REIMBURSEMENT AGREEMENT
REIMBURSEMENT AGREEMENT (the "Agreement"), dated as of April 14, 1997, by
and between INTEGRATED HFALTH SERVICES, INC., a Delaware corporation having an
address at 10065 Red Run Boulevard, Owings Mills, Maryland 21117 ("IHS"), and
COMMUNITY CARE OF AMERICA, INC., a Delaware corporation having an address at
3050 N. Horseshoe Drive, Naples, Florida 33942 ("CCA").
WITNESSETH.
WHEREAS, CCA has entered into that certain Loan and Security Agreement
with Daiwa Healthco-2 LLC ("Daiwa") dated as of December 23, 1996 (the "Loan
Agreement");
WHEREAS, as a condition to extending to CCA certain accommodations under
the Loan Agreement, Daiwa has required that IHS provide a guaranty (the "Daiwa
Guaranty") securing the repayment of all amounts owing from CCA to Daiwa under
the Loan Agreement in excess of the Basic Borrowing Amount, as well as the
payment of any and all reasonable costs and expenses (including reasonable
counsel fees and expenses) paid or incurred by Daiwa in enforcing its rights
under the Daiwa Guaranty;
WHEREAS, CCA has entered into a letter agreement with Health and
Retirement Properties, Trust ("HRPT") dated as of April 14, 1997 (the "Letter
Agreement"),
WHEREAS, in accordance with the Letter Agreement, HRPT has required that
IHS provide a guaranty (the "HRPT Guaranty") securing certain obligations owed
by CCA to HRPT,
WHEREAS, as a condition to providing the Daiwa Guaranty and the HRPT
Guaranty, IHS requires that CCA agree to reimburse IHS for any amounts that
become payable by IHS in respect of the Daiwa Guaranty and the HRPT Guaranty.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and for other good and valuable consideration, the parties hereby agree
as follows:
1. Subject to any waiver by IHS of the right to subrogation or
reimbursement contained in the Daiwa Guaranty and/or the HRPT Guaranty, CCA
shall, on demand, reimburse IHS for any amounts paid by IHS on behalf of CCA in
accordance with the terms of the Daiwa Guaranty and/or the HRPT Guarantee,
including any costs, fees, charges and expenses (including reasonable legal fees
and expenses of counsel) arising out of the negotiation, preparation or issuance
of, or performance under, the Daiwa Guaranty and/or the HRPT Guarantee
(collectively, the "Reimburstment Obligations").
2. Any and all amounts which became owing to IHS by CCA in respect of the
Reimbursement Obligations shall bear interest, from the date such amounts are
advanced by IHS under the applicable guaranty until paid in full, at the rate of
fifteen (15%) percent per annum.
3. This Agreement shall remain in full force and effect until all of
the Reimbursement Obligations shall have been fully, finally and irrevocably
satisfied and IHS has been fully, finally and irrevocably released from all
obligations with respect to the Daiwa Guaranty and the HRPT Guaranty.
4. All agreements between CCA and IHS herein are hereby expressly
limited so that in contingency or event whatsoever, shall the amount paid or
agreed to be paid to IHS for the use, forbearance or detention of money
hereunder exceed the maximum permissible under applicable law. If, from any
circumstance whatsoever, the fulfillment of any provision hereof, validity
prescribed by law, then, ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from any circumstance IHS should
ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal of the Reimbursement Obligations and not to the payment of
interest.
5. Any notice or other communication by either party to the other shall
be in writing and shall be given and be deemed to have been duly given, upon the
date delivered if delivered personally or upon the date received if mailed
postage pre-paid, registered, or certified mail, addressed as follows:
To CCA: Community Care of America, Inc.
3050 North Horseshoe Drive, Suite 260
Naples, Florida 33942
Attention: President
To IHS: Integrated Health Services, Inc.
10065 Red Run Boulevard
Owings Mills, MD 21117
Attention: General Counsel
or to such other address, and to the attention of such other person or officer
as either party may designate in writing by notice.
6. The substantive laws of the State of Maryland shall govern the
validity, construction, enforcement and interpretation of this Agreement and all
other documents and instruments referred to herein, unless otherwise specified
therein. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
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7. Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. This Agreement shall be binding upon CCA and its
successors and assigns, and shall inure to the benefit of and be enforceable by
the IHS and its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
INTEGRATED HEALTH SERVICES, INC
By: /s/ W. Bradley Bennett
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Name: W. Bradley Bennett
Title: Executive Vice President and
Chief Accounting Officer
COMMUNITY CARE OF AMERICA, INC
By: /s/ Debbie Lau
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Name: Debbie Lau
Title: Chief Operating Officer