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[Anderson, IN]
Exhibit 10.17
AGREEMENT FOR ASSUMPTION OF
GUARANTY OBLIGATIONS
THIS AGREEMENT FOR ASSUMPTION OF GUARANTY OBLIGATIONS (this
"Agreement") is made and entered into as of March 31, 2001, by BALANCED CARE
CORPORATION, a Delaware corporation ("BCC") in favor of HEALTH CARE PROPERTY
INVESTORS, INC., a Maryland corporation ("Landlord"), with respect to the
following:
RECITALS
A. Landlord, as successor in interest to AHP of Indiana, Inc., an Indiana
corporation ("AHP"), as landlord, and Assisted Care Operators of Xxxxxxxx, LLC,
a Delaware limited liability company ("Tenant"), as tenant, are parties to that
certain Lease and Security Agreement dated as of January 30, 1998 (as amended
from time to time in accordance with its terms, the "Lease"), covering certain
real and personal property (collectively, the "Leased Property") located in the
City of Xxxxxxxx, State of Indiana, as more particularly described in the Lease.
B. Pursuant to the terms of Section 24.1 of the Lease, BCC is required to
execute a guaranty of the Lease in form and substance acceptable to Landlord in
the event that, among other things, a subsidiary of BCC acquires an interest in
Tenant equal to or greater than fifty percent (50%).
C. Balanced Care at Xxxxxxxx, Inc., a Delaware corporation ("BCC Xxxxxxxx"), a
wholly-owned subsidiary of BCC, has acquired all of the membership interests in
Tenant.
D. Assisted Care Operators, L.L.C., a Delaware limited liability company
("ACO"), and Oakhaven Senior Living, Inc., a California corporation
("Oakhaven"), have each executed in favor of Landlord that certain Guaranty of
Payment and Performance dated as of January 30, 1998 (the "Guaranty"), a copy of
which is attached hereto as Exhibit A and incorporated herein by this reference.
E. In order to induce Landlord to permit the assignment (as such term is used in
Section 24.1 of the Lease) of the Lease, BCC now desires to assume the
obligations of "Guarantor" under the Guaranty on the terms and conditions
contained herein.
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AGREEMENT
IN CONSIDERATION OF the foregoing recitals, the mutual
promises contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Receipt of Lease. BCC hereby acknowledges that it has received a
true and complete copy of the Lease.
2. Assumption by BCC of Guaranty. BCC hereby assumes all of the
obligations of "Guarantor" under the Guaranty as if BCC were a signatory
thereto. BCC's obligations under the Guaranty shall be joint and several with
ACO and Oakhaven, and nothing in this Agreement shall affect the obligations of
ACO or Oakhaven.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the local law of the state in which the Leased Property is
located.
IN WITNESS WHEREOF, BCC has executed this Agreement as of the
day and year first above written.
"BCC"
BALANCED CARE CORPORATION,
a Delaware corporation
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Senior Vice President,
Legal Counsel
& Assistant Secretary
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