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Exhibit "A" AMENDMENT TO AGREEMENT BETWEEN TRUSTEE AND REGISTRAR AND PAYING AGENT THIS AMENDMENT TO AGREEMENT BETWEEN TRUSTEE AND REGISTRAR AND PAYING AGENT (the "Amendment") is made as of the 251h day of April, 2000, by and between SUNTRUST BANK, as successor to Third National Bank in Nashville, a national banking association, as Trustee (the "Trustee"), and THE CHASE MANHATTAN BANK, as successor in interest to Chemical Bank, a New York banking corporation, as Registrar and Paying Agent (the "Agent"). This Amendment amends the Agreement Between Trustee and Registrar and Paying Agent, dated as of March 1, 1988 (the "Agency Agreement"), by and between the Trustee and the Agent and relating to the $4,478,000 Indian River County, Florida Variable Rate Demand / Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project) Series 1988A (the "Bonds"). WITNESSETH: WHEREAS, the Trustee is trustee for the Bonds under that certain Indenture of Trust, dated as of March 1, 1988 (the "Indenture"), by and between the Trustee and Indian River County, Florida, relating to the Bonds; and WHEREAS, the Agent serves as the Registrar and Paying Agent (as defined in the Indenture) under the terms and conditions of the Indenture; and WHEREAS, the Trustee has held a letter of credit issued by The Toronto - Dominion Bank (the "Replaced Letter of Credit") as the Credit Facility under the Indenture. Florida Convalescent Centers, Inc. (the "Borrower") has caused there to be delivered to, and there has been accepted by, the Trustee a substitute Qualified Credit Facility issued by Norwest Bank Minnesota, National Association (the "Substitute Letter of Credit") to replace the Replaced Letter of Credit pursuant to the terms of the Indenture; and WHEREAS, the Trustee and the Agent wish to enter into this Amendment to amend the Agency Agreement as set forth herein to (i) provide for the acknowledgement of the assumption of the duties and obligations of Registrar and Paying Agent (as defined in the Indenture) by the Agent, as successor in interest to Chemical Bank, (ii) reflect the replacement of the Replaced Letter of Credit with the Substitute Letter of Credit or such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with Section 5.07(b) of the Indenture, and (iii) reflect the replacement of The Toronto -Dominion Bank with Norwest Bank Minnesota, National Association, or such other Credit Facility Provider that issues such other Qualified Credit Facility or