Agreement Regarding Lease Commitment Fee and Lease Option for Senior Housing Facility between CareMatrix of Massachusetts, Inc. and Chancellor of Deerfield Beach, Inc.

Summary

This agreement is between CareMatrix of Massachusetts, Inc. (CMI) and Chancellor of Deerfield Beach, Inc. (Chancellor) concerning a senior housing facility in Deer Creek, Florida. CMI pays Chancellor a $1,684,000 lease commitment fee, fulfilling all payment obligations related to CMI's option to lease the facility. The lease, if exercised, will be triple net with base rent equal to current debt service, and CMI will keep all facility revenue. Any changes affecting rent or financial commitments require CMI's approval. Both parties agree to take further necessary actions to realize the agreement's benefits.

EX-10.168 19 0019.txt AGREEMENT Exhibit 10.168 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 DEERFIELD BEACH, 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 senior housing facility (the "Facility") located in Deer Creek, Florida; and WHEREAS, CMI and Chancellor are parties to a certain Amended and Restated Management Agreement dated as of April 1, 1999 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 $1,684,000, 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 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 Facility during the term of the lease, (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 Facility which would have a financial impact on CMI, shall be subject to the prior approval of CMI, and (c) shall otherwise be in substantially in the form attached hereto as Exhibit A. 4. Chancellor hereby acknowledges that CMI is in possession of the Facility. 2 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. [SIGNATURES ON FOLLOWING PAGE] [REMAINEDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written. CHANCELLOR OF DEERFIELD BEACH, INC. By: /s/ Abraham D. Gosman ---------------------------------------- Name: Title: hereunto duly authorized CAREMATRIX OF MASSACHUSETTS, INC. By: /s/ David B. Currie ---------------------------------------- Name: David B. Currie Title: Senior Vice President hereunto duly authorized 4 5 EXHIBIT A See lease dated as of October 30, 1998 by and between CCC of New Jersey, Inc. and CareMatrix of Princeton (ALF), Inc.