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EXHIBIT 99.2
FIRST AMENDMENT OF PURCHASE AGREEMENT, MASTER LEASE
AGREEMENT, FACILITY LEASES AND GUARANTY
THIS FIRST AMENDMENT OF PURCHASE AGREEMENT, MASTER LEASE AGREEMENT,
FACILITY LEASES AND GUARANTY (Agreement) is entered into as of this 24th day
of April, 1998, between DELTA INVESTORS II, LLC (Lessor), the entities
identified on the signature page hereof (each a Lessee and collectively
Lessees) and SUN HEALTHCARE GROUP, INC. (Guarantor).
RECITALS
This Agreement is made and entered into with reference to the following
recitals :
Lessor, the Lessees and Guarantor entered into a Master Lease Agreement
dated as of October 7, 1997 (Master Lease Agreement), which covers seventeen
(17) licensed healthcare facilities leased by Lessor to Lessees pursuant to
Facility Leases with Lessees of the same date (the Facilities and the
Facility Leases). The Facilities were acquired by Lessor from the Lessees or
Affiliates of the Lessees pursuant to a Purchase Agreement of the same date
(Purchase Agreement).
Pursuant to an Amended and Restated Guaranty of October 7, 1997 (the
Guaranty), Guarantor guaranteed the payment of all sums due and the
performance of all of the Lessees obligations under the Facility Leases.
Lessor, Lessees and Guarantor previously agreed that if the ratio of
Cash Flow to Debt Service of the Facilities exceeded 2.0:1 for the calendar year
ending December 31, 1997, the Purchase Price for the Facilities would be
increased by Nine Million Four Hundred Seventy Nine Thousand Two Hundred Seventy
Two Dollars ($9,479,272.00), and that if the Purchase Price were to be so
increased, the Base Rent under each of the Facility Leases would increase in
proportion to the increase in the Purchase Price, and it is the purpose of this
Agreement to amend the Master Lease Agreement, the Purchase Agreement, the
Facility Leases and the Guaranty to set forth the agreement of the parties with
respect to such increases.
Capitalized terms used but not defined in this Agreement have the
meanings given to such terms in the Facility Leases, the Standard Terms and
Conditions and the Purchase Agreement.
1. Additional Purchase Price. The Purchase Price set forth in the Purchase
Agreement is hereby amended to be One Hundred Million Eight Hundred
Thirty Seven Thousand Four Hundred Fifty Three Dollars
($100,837,453.00). The increase in the Purchase Price is allocated
among the Facilities as set forth on EXHIBIT A attached hereto. The
amount of the increase, Nine Million Four Hundred Seventy Nine Two
Hundred Seventy Two
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Dollars ($9,479,272.00), shall be paid by Lessor to Lessees
or their agent by wire transfer, net of the amounts to be paid
by Lessees as set forth in Sections 3 and 4, below, on or before April
30, 1998.
2. Amendments. Effective on the day the increased Purchase Price is paid
to Lessees or their agent as set forth in Section 1, above:
a. The Purchase Agreement shall be deemed amended as herein set
forth and from and after such day the Facility Leases shall be
deemed amended to increase the Base Rent as set forth on
EXHIBIT A, and the Guaranty and each and every other
Transaction Document shall be deemed amended accordingly.
Unless the increased Purchase Price is paid on the first day
of a month, the Base Rent for the calendar month in which the
Purchase Price is paid shall be prorated for such month.
b. The Facility Leases shall also be amended as follows:
i. The reference to this Section S1.08" in Section S1.07
is amended to this Section S1.07"; and
ii. The reference to the amount set opposite the name of
the Facility on Exhibit F hereto in Section S1.11
(amending the Standard Terms and Conditions) is
amended to the amount set opposite the name of the
Facility on Exhibit G to the Purchase Agreement.
3. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be
deemed an original, but all of which together shall
constitute one and the same instrument.
SIGNATURE PAGES FOLLOW
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IN WITNESS WHEREOF the parties hereto hereby execute this
Agreement as of the day and year first set forth above.
DELTA INVESTORS II, LLC
By: OMEGA HEALTHCARE INVESTORS, INC.
Its Sole Member
By: /s/ F. Scott Kellman
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F. Scott Kellman
Its: Executive Vice President
LESSEES:
Care Enterprises Inc., a
Delaware corporation
Dunbar Health Care Corp., a West
Virginia corporation
Marion Health Care Corp., an Ohio
corporation
Salem Health Care Corp., a West Virginia
corporation
Care Enterprises West, a Utah
corporation
Regency-North Carolina, Inc., a North
Carolina corporation
Braswell Enterprises, Inc.,
a California corporation
Coalinga Rehabilitation
Center, a California
corporation
Fullerton Rehabilitation Center, a
California corporation
Newport Beach
Rehabilitation Center, a
California corporation
San Bernardino Rehabilitation
Hospital, Inc., a
California corporation
Vista Knoll Rehabilitation
Center, Inc., a California
corporation
By: /s/ Craig Hayes
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Their: Agent
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SUN HEALTHCARE GROUP, INC., a Delaware
corporation
By: /s/ Craig Hayes
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Its: Vice President
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