Exhibit 10.17


 


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  SOUTHERN
  CALIFORNIA

  	
  Irrevocable Standby Letter

  
	
  TRADE
  SERVICE OPERATIONS

  	
   

  	
   

  	
   

  
	
  1980 Saturn
  Street, V01-519

  	
  of Credit No.

  	
   

  
	
  Monterey
  Park, California 91755-7417

  	
   

  	
   

  
	
  Attention:
  Standby Letter of Credit Section

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Date: May 19, 2003


 


	
  BENEFICIARY

  	
   

  	
  APPLICANT

  	
   

  
	
  SCP Park
  Meadows, LLC

  	
   

  	
  Revcare,
  Inc.

  	
   

  
	
  280 E. 96TH
  St., Suite 250

  	
   

  	
  5400 Orange
  Ave., No. 200

  	
   

  
	
  Indianapolis,
  IN 46240

  	
   

  	
  Cypress, CA
  90630

  	
   

  



 


With a Copy To:


 


U.S. Bank, N.A.


Attn:  Commercial Real Estate Division


425 Walnut Street, 10th
Floor


CN-OH-W10C


Cincinnati, OH 45202


 


	
  Currency

  	
   

  	
  USD

  
	
  Amount

  	
   

  	
  400,000.00
  (Four Hundred Thousand and No/100 U.S. Dollars)

  
	
  Available by

  	
   

  	
  Payment at
  this office as herein set forth.

  
	
  Expiry Date

  	
   

  	
  May 19, 2004
  or any automatically extended date as herein set forth at the close of
  business of this office in Monterey Park, California.

  



 


LADIES/GENTLEMEN:


We hereby issue our Irrevocable
Standby Letter of Credit (“Letter of Credit”) in your favor.  This Letter of Credit is available by sight
payment with ourselves only against presentation at this office of the
following documentation:


 


1.                                       Beneficiary’s
sight draft drawn on us marked: “Drawn under Union Bank of California, N.A.,
Irrevocable Standby Letter of Credit
No.       , dated May 19, 2003.”


 


2.                                       A
dated statement purportedly signed by an authorized representative or officer
of the Beneficiary stating that:


 


“The
undersigned being a duly authorized representative or officer of SCP Park
Meadows, LLC (“Landlord”) hereby represents and warrants that the amount of the
accompanying draft represents and covers payment due and owing to SCP Park
Meadows, LLC (“Landlord”) by Revcare, Inc. (the “Tenant”) because Tenant is in
default under the lease agreement dated
                    
by and between Landlord and Tenant, and any periods as provided in said Lease
have expired without such failure to comply having been remedied or cured.”


 


Partial drawings are not
permitted.


 


This Letter of Credit is
transferable successively in its entirety only up to the then available amount
in favor of any nominated transferee (“Transferee”), assuming such transfer to
such Transferee would be in compliance with then applicable law and
regulations, including but not limited to the regulations of the U.S.
Department of Treasury and U.S. Department of Commerce.  At the time of transfer, the original Letter
of Credit and original Amendment(s), if any, must be surrendered to us together
with our Letter of Transfer documentation (in the form of Annex A attached
hereto), and payment of our commission.


 


1

















 


Irrevocable Standby Letter of
Credit No.


Date: May 19, 2003


 


This Letter of Credit shall be
deemed automatically extended without an amendment for a one year period
beginning on the present expiration date hereof May 19, 2004, and upon each
anniversary of such date, unless at least thirty (30) days prior to any such
expiration date we have sent you written notice by courier service or overnight
mail that we elect not to permit this Letter of Credit to be so extended beyond
its then current expiration date.  No
presentation made under this Letter of Credit after such expiry date will be
honored.


 


This Letter of Credit shall
finally expire on May 19, 2006, if it has not previously expired in accordance
with the preceding sentence.


 


The date this Letter of Credit
expires in accordance with the above provision is the “Final Expiry Date.” Upon
the occurrence of the Final Expiry Date this Letter of Credit shall fully and
finally expire and no presentations made under this Letter of Credit after such
date will be honored.


 


Upon receipt by you of our
notice that we elect not to renew, you may draw against presentation to our
office at the address above of the following documentation:


 


1.                                       A
sight draft drawn on us, purportedly signed by an authorized representative or
officer of the Beneficiary; marked: “Drawn under Union Bank of California,
N.A., Irrevocable Standby Letter of Credit No.
      , dated May 19, 2003.”


 


2.                                       A
dated statement purportedly signed by an authorized representative or officer
of the Beneficiary stating: “The undersigned being a duly authorized
representative or officer of SCP Park Meadows, LLC hereby represents and
warrants that Revcare, Inc. has failed to provide an acceptable substitute
Letter of Credit at least twenty (20) days prior to expiration of Union Bank of
California, N.A., Irrevocable Standby Letter of Credit No.
      , dated May 19, 2003.”


 


This Letter of Credit sets
forth in full the terms of our undertaking, and such terms shall not be
modified, amended or amplified by any document, instrument or agreement
referred to in this Letter of Credit, in which this Letter of Credit is
referred to or to which this Letter of Credit relates.


 


Except as stated herein, this
undertaking is not subject to any condition or qualification. Our obligation
under this Letter of Credit shall be our individual obligation, in no way
contingent upon reimbursement with respect thereto.


 


SPECIAL INSTRUCTIONS:


The original of this Letter of
Credit must be presented together with the above documents in order to endorse
the amount of each drawing on the reverse side.


 


All banking charges under this
Letter of Credit except remittance wire fee of USD35.00 are for the account of
the Applicant.


 


2

















 


We hereby agree with you that
drafts drawn under and in compliance with the terms of this credit will be duly
honored upon presentation and delivery to Union Bank of California, N.A., at
the address above.  Documents are to be
sent in one lot by courier service, overnight mail or hand delivery.


 


This Letter of Credit is
subject to the “Uniform Customs and Practice for Documentary Credits (1993
Revision)”, International Chamber of Commerce Publication No. 500.


 


UNION BANK OF CALIFORNIA, N.A.


Trade Service Operations


 


 


	
   

  	
   

  
	
  Authorized
  Signature

  



 


3

















 


Annex A


 


LETTER OF CREDIT TRANSFER INSTRUCTIONS


 


UNION BANK OF CALIFORNIA, N.A.


SOUTHERN CALIFORNIA


TRADE SERVICE OPERATIONS


1980 Saturn Street, V01-518


Monterey Park, California
91755-7417


	
  Attention:

  	
  Standby Letter of Credit Section

  
	
   

  	
  Tel. No.: (323) 720-7957

  



 


	
  Date:

  	
   

  	 

	
   

  	
  [Insert Date]

  	 

	
   

  	
   

  	 

	
  Re:

  	
  Union Bank
  of California, N.A. Irrevocable Standby Letter of Credit No.
       , dated May 19, 2003

  



 


Ladies and Gentlemen:


 


For value received, the
undersigned beneficiary
                                                              
[Insert Name of Beneficiary] (the
“Beneficiary”) hereby irrevocably transfers to:


 


 


(Name of Transferee)


 


 


(Address)


 


(the “Transferee”) all rights
of Beneficiary to draw under the above letter of credit (“Letter of Credit”)
and Transferee shall have sole rights as beneficiary thereof, including without
limitation sole rights relating to any amendments thereto, whether increases or
extensions or other amendments and whether now existing or hereafter made.  In connection with the foregoing,
Beneficiary hereby irrevocably agrees and instructs you (a) that Beneficiary
does not retain any right to refuse to allow you to advise to Transferee any
amendment to the Letter of Credit, (b) that all future amendments to the Letter
of Credit are to be advised directly to Transferee without necessity of any
consent of or notice to Beneficiary, and (c) that there will be no substitution
of Beneficiary’s draft(s) and/or other documents for those presented to you by
Transferee.


 


Beneficiary hereby certifies
that Transferee is the new owner of the following property: [Please insert the property address]


 


 


4

















 


We enclose herewith the
original Letter of Credit (and all original amendments thereto dated on or
prior to the date of these Transfer Instructions) and, together with
Transferee, request that you transfer this Letter of Credit to Transferee by
reissuing the Letter of Credit in favor of the Transferee with provisions
consistent with the Letter of Credit.


 


Enclosed is our remittance in
the amount of
                (Bank Use Only) representing your transfer commission in
accordance with our published schedule of charges currently in effect.  In addition, we agree to pay to you on
demand any expenses that may be incurred in connection with this transfer.


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  (Name of Beneficiary)

  
	
   

  
	
   

  	
   

  
	
  Authorized Signature)

  
	
   

  
	
  SIGNATURE AUTHENTICATED

  
	
  The above signature with
  title as stated conforms

  with that on file with us.

  
	
   

  
	
   

  	
   

  
	
  (Name of Bank)

  
	
   

  	
   

  
	
  (Authorized Signature)

  
			



 


	
  ACKNOWLEDGED
  AND ACCEPTED this

  
	
   

  
	
                    
  day of
                    ,
  

  
	
   

  
	
   

  	
   

  
	
  (Name of Transferee)

  	
   

  
	
   

  	
   

  
	
  (Authorized Signature)

  	
   

  
	
   

  
	
  SIGNATURE AUTHENTICATED

  	
   

  
	
   

  	
   

  
	
  The above
  signature with title as stated conforms

  with that on file with us.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name of Bank)

  	
   

  
	
   

  	
   

  	
   

  
	
  (Authorized Signature)

  	
   

  



 


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