Exhibit 10.218
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into
as of the 30th day of September, 1999, by and between CareMatrix of Houston,
Inc., a Delaware corporation ("CareMatrix of Houston") and CareMatrix of
Massachusetts, Inc., a Delaware corporation ("CareMatrix of Mass.").
REFERENCE IS HEREBY MADE to that certain Option Agreement between
CareMatrix of Houston, as grantor, and CareMatrix of Mass., as grantee, dated as
of March 31, 1999 relating to a certain vacant parcel of land in Harris County,
Texas, containing approximately 5.1 acres of land more or less (as more
particularly described in said Option Agreement, the "Property").
WHEREAS, the parties acknowledge that CareMatrix of Mass. has previously
paid in full the option payment under the Option Agreement to CareMatrix of
Houston; and
WHEREAS, the parties now wish to terminate the Option Agreement; and
WHEREAS, in consideration of a cash payment and upon other terms and
conditions as herein set forth, CareMatrix of Mass. has agreed to release
CareMatrix of Houston from its obligation to convey the Property to CareMatrix
of Mass.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. CareMatrix of Houston hereby agrees to pay, simultaneously with the
execution of this Agreement, the sum of $550,000 less all closing expenses
associated with its transfer of the Property to American Retirement Corporation
(including without limitation, real estate taxes and other assessments, title
insurance premiums and fees, survey costs, legal fees and other adjustments)
(such net sum hereinafter the "Termination Payment") to CareMatrix of Mass. in
order to terminate the Option Agreement.
2. Upon receipt of the Termination Payment, CareMatrix of Mass. hereby
agrees to terminate the Option Agreement and release its rights to require
CareMatrix of Houston to convey the Property to CareMatrix of Mass.
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WITNESS THE EXECUTION HEREOF as an instrument under seal as of the date
first set forth above.
WITNESS: CAREMATRIX OF HOUSTON, INC.
---------------------------- By: /s/ David B. Currie
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Title: David B. Currie
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Vice President
hereunto duly authorized
WITNESS: CAREMATRIX OF MASSACHUSETTS, INC.
---------------------------- By: /s/ David B. Currie
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Title: David B. Currie
-------------------------------------------
Sr. Vice President
hereunto duly authorized
Receipt of Termination Payment Acknowledged:
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ David B. Currie
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for CareMatrix of Massachusetts, Inc.
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DAVID B. CURRIE
SENIOR VICE PRESIDENT
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