Exhibit 10.48
SEVENTH AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT
THIS SEVENTH AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT
(the "Amendment") is made and dated as of May 28, 1993, between
National Medical Enterprises, Inc., a Nevada corporation ("NME")
and The Hillhaven Corporation, a Nevada corporation
("Hillhaven").
RECITALS
A. NME and Hillhaven are parties to that certain Guarantee
Reimbursement Agreement, dated as of January 31, 1990 (as the
same has been or may from time to time be amended, restated,
renewed, replaced, modified or supplemented from time to time,
the "Reimbursement Agreement").
B. Hillhaven has requested that NME enter into that
certain Pledge and Security Agreement and Master Assignment of
Mortgages, dated as of May 28, 1993 (the "Pledge Agreement"),
pursuant to which NME is assigning certain promissory notes from
Hillhaven to NME, and the mortgages securing such promissory
notes, to Swiss Bank Corporation, as Collateral Agent, to secure
NME's obligations under a guaranty of certain of Hillhaven's
"Obligations" (as defined in the Reimbursement Agreement).
C. In order to induce NME to enter into the Pledge
Agreement, Hillhaven has agreed to amend the Reimbursement
Agreement as set forth in this Agreement.
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. Section 1(a) of the Reimbursement Agreement hereby is
amended and restated to read in its entirety as follows:
(a) Reimbursement. New Hillhaven shall reimburse
NME, promptly on demand, for all Obligations (including
those Obligations set forth in Appendix B to the
Reimbursement Agreement) paid by NME or its
subsidiaries after the Distribution Date not
theretofore reimbursed by New Hillhaven. Without
limiting the generality of the foregoing, in the event
that NME pledges or assigns collateral directly or
indirectly to secure any Obligations or NME's
obligations with respect thereto, under a guaranty or
otherwise, the amount to be reimbursed by New Hillhaven
to NME hereunder with respect to such Obligations shall
be the greater of (x) the face value of any collateral
applied to the satisfaction of the Obligations, and any
other sums then outstanding with respect to such
collateral, including accrued and unpaid interest
thereon, and (y) the fair market value of any collateral,
and any proceeds thereon, applied to the satisfacton of the
Obligations (provided, however, that if the collateral is a
note secured by a mortgage or deed of trust, the fair market
value of such note shall not include the fair market value
of the real property securing such note). Payments and
notices shall be made or given, as the case may be, in
accordance with the provisions of Sections 1(c), 3 and 9(b).
2. Reimbursement Agreement Remains in Effect. Except as
expressly amended hereby, the Reimbursement Agreement shall
remain in full force and effect.
3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of
California.
4. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original,
but such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the day and year
first above written.
NATIONAL MEDICAL ENTERPRISES, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
THE HILLHAVEN CORPORATION,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President & Treasurer