Exhibit 2.3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment"), dated as of March 29, 2001, is entered into by and among MEDITRUST
CORPORATION, a Delaware corporation ("Meditrust"), MEDITRUST HEALTHCARE
CORPORATION, a Delaware corporation ("MHC"), MEDITRUST OF MASSACHUSETTS LLC, a
Massachusetts limited liability company ("Meditrust-MA"), MEDITRUST OF BEDFORD,
INC., a Delaware corporation ("Meditrust-Bedford"), SAN XXXXXXX HEALTH CARE
ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Fresno
Partnership"), MEDITRUST MORTGAGE INVESTMENTS, INC., a Delaware corporation
("MMI"), NEW MEDITRUST COMPANY LLC, a Delaware limited liability company ("New
Meditrust-LLC"), MEDITRUST OF CALIFORNIA, INC., a Delaware corporation
("Meditrust-California") and CARE REALTY, L.L.C., a Delaware limited liability
company (the "Purchaser").
Reference is made to that certain Purchase and Sale Agreement, dated as
of December 20, 2000, by and among Meditrust, MHC, Meditrust of Massachusetts,
Meditrust- Bedford, the Fresno Partnership, MMI, New Meditrust-LLC and THCI MT,
LLC, as amended by the First Amendment to Purchase and Sale Agreement, dated as
of March 8, 2001, by and among such parties and Meditrust-California (the
"Purchase and Sale Agreement"). Capitalized terms used herein and not otherwise
defined herein shall have the same meanings ascribed to such terms in the
Purchase and Sale Agreement.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Meditrust Parties, the Subsidiaries and the
Purchaser hereby agree as follows:
1. The third sentence of Section 2.2 is hereby amended by deleting
clause (i).
2. Section 3.4(q)(ii) of the Purchase and Sale Agreement is hereby
amended by adding the following at the conclusion thereof:
and any transfer taxes payable by the Sellers in connection with the
transaction contemplated by this Agreement
3. This Amendment shall be deemed to amend the Purchase and Sale
Agreement solely as expressly set forth herein and, as amended hereby, the
Purchase and Sale Agreement is hereby ratified, approved and confirmed in every
aspect and is valid, binding and in full force and effect.
4. This Amendment shall be binding upon the Meditrust Parties, the
Subsidiaries and the Purchaser and all of their respective successors and
assigns.
5. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
6. This Amendment may be executed in any number of counterparts and it
shall be sufficient that the original or facsimile signature of each party
appear on one or more such counterparts. All counterparts shall collectively
constitute a single agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed in their respective names as an instrument under seal by their respective
duly authorized officers on the date and in the year first above written.
MEDITRUST PARTIES:
MEDITRUST CORPORATION, a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MEDITRUST HEALTHCARE CORPORATION, a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MEDITRUST MORTGAGE INVESTMENTS, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SUBSIDIARIES:
MEDITRUST OF MASSACHUSETTS LLC, a
Massachusetts limited liability company
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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MEDITRUST OF BEDFORD, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SAN XXXXXXX HEALTH CARE
ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership
By: MEDITRUST OF CALIFORNIA, INC.,
a Delaware corporation, its sole general
partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MEDITRUST OF CALIFORNIA , INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
NEW MEDITRUST COMPANY LLC, a Delaware limited
liability company
By: MEDITRUST HEALTHCARE CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
PURCHASER:
CARE REALTY, L.L.C., a Delaware limited
liability company
By: /s/ Xxxxxx Xxxx
------------------------------------------
Name: Xxxxxx Xxxx
Title:
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RECEIPT BY THE ESCROW AGENT
This Amendment, fully executed by the Meditrust Parties, the
Subsidiaries and the Purchaser, has been received by the Escrow Agent this ____
day of March, 2001 and by execution hereof, Escrow Agent hereby covenants and
agrees to be bound by the terms of the Purchase and Sale Agreement (as amended
by this Amendment) that are applicable to it.
ESCROW AGENT
CHICAGO TITLE INSURANCE COMPANY
By:
---------------------------------------------
Name:
Title:
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