1
EXHIBIT 10.6
FIRST AMENDMENT TO OMEGA NEW MASTER LEASE GUARANTEE
This FIRST AMENDMENT TO OMEGA NEW MASTER LEASE GUARANTEE ("First
Amendment") is given as of February 2, 1999, by RAINTREE HEALTHCARE CORPORATION
(FORMERLY UNISON HEALTHCARE CORPORATION), a Delaware corporation, SIGNATURE
HEALTH CARE CORPORATION, a Delaware corporation, BRITWILL HEALTHCARE COMPANY, a
Delaware corporation, BRITWILL INVESTMENTS-I, Inc., a Delaware corporation,
CEDAR CARE, INC., an Indiana corporation and SHERWOOD HEALTHCARE CORPORATION, an
Indiana corporation (each a "Guarantor" and collectively, "Guarantors"), in
favor of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega") with
reference to the following facts:
This First Amendment is given in accordance with, and on the terms and
conditions set forth in, the Debtors' First Amended Joint Plan of Reorganization
dated October 15, 1998, as amended, entered in the United States Bankruptcy
Court for the District of Arizona in the matters of In Re: Unison HealthCare
Corporation (Case Nos. B-98-06583-PHX-GBN through B-98-06612-PHX-GBN) and In Re:
BritWill Investments-I, Inc. (Case Nos.
B-98-0173-PHX-GBN through B-98-1075-PHX-GBN)("Plan").
Omega and certain subsidiaries of Signature Health Care Corporation
entered into a lease dated December 31, 1998 ("Omega New Master Lease").
Guarantors executed and delivered to Omega an Omega New Master Lease Guarantee
dated December 31, 1998 ("Omega New Master Lease Guarantee").
The Omega New Master Lease has been amended by the First Amendment to
Master Lease, dated February 1, 1999 ("First Amendment to Master Lease") and by
the Second Amendment to Master Lease of even date herewith ("Second Amendment to
Master Lease").
Omega has requested that Guarantors ratify and confirm their guarantee
of the payment when due of all Rent (as defined in the New Omega Master Lease)
and all other sums payable by the Lessees under the Omega New Master Lease as
amended by the First Amendment to Omega New Master Lease and the Second
Amendment to Omega New Master Lease, and Guarantors have agreed to do so.
NOW THEREFORE the parties hereto hereby agree as follows:
1. Guarantors hereby jointly and severally unconditionally and
irrevocably ratify and confirm their guarantee to Omega of the payment when due
of all Rent (as defined in the New Omega Master Lease) and all other sums
payable by the Lessees (as defined in the Omega New Master Lease as
2
amended) under the Omega New Master Lease as amended by the First Amendment to
Master Lease and the Second Amendment to Master Lease.
2. Except for their ratification and confirmation of their guarantee as
set forth in Section 1 hereof, Guarantors acknowledge and agree that the Omega
New Master Lease Guarantee is in full force and effect without amendment or
modification.
SIGNATURE PAGES FOLLOW
3
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
to Omega New Master Lease Guarantee as of the date first written above.
RAINTREE HEALTHCARE CORPORATION,
a Delaware corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
SIGNATURE HEALTH CARE CORPORATION,
a Delaware corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
BRITWILL HEALTHCARE COMPANY,
a Delaware corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
4
BRITWILL INVESTMENTS-I, Inc.,
a Delaware corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
CEDAR CARE, INC., an Indiana corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
SHERWOOD HEALTHCARE CORPORATION,
an Indiana corporation
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
