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On October 10, 1990, Alpha Hospital and AMH entered into the
First Amendment to the asset purchase agreements. On that same
day, Alpha Hospital, and Vista entered into an agreement entitled
"Assignment, Assumption and Security Agreement" (assignment
agreement). In the assignment agreement, Vista was assigned
Alpha Hospital's contract rights to purchase the hospitals that
Alpha Hospital had acquired in the asset purchase agreements.
The assignment agreement also provided that Alpha Hospital would
be retained to manage the day-to-day operation of the hospitals
after the acquisition by Vista. AMH, Arroyo Grande, and Circle
City consented to the assignment agreement.
Also, on October 10, 1990, Alpha Hospital and AMH entered
into an agreement with Great Western Inc. (Great Western), a
validly formed, unrelated, corporation that was owned during 1990
by Jill C. Hanna (Ms. Hanna). Under the terms of the October 10,
1990, agreement, Great Western was assigned the contract rights
of Alpha Hospital to acquire the nonhospital properties. The
October 10, 1990, assignment agreement covering the nonhospital
properties failed to set forth a sales price or times for making
payments.
On December 14, 1990, because of the difficulties that First
Boston encountered in raising the necessary financing, AMH and
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