FIRST AMENDMENT TO THE MASTER AGREEMENT
Exhibit 10.43
FIRST AMENDMENT TO THE MASTER AGREEMENT
THIS FIRST AMENDMENT TO THE MASTER AGREEMENT (“First Amendment”) is made as of this 1st day
of February, 1999, by and among TANDEM HEALTH CARE, INC., a Pennsylvania corporation (“THC”),
COLONIAL CARE, LLC, a Virginia limited liability company (“Colonial”), XXXXX/XXXXXXX MED-COM, INC.,
a Virginia corporation (“SPMC”), SP ENTERPRISES, LLC, a Virginia limited liability company (“SP”);
and XXXXX X. XXXXX, an individual, XX XXXXXXX, LLC, GENERATION LEASING COMPANY, II, LLC, GENERATION
DEVELOPMENT COMPANY, LLC, SP FISHERSVILLE, LLC, SP NEWPORT NEWS, LLC, SP KINGS DAUGHTER, LLC, SP
WILLIAMSBURG, LLC, SP WINDSOR, LLC, AND SP LAFAYETTE, LLC (“Operating Companies”).
WITNESSETH:
WHEREAS, the parties hereto entered into that certain Master Agreement dated January 14, 1999,
evidencing their intentions to develop a joint venture concerning long term care activities among
the parties; and
WHEREAS, since the execution of the Master Agreement, the parties have negotiated certain
changes to their arrangement; and
WHEREAS, the parties also wish to correct any defects in the Master Agreement as executed; and
WHEREAS, the parties desire to set forth these corrections and changes in this First
Amendment.
NOW THEREFORE, for and in consideration of the premises and mutual covenants and agreements
set forth in the Master Agreement and this First Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Correction of Names of Parties. The names of the parties, SP Williamsburg, LLC and
Windsor, LLC, are hereby amended, each time they appear in the Master Agreement, and in this First
Amendment, to read as follows: SP Williamsburg Health Investors, LLC and SP Windsor Health
Investors, LLC.
2. Section 1.6 Consideration. Section 1.6(c)(iii) of the Master Agreement is hereby
amended to read as follows:
Prepay the approximate $___balance outstanding on the Closing Date (the “HCFP
Balance”) of the working capital loan of the Operating Companies from HCFP, more
fully described on Schedule 2.10 or deposit
$___ into an interest bearing escrow
account, pursuant to an Escrow Agreement attached to this First Amendment as
Schedule A, and issue to SP a Promissory Note reasonably acceptable to THC as
attached hereto as Schedule 1.6(c), in the amount of the difference between
$2,100,000 and the HCFP Balance, for an amount of $___.
The remainder of Section 1.6(c) shall remain unchanged.
3. Section 1.7
Ongoing Working Capital Commitment. Section 1.7 of the Master Agreement is
amended to read as follows:
THCV and THC shall be responsible for arranging or providing the debt required for
the ongoing working capital of THCV and other purposes agreed to by the members of
THCV, so long as the HCFP Balance, as discussed at Section 1.6(c)(iii), is either
paid in full or fully escrowed as of the Closing Date. The working capital debt
post-Closing will be a direct obligation of THCV. Such debt shall be incurred on
commercially reasonable terms. SP hereby consents to THCV entering into such
arrangements to obtain the working capital financing, or SP hereby consents to THCV
leaving in place the HCFP working capital line post-Closing. THCV will not assume
the HCFP Balance as of the Closing Date. Xxxxx X. Xxxxx agrees to consider
delivering a guarantee that would be secondary to the guarantee of THC or its
affiliates for its accounts receivable financing with Healthcare Resources, Inc., or
any other accounts receivable financing provider, including, including but not
limited to HCFP, if such guaranty is deemed by Xxxxx X. Xxxxx, in his sole
discretion to be desirable (“Xxxxx Guaranty”).
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4. Section 1.10 Excluded Liabilities. The reference in Section 1.10 to the amount of
the loan referenced in Section 1.4 is hereby amended to be $150,000, consistent with Section 1.4,
and not $300,000, as stated in Section 1.10 of the Master Agreement.
5. Section 2.17. Section 2.17 of the Master Agreement is amended and shall read as
follows:
Except as shown on Schedule 2.17, and except for Parkview, all of the buildings and
items of Tangible Personal Property owned, leased or used by Colonial or the
Operating Companies are in good operating condition and repair, comply in all
material respects with applicable laws, regulations and ordinances, including but
not limited to zoning, building and fire codes and are suitable and sufficient for
the present and intended conduct of Colonial’s or the Operating Companies’ business.
The building and items of Personal Property constituting the Parkview facility are
in working condition and neither SP nor Colonial nor Generation Development Company,
LLC is aware of any violations of life safety codes. Each building and each item of
Tangible Personal Property owned or leased by Colonial or the Operating Companies is
adequately covered by one of the insurance policies described in Section 2.26
hereto.
Any reference to building inspection reports for Parkview that are currently referenced on Schedule
2.17 shall be deleted.
6. Section 7.7. The blanks in Section 7.7 of the Master Agreement shall each be
completed with the number of 189,516.6 shares of common stock.
7. Section 9.1. In Section 9.1 of the Master Agreement, the reference should be to
Article 3, as opposed to Article 4.
8. Section 9.2. In Section 9.2 of the Master Agreement, the reference should be to
Section 9.1, and not to Section 10.1.
9. Section 8.16. The first date in Section 8.16 should read January 22, 1999, and not
January 20, 1999, as drafted.
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10. Post Closing Items. The parties agree that the following items have not been
resolved as of the Closing Date. THC and THCV will not accept the following list of items as
exceptions to the Closing:
(a) Removal of the Parkview Tank
(b) Exhibit A to Schedule 2.10
(c) Additional changes to Subordination Agreement concerning GMAC and Lafayette Villa
(d) Housing and Urban Development Loan Information/Consents Regarding Parkview
(e) Understanding among the parties that all Operating Agreements of the LLCs will be amended
(except THCV’s)
(f) Sign off on Initial Balance Sheet
11. Affirmation. In all other respects, the provisions of the Master Agreement are hereby
affirmed.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by its duly
authorized officer as of the date first above written.
| TANDEM HEALTH CARE, INC. |
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| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Xxxxxxxx X. Xxxxxxx, Chairman and CEO | ||||
| COLONIAL CARE, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx, President | ||||
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| XXXXX/XXXXXXX MED-COM, INC. |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP ENTERPRISES, LLC |
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| By: | /s/ Xxxxx X. Piehzak | |||
| Xxxxx X. Piehzak | ||||
| XXXXX X. XXXXX |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| XX XXXXXXX, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| GENERATION LEASING COMPANY, II, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| GENERATION DEVELOPMENT COMPANY, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP FISHERSVILLE, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
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| SP NEWPORT NEWS, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP KINGS DAUGHTERS, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP WILLIAMSBURG HEALTH INVESTORS, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP WINDSOR HEALTH INVESTORS, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| SP LAFAYETTE VILLA, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
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