SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
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THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this 'Second
Amendment'), dated as of the 4th day of March, 1998, to that certain Purchase
and Sale Agreement, made and entered into on the 3rd day of November, 1997 (the
'Agreement'), by and between HEALTHSOUTH CORPORATION, a Delaware corporation,
HORIZON/CMS HEALTHCARE CORPORATION, a Delaware corporation, as Seller, and
INTEGRATED HEALTH SERVICES, INC., a Delaware corporation, as Buyer.
WITNESSETH:
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WHEREAS, the parties entered into that certain Amendment to Purchase and
Sale Agreement, dated as of December 31, 1997 (the 'First Amendment'), pursuant
to which Schedules to the Agreement were amended and certain agreements
ancillary to the Agreement were entered into;
WHEREAS, the parties hereto have agreed to amend Schedule 3.6 to the First
Amendment;
NOW, THEREFORE, in consideration of the agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, do hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Incorporation of Defined Terms. For purposes of this Second
Amendment, all capitalized terms used in this Second Amendment that are not
defined in this Second Amendment shall have the meanings assigned to them in the
Agreement and the First Amendment.
ARTICLE 2
MATTERS RELATING TO SCHEDULES TO THE FIRST AMENDMENT
Section 2.1 Amendment and Restatement of Certain Schedules. The Schedules
to the Agreement are hereby amended as follows:
(a) Schedule 2.1(c) is amended to add reference to the facility
lease regarding the following leased facility, reflecting that Buyer has agreed
to accept such lease as a Transferred Asset and to assume the related Assumed
Liabilities:
Facility
Facility Name No. City, State Landlord Name
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Sleep Diagnostics 253 Columbia, W. Roger Witherow
Tennessee Tennessee
(b) Schedule 3.6 attached to the First Amendment shall be amended
and restated as set forth in Schedule 3.6 attached hereto (the 'Amended Schedule
3.6'), and the First Amendment shall be amended to replace the original Schedule
3.6 with the Amended Schedule 3.6.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Affirmation of Agreement. The parties hereby affirm to one
another their respective obligations pursuant to the Agreement and affirm the
Agreement, amended as set forth above.
Section 3.2 Representations and Warranties. The parties represent and
warrant to one another that this Second Amendment has been duly authorized by
all corporate action required to be taken on each of their parts, that it has
been duly executed and delivered, that it constitutes the legal, valid and
binding obligations of each of them, except as enforcement may be subject to
bankruptcy, moratorium and similar laws and except as the availability of
equitable remedies may be subject to customary limitations.
Section 3.3 Further Assurances. Each party hereby agrees to perform any
further acts and to execute and deliver any documents which may be reasonably
necessary to carry out the provisions of this Second Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Second Amendment on
the date first above written.
HEALTHSOUTH CORPORATION
By /s/WILLIAM W. HORTON
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Its Senior Vice President
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HORIZON/CMS HEALTHCARE CORPORATION
By /s/WILLIAM W. HORTON
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Its Vice President
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INTEGRATED HEALTH SERVICES, INC.
By /s/ELIZABETH B. KELLY
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Its Executive Vice President
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Purchase and Sale Agreement - HealthSouth Corp. and Horizon/CMS Healthcare Corp. and Integrated Health Services Inc.
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