Exhibit 10.189
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Agreement") made as of this 8th day of
September, 1999 by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware
corporation ("Assignee") and ABRAHAM D. GOSMAN, an individual resident of
Florida, in his individual capacity and on behalf of the "ADG Entities" set
forth on Schedule 1 attached hereto ("Assignor").
W I T N E S S E T H
WHEREAS, Assignor holds, directly or indirectly, certain interests in the
entities identified as the "Subject Partnerships" set forth on Schedule 1
attached hereto (collectively, the "Partnerships"); and
WHEREAS, pursuant to the partnership agreements and other constituent
documents of the Partnerships (the "Partnership Documents"), Assignor has the
right to receive distributions from the Partnerships (the "Partnership
Distributions"); and
WHEREAS, Assignor desires to assign all of its right, title and interest
in and to certain Partnership Distributions to Assignee, and Assignee desires to
acquire the same.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. In consideration of $1,700,000, paid this day by Assignee, Assignor
hereby assigns, sets over and transfers unto Assignee to have and to
hold from and after the date hereof, all of the right, title and
interest of Assignor in, to and under the Partnership Agreement, to
all Partnership Distributions received or receivable by Assignor
until such time as Assignee has received and amount equal to the sum
of (a) $1,700,000, plus (b) the product of (i) $1,700,000, (ii) the
Interest Factor (hereinafter defined), and (iii) the number of days
from the date hereof until Assignee receives all Partnership
Distributions it is entitled to receive hereunder. The "Interest
Factor" shall be the so-called "Prime Rate" or "Base Rate" of the
Chase Manhattan Bank in effect as of the date hereof calculated on a
daily rate. A sample calculation is attached hereto as Exhibit B.
2. Assignor hereby warrants and represents that (a) the Partnership
Documents are in full force and effect, (b) Assignor has not
received any notice of default with respect to the Partnership
Documents or Assignor's right to receive the Partnership
Distributions, (c) the document or documents attached hereto as
Exhibit A constitute a true, correct and complete copy of the
Partnership Documents, and (d) Assignor has obtained any and all
consents needed in connection with the matters contemplated hereby,
including, without limitation, any and all consents from the
Partnerships.
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3. Assignor hereby covenants and agrees to take any and all steps
deemed reasonably necessary by Assignee in order to assist Assignee
in collecting the Partnership Distributions and otherwise receiving
the benefits of this Agreement.
4. This Agreement (a) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (b)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (c) may not be modified orally, but only by a writing signed by
each of Assignor and Assignee.
[SIGNATURES ON FOLLOWING PAGE]
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.
/s/ Abraham D. Gosman
-------------------------------------
Name: Abraham D. Gosman
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ David B. Currie
-----------------------------------
Name: David B. Currie
Title: Senior Vice President
hereunto duly authorized
<PAGE>
SCHEDULE 1
(Subject Partnerships & ADG Entities)
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Subject Partnerships ADG Entities
-------------------- ------------
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De Guardiola Development Ventures A.M.A Florida Land Ventures, Inc.
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North County Land Holdings, Ltd. A.M.A Florida Land Ventures I, Inc.
North County Land Equity Corporation
(50% interest)
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Workplace Holdings, Ltd. AMA Florida Land Ventures I, Inc.
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Biltmore Medical Equity Investors, Ltd. Abraham D. Gosman, Trustee of the
Andrew Gosman 1995 Indenture of Trust
Abraham D. Gosman, Trustee of the
Michael Gosman 1995 Indenture of Trust
Abraham D. Gosman
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Morristown Medical Equity Investors, Abraham D. Gosman, Trustee of the
Ltd. Andrew Gosman 1995 Indenture of Trust
Abraham D. Gosman, Trustee of the
Michael Gosman 1995 Indenture of Trust
Abraham D. Gosman
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Okatie I Medical Investors, Ltd. Abraham D. Gosman, Trustee of the
Andrew Gosman 1995 Indenture of Trust
Abraham D. Gosman, Trustee of the
Michael Gosman 1995 Indenture of Trust
Abraham D. Gosman
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SRH I Medical Equity Investors, Ltd. Abraham D. Gosman
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Town Center I Commercial Investors, Ltd. AMA Florida Land Ventures I, Inc.
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Town Center I Residential Investors, AMA Florida Land Ventures I, Inc.
Ltd.
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Town Center I Theatre Investors, Ltd. AMA Florida Land Ventures I, Inc.
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EXHIBIT A
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(Partnership Documents)
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EXHIBIT B
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(sample calculation)
If the Interest Factor is 0.00022 (based on a Chase Prime Rate of 8%, and
a 360 day year), and the Partnerships make their first distributions to Assignor
on the date that is 100 days after the date of this Assignment in the amount of
$2,000,000, Assignee shall be entitled to the first $1,737,400 of such
distributions, and Assignor shall be entitled to retain the balance.
(a) = $1,700,000
(b) = (i) $1,700,000 x (ii) 0.00022 x (iii) 100 days = $37,400
(a) + (b) = $1,700,000 + $37,400 = $1,737,400
