Exhibit 10.174
AGREEMENT
THIS AGREEMENT (this "Agreement") made as of this 31st day of March, 1999
by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware corporation ("CMI")
and CCC OF NEW JERSEY, INC., a Delaware corporation ("Chancellor").
W I T N E S S E T H
WHEREAS, Chancellor is the owner and operator of a certain assisted living
facility (the "ALF") and is the operator of a certain skilled nursing facility
(the "SNF"), both located in Park Ridge, New Jersey (collectively, the
"Facilities"); and
WHEREAS, CMI and Chancellor are parties to a certain amended And restated
Management Agreement dated as of January 1, 1999 with respect to the SNF and a
certain Management Agreement dated as of January 8, 1998 with respect to ALF
(collectively, as each may have been amended to date, the "Management
Agreements"), pursuant to which CMI provides certain management services to
Chancellor with respect to the Facilities; and
WHEREAS, pursuant to Section 19 of the Management Agreement for the ALF,
CMI (or its affiliate) has the option to lease the Facility (the "ALF Lease
Option"); and
WHEREAS, Chancellor has the right and obligation to acquire the SNF, and
is willing to grant CMI an option to lease the SNF upon such acquisition, upon
the same terms and conditions as are contained in the ALF Lease Option (the "SNF
Lease Option"; together with the ALF Lease Option, the "Lease Options");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Chancellor hereby grants the SNF Lease Option to CMI.
2. Concurrent with the execution and delivery of this Agreement, and in
connection with CMI's Lease Options, CMI has paid to Chancellor the
sum of $2,500,000, as a lease commitment fee (the "Lease Commitment
Fee"), representing payment in full of any and all amounts due from
CMI to Chancellor with respect to the Lease Options. The Lease
Commitment Fee shall be allocated between the SNF and the ALF as
mutually agreed by the parties.
3. Chancellor hereby acknowledges receipt of the Lease Commitment Fee,
and agrees that the Lease Commitment Fee represents payment in full
of any and all amounts due from CMI to Chancellor with respect to
the Lease Options.
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4. In consideration of the payment of the Lease Commitment Fee, (a) the
leases entered into pursuant to the Lease Options shall be triple
net, with base rent equal to the debt service in effect as of the
date hereof, with CMI being entitled to retain all revenue from the
applicable Facilities during the terms of the respective leases, (b)
any refinance or modification of such debt service which would
impact such base rent, or any other financial commitment by
Chancellor with respect to the Facilities which would have a
financial impact on CMI, shall be subject to the prior approval of
CMI, and (c) shall otherwise be substantially in the form attached
hereto as Exhibit A.
5. Chancellor acknowledges that CMI is in possession of the Facilities.
6. Chancellor and CMI each hereby covenant and agree to take such
further actions as the other deems reasonably necessary to enable
the parties to receive the respective benefits contemplated by this
Agreement.
7. This Agreement (i) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (ii)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (iii) may not be modified orally, but only by a writing signed
by each of CMI and Chancellor.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.
CCC OF NEW JERSEY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name:
Title:
hereunto duly authorized
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
hereunto duly authorized
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EXHIBIT A
With respect to the ALF, see lease dated as of October 30, 1998 by and between
CCC of New Jersey, Inc. and CareMatrix of Princeton (ALF), Inc.
With respect to the SNF, see lease dated as of August 7, 1998 by and between CCC
of New Jersey, Inc. and CareMatrix of Princeton (SNF), Inc.
