Exhibit 10.44
SETTLEMENT AND RELEASE AGREEMENT
THIS AGREEMENT is made as of the 30th
day of September, 1999, by and between TANDEM HEALTH CARE, INC., a
Pennsylvania corporation (“THC”), TANDEM HEALTH CARE OF
VIRGINIA, LLC, a Virginia limited liability company
(“THCV”), COLONIAL CARE, LLC, a Virginia limited
liability company (“Colonial”), SMITH/PACKETT MED-COM,
INC., a Virginia corporation (“SPMC”), SP ENTERPRISES,
LLC, a Virginia limited liability company (“SP”); and
JAMES R. SMITH, an individual, SP GRAYSON, LLC, GENERATION LEASING
COMPANY, II, LLC, GENERATION DEVELOPMENT COMPANY, LLC, SP
FISHERSVILLE, LLC, SP NEWPORT NEWS, LLC, SP KINGS DAUGHTERS, LLC,
SP WILLIAMSBURG, LLC, SP WINDSOR, LLC, AND SP LAFAYETTE, LLC
(“Operating Companies”).
WITNESSETH:
WHEREAS, the abovementioned parties
entered into a Master Agreement as of January 14, 1999, a true
and correct copy of which is attached hereto as Exhibit
“A”, concerning their joint venture efforts; and
WHEREAS, the parties closed on the
Master Agreement on or about February 1, 1999; and
WHEREAS, pursuant to Section 1.8
of the Master Agreement, SP prepared the SP Closing Balance Sheet,
which was to be “trued up” on or about February 1,
2000, and the balance of any excess paid on February 1, 2001;
and
WHEREAS, the parties’ ongoing
relationship has evidenced their desire to enter into this
Settlement Agreement concerning Section 1.8 of the Master
Agreement in advance of the February 1, 2000 date; and
WHEREAS, the Master Agreement, at
Paragraph 18.3 permits the parties to amend the Master
Agreement by a writing signed by all parties to the Master
Agreement; and
WHEREAS, the parties are desirous of
setting forth their settlement in this document.
NOW THEREFORE, for an in
consideration of the premises and the mutual covenants and
agreements set forth in this Settlement Agreement, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. The parties agree to execute
the corrected First Amendment to the Master Agreement by and among
Tandem Health Care, Inc. and Colonial Care, LLC, et al., as
attached hereto as Exhibit “B”, on or before
October 29, 1999.
2. The parties agree to execute
the Asset Purchase Agreement concerning the Enterprise Care
Facilities, Inc. transaction on the Franco facility, in the form
attached hereto as Exhibit “C”, on or before
October 29, 1999.
