Exhibit 10.41
FIRST AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT
This FIRST AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT
(the "First Amendment") is being entered into as of October 30,
1990, between National Medical Enterprises, Inc., a Nevada
corporation ("NME") and The Hillhaven Corporation, a Nevada
corporation ("New Hillhaven").
RECITALS
A. NME and Hillhaven have entered into that certain
Guarantee Reimbursement Agreement, dated as of January 31, 1990
(the "Agreement").
B. Excluded from the reimbursement Obligations (as defined
in the Agreement) of New Hillhaven under Section 1(a) of the
Agreement are the Obligations set forth in Appendix B to the
Agreement ("Appendix B").
C. The Obligation set forth as item 3 of Appendix B is the
Obligation with respect to $6,200,000 aggregate principal amount
of The Industrial Development Authority of the County of Yavapai
Industrial Development Revenue Refunding Bonds (Kachina Pointe
Project) Series 1988 (the "Bonds").
D. Hillhaven Properties, Ltd. ("Hillhaven Properties")
desires to acquire the Kachina Pointe Project (the "Project").
In connection with its acquisition of the Project, Hillhaven
Properties must assume the Obligations of the Kachina Pointe
Limited Partnership (the "Partnership") under its Reimbursement
Agreement, dated as of August 1, 1988, with Swiss Bank
Corporation (the "Bank"). The reimbursement obligations of the
Partnership to the Bank are guarantied by NME pursuant to a
Guaranty Agreement, dated as of August 11, 1988 (the "Guaranty").
E. In order to induce the Bank to allow Hillhaven
Properties to assume the obligations of the Partnership under the
Reimbursement Agreement with the Bank, NME must affirm to the
Bank that its Guaranty will remain effective with respect to
Hillhaven Properties to the same extent that it is effective with
respect to the Partnership, which affirmation is evidenced by
that certain Affirmation of Guaranty, dated as of even date
herewith, from NME to the Bank (the "Affirmation").
F. In order to induce NME to execute the Affirmation, New
Hillhaven, which owns all of the issued and outstanding stock of
Hillhaven Properties, has agreed to amend the Guarantee
Reimbursement Agreement to delete item 3 from Appendix B.
NOW, THEREFORE, in consideration of the foregoing Recitals
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
AGREEMENT
1. Amendment of Agreement. New Hillhaven and NME hereby
agree to amend the Agreement by deleting item 3 from Appendix B
to the Agreement. Appendix B to the Agreement is hereby amended
by deleting in its entirety the following: "3. $6,200,000
aggregate principal amount of The Industrial Development
Authority of the County of Yavapai Industrial Development Revenue
Refunding Bonds (Kachina Pointe Project) Series 1988."
2. Obligations Includes Kachina Pointe Bonds. New
Hillhaven and NME hereby agree that upon NME's execution and
delivery of the above-referenced Affirmation, the Agreement shall
be amended to include within the definition of Obligations for
all purposes, including, without limitation, for purposes of
Section 1, the Kachina Pointe Bond Obligations referred to in
item 3 of Appendix B, which Obligations have been deleted from
Appendix B pursuant to paragraph 1 of this First Amendment.
3. Full Force and Effect. Except as expressly amended
hereby, the Agreement remains in full force and effect.
4. Counterparts. This First Amendment may be executed in
several counterparts, each of which shall be deemed an original,
but such counterparts shall together shall constitute but one and
the same instrument.
5. Governing Law. This First Amendment shall be governed
by and construed in accordance with the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be executed and delivered as of the day and
year first above stated.
The Hillhaven Corporation,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
National Medical Enterprises,
Inc., a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President