Exhibit 10.171
AGREEMENT
THIS AGREEMENT (this "Agreement") made as of this 30th day of September,
1999 by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware corporation
("CMI") and CHANCELLOR OF CLEARFIELD, INC., a Delaware corporation
("Chancellor").
W I T N E S S E T H
WHEREAS, Chancellor is the lessee and operator of a certain senior housing
facility (the "Facility") located in Clearfield, Utah, pursuant to that certain
lease agreement dated as of March 10, 1998 (the "Chancellor Facility Lease");
and
WHEREAS, pursuant to the terms of the Chancellor Facility Lease, CMI is a
permitted assignee of Chancellor's interest in the Chancellor Facility Lease;
and
WHEREAS, CMI and Chancellor are parties to a certain Management Agreement
dated as of March 18, 1998 with respect to the Facility (as the same may have
been amended to date, the "Management Agreement"), pursuant to which CMI
provides certain management services to Chancellor with respect to the Facility;
and
WHEREAS, pursuant to the terms of the Management Agreement, CMI (or its
affiliate) has the option to lease the Facility (the "Lease Option");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Concurrent with the execution and delivery of this Agreement, and in
connection with CMI's Lease Option, CMI has paid to Chancellor the
sum of $867,000, 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 Option.
2. 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 Option.
3. In consideration of the payment of the Lease Commitment Fee, (a) the
lease entered into pursuant to the Lease Option shall (at CMI's
option, but subject to any requirements of the lessor under the
Chancellor Facility Lease and its lender) either be (i) an
assignment by Chancellor of its rights and obligations under the
Chancellor Facility Lease, or (ii) a sublease of the Chancellor
Facility Lease, such sublease to be on substantially the same terms
and conditions as the Chancellor Facility Lease, and (b) Chancellor
shall not agree to any amendment to modification of the Chancellor
Facility Lease without the prior approval of CMI.
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4. Chancellor hereby acknowledges that CMI is in possession of the
Facility.
5. 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.
6. 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.
CHANCELLOR OF CLEARFIELD, 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
