLC,
a Delaware limited liability company
/s/ Xxxxx X. XxXxxxx By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxx X. XxXxxxx Name: Xxxxxxx Xxxxxx
Title: Secretary
MEDITRUST MORTGAGE INVESTMENTS,
INC., a Delaware corporation
/s/ Xxxxx X. XxXxxxx By:/s/Xxxxxxx Xxxxxx
Name: Xxxxx X. XxXxxxx Name: Xxxxxxx Xxxxxx
Title: Secretary
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