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Exhibit 10.74
First Amendment to Tax Credit Reduction and Recapture Guaranty Agreement
(ARV Guarantor)
THIS FIRST AMENDMENT TO TAX CREDIT REDUCTION AND RECAPTURE
GUARANTY AGREEMENT (this "First Amendment") is made as of January 16, 2001 by
and among ARV San Marcos, a California limited partnership (the "Project
Partnership"), ARV Investment Group, Inc., a California corporation (the
"Withdrawing General Partner") and the following parties, which are referred to
as the "Guarantor": ARV Assisted Living Inc., a Delaware corporation, successor
in interest to ARV Assisted Living, Inc., a California corporation, and Gary L.
Davidson, John A. Booty and David P. Collins, each an individual.
The Project Partnership, the Withdrawing General Partner and
Guarantor have entered into that certain Tax Credit Reduction and Recapture
Guaranty Agreement dated as of October 9, 1995 (the "Guaranty Agreement"). The
parties to the Guaranty Agreement wish to amend the Guaranty Agreement regarding
the withdrawal of Withdrawing General Partner as general partner of the Project
Partnership and the admission of a new general partner, and certain other
matters, and to reaffirm the Guaranty Agreement in light of the Second Amendment
to Amended and Restated Agreement of Limited Partnership dated as of January 16,
2001 (the "Partnership Amendment").
Capitalized terms used herein have the same meanings as set forth
in the Guaranty Agreement, unless specifically defined herein.
1. Section 1 of the Guaranty Agreement is hereby deleted in its
entirety and the following is substituted therefor:
"1. The Guarantor hereby covenants that it will
pay, in accordance with the terms and conditions of
Exhibit J to the Contribution Agreement, Consequences of
Tax Benefit Reductions, which Exhibit J is incorporated
herein by this reference ("Exhibit J"), all obligations of
the Guarantor arising by reason of any and all events
occurring or circumstances existing up to and including
the date hereof which result in an obligation to fund any
amounts under Exhibit J. Any payment made pursuant to this
Paragraph 1 shall be made in fulfillment of the
obligations of the Guarantor to the Investor Limited
Partner hereunder, and shall be made without any right of
repayment."
2. The parties hereto hereby acknowledge and approve the
Partnership Amendment, and, except as specifically amended hereby, ratify and
reaffirm the Guaranty Agreement.
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3. This First Amendment may be executed in multiple counterparts,
all of which together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the day and year above written.
GUARANTOR: PROJECT PARTNERSHIP:
ARV San Marcos,
- --------------------------------- a California limited partnership
Gary L. Davidson
By: Eenhoorn GP - San Marcos, LLC,
a Michigan limited liability company,
- --------------------------------- its general partner
John A. Booty
By:
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Name:
- --------------------------------- -------------------------------
David P. Collins Title:
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ARV Assisted Living Inc., WITHDRAWING GENERAL PARTNER
a Delaware corporation
ARV Investment Group, Inc.,
a California corporation
By:
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Name:
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Title: By:
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Name:
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Title:
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Agreed to and accepted:
Eenhoorn GP - San Marcos, LLC,
a Michigan limited liability company
By:
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Name:
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Title:
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