AMENDMENT ONE
TO
RHEEM VALLEY ASSET PURCHASE AGREEMENT
This Amendment Number One to Rheem Valley Asset Purchase Agreement (the
"Amendment"), is dated as of April 14, 1999, and entered into by and among
▇▇▇▇▇▇▇▇▇▇ CONVALESCENT HOSPITALS, INC., a California corporation ("PCHI"),
▇▇▇▇▇▇▇▇▇▇ REAL ESTATE CORPORATION, a California corporation ("PREC") (PCHI and
PREC are also sometimes referred to herein individually as, a "Seller" and,
collectively as, the "Sellers"), and SUNLAND ASSOCIATES, INC., a Tennessee
corporation (the "Buyer") or its assigns as herein permitted.
WITNESSETH:
WHEREAS, PCHI, PREC and Buyer entered into that one certain Asset
Purchase Agreement dated as of March 15, 1999 (the "Purchase
Agreement")providing for among other things the sale by PCHI and PREC and the
purchase by Buyer of Sellers' operations of the skilled nursing facility named
Rheem Valley Convalescent Hospital, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Rheem Valley") ; and
WHEREAS, PCHI, PREC and Buyer desire to amend certain of the terms of
the Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, and covenants stated in this Agreement, and the
other good and valuable consideration exchanged between the parties, the receipt
and sufficiency of which is hereby acknowledged, the parties intending to be
legally bound agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms used herein as
defined terms shall have the meaning given them in the Purchase
Agreement.
2. SECTION 5.1. CLOSING DATE." Section 5.1. is hereby amended to provide
that the "Scheduled Closing Date" shall be June 15, 1999, or such other
date mutually agreed upon in writing by the parties.
3. SECTION 9.16. "CONSENTS TO ASSUMPTION OF LEASES." Section 9.16 is
hereby amended to read as follows:
"a. Buyer shall assist and cooperate with Seller and its
representatives in obtaining, by the Closing Date the consents
by the lessor under the Rheem Valley Lease to the assumption
of such lease by Buyer.
b. If Seller is unable after using all commercially reasonable
means, to obtain the termination and release required in
Section 9.16.a. by the Closing Date, then Buyer shall be
deemed to have terminated this Agreement under Section
13.1.a."
4. MISCELLANEOUS.
a. ENTIRE AGREEMENT. This Amendment, constitutes the entire
agreement between the parties
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relating to the subject matter hereof, and supersedes all previous
agreements, written or oral. If there shall be any conflict between
the terms or interpretation of this Amendment and the terms of the
Purchase Agreement, the terms of this Amendment shall govern. Headings
are for convenience of reference only and shall not affect the
interpretation or construction of this Amendment. All exhibits,
schedules, documents, and instruments referred to in this Amendment
are incorporated by reference for all purposes.
b. GOVERNING LAW; VENUE; ATTORNEY'S FEES.
i. Any dispute between the parties relating to this
Amendment shall be construed under and in accordance with the laws of
the State of California applicable to contracts between residents of
California that are to be wholly performed within such state.
ii. The parties agree that the courts within Contra Costa
County, California shall have exclusive venue and jurisdiction of same.
iii. The prevailing party in any litigation shall be entitled
to recover from the other party reasonable attorney's fees and court
costs incurred in the same, in addition to any other relief that may be
awarded.
c. MULTIPLE COUNTERPARTS. This Amendment may be executed in
multiple counterparts, each of which shall constitute an original and
all of which shall constitute one document; and furthermore, a
facsimile signature shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
same to be duly delivered on their behalf as of the day and year first written
above.
Buyer:
SUNLAND ASSOCIATES, INC.
By:
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Name:
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Title:
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Sellers:
▇▇▇▇▇▇▇▇▇▇ CONVALESCENT
HOSPITALS, INC.
By:
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇▇▇▇▇ REAL ESTATE
CORPORATION
By:
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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