Exhibit 2.09
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
WESTERN NEUROLOGIC RESIDENTIAL CENTERS
This Amendment is made and entered into this ___ day of December, 1996
by and between Western Neurologic Residential Centers, a California corporation
("Seller") and Regency Rehab Hospitals, Inc., a California corporation
("Purchaser").
RECITALS
A. Seller and Purchaser are parties to that Purchase and Sale Agreement
dated November 19, 1996 (the "Meridian Purchase Agreement") pursuant to which
Seller agreed to sell to Purchaser and Purchaser agreed to purchase from Seller
certain assets related to the ownership and operation by Seller of six
congregate living facilities in California.
B. After execution of the Meridian Purchase Agreement, Seller and
Purchaser determined that there is one home health care license held by Seller
(the "HHA License") which should be included in the description of the Seller's
Assets contained in the Meridian Purchase Agreement.
C. The Meridian Purchase Agreement provides that it may be
amended by written instrument signed
by Seller and Purchaser.
D. Purchaser and Seller are interested in amending the Meridian
Purchase Agreement to include
the HHA License in the Seller's Assets.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants of the parties set forth herein, IT IS HEREBY AGREED AS
FOLLOWS:
AGREEMENT
1. Section 1.01(f) is hereby deleted in its entirety and the
following inserted instead:
(f) All patient medical records, employment records, medical staff
rosters and files and other intangible personal property owned by
Seller relating to the Facilities and all rights of Seller in and to
(i) those contracts and commitments relating to the Facilities as
listed on Exhibit 1.01(f), true and correct copies of which contracts
have been provided to Purchaser by Seller as of the date hereof; (ii)
the permits and license used or held for use by Seller in the operation
of the Facilities, including, but not limited to, the two home health
licenses held by Seller and described in Exhibit 6.06, and (iii) any
and all warranties issued to Seller in connection with the construction
of the Sacramento Addition (the "Records and Rights").
2. Exhibit 6.06 is hereby deleted in its entirety and the revised
Exhibit 6.06 which is attached
to this Amendment is inserted in lieu thereof.
3. Except as specifically set forth herein, the Meridian Purchase
Agreement shall remain in full force and effect as originally executed by Seller
and Purchaser.
4. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original, but all of which taken together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the
day and year first set forth above.
WESTERN NEUROLOGIC RESIDENTIAL CENTERS
By: ___________________________
Its: ____________________________
REGENCY REHAB HOSPITALS, INC.
By: ____________________________
Its: ____________________________
