Exhibit 10.163
AGREEMENT
THIS AGREEMENT (this "Agreement") made as of this 30th day of March, 1999
by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware corporation ("CMI")
and the parties listed on Schedule 1 (collectively, the "Chancellor Entities").
W I T N E S S E T H
WHEREAS, the Chancellor Entities are the owners and operators of a certain
senior housing facility (the "Facilities") listed on Schedule 1 opposite their
names; and
WHEREAS, CMI and the Chancellor Entities are parties to a certain
Management Agreements with respect to the Facilities (as the same may have been
amended to date, the "Management Agreements"), pursuant to which CMI provides
certain management services to the Chancellor Entities with respect to the
Facilities; and
WHEREAS, CMI has agreed to acquire certain personal property of the
Chancellor Entities and lease the same back to the Chancellor Entities in
accordance with the terms set forth herein (the "Personal Property Leases")
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. In consideration of $2,200,000 paid this day by CMI, the Chancellor
Entities hereby assign, set over and transfer unto CMI to have and
to hold from and after the date hereof, all of the right, title and
interest of the Chancellor Entities in and to the personal property
set forth on Schedule 2 for each Chancellor Entity (collectively,
the "Personal Property").
2. CMI hereby leases the Personal Property to the Chancellor Entities
in accordance with the terms set forth in the form of Lease attached
hereto as Exhibit A.
3. The Chancellor Entities each for themselves hereby warrant and
represent that (a) they have good title to the Personal Property
attributable to the Facility owned by such Chancellor Entity and (b)
they have obtained any and all consents needed in connection with
the matters contemplated hereby.
4. The Chancellor Entities each hereby covenant and agree to take such
further actions as CMI deems reasonably necessary to enable CMI to
receive the benefits contemplated by this Agreement.
5. 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
<PAGE>
Commonwealth of Massachusetts, and (iii) may not be modified orally,
but only by a writing signed by each of CMI and each of the
Chancellor Entities intended to be bound thereby.
[SIGNATURES ON FOLLOWING PAGE]
[REMAINDER OF THIS PAGE INTENIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.
CHANCELLOR OF ARI, INC.
CHANCELLOR OF BONITA SPRINGS, INC.
CHANCELLOR OF ABERDEEN, INC.
CHANCELLOR OF CAPE ELIZABETH, INC.
CHANCELLOR OF PINEVILLE, INC.
CHANCELLOR OF CLEARFIELD, INC.
CHANCELLOR OF DEERFIELD BEACH, INC.
CHANCELLOR OF DURHAM, INC.
CHANCELLOR OF ELLICOTT CITY, INC.
CHANCELLOR OF GLEN COVE, INC.
CHANCELLOR OF HOUSTON, INC.
CHANCELLOR OF STUART, INC.
CHANCELLOR OF THE LAKES, INC.
CHANCELLOR OF MERRILLVILLE, INC.
CHANCELLOR OF NAPLES, INC.
CCC OF NEW JERSEY, INC.
CHANCELLOR OF RIDGEFIELD, INC.
CHANCELLOR OF ROSWELL, INC.
By: /s/ Abraham D. Gosman
----------------------------------------
Name:
Title:
hereunto duly authorized
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ David B. Currie
----------------------------------------
Name:
Title:
hereunto duly authorized
