Exhibit 10.2
Amendment No. 1 to
Transition Services Agreement
This
Amendment No. 1 to Transition Services Agreement is made effective
as of June 9, 2005.
BACKGROUND
As
of December 1, 2003, Genesis HealthCare Corporation, a Pennsylvania
corporation (“GHC”), and NeighborCare, Inc. f/k/a
Genesis Health Ventures, Inc., a Pennsylvania corporation
(“NeighborCare”), entered a Transition Services
Agreement (“Agreement”).
GHC
and NeighborCare now desire to amend the Agreement as set forth in
this Amendment No. 1 (“Amendment”).
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing and the mutual
promises set forth in this Amendment, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree that the Agreement is amended such that
notwithstanding anything else in the Agreement to the
contrary:
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1.
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Genesis will not invoice, and
NeighborCare will not be obligated to pay, any additional amounts
with respect to transition services rendered prior to January 1,
2005.
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2.
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The cost of transition
services pro
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