FIRST AMENDMENT TO PURCHASE AND SALE
AGREEMENT
This First Amendment to Purchase and
Sale Agreement is entered into effective
November 1, 1996, by and between
HEARTHSTONE-5K FAMILY LIMITED PARTNERSHIP,
a Washington limited partnership
("Seller") and EMERITUS CORPORATION, a
Washington corporation ("Purchaser").
RECITALS:
A. Seller and Purchaser have hereto
fore entered into a Purchase and Sale
Agreement dated August 20, 1996 (the
"Purchaser").
B. At the time of execution of the
Purchase and Sale Agreement, Exhibits "A"
(Real Property Description), "B" (Personal
Property List), "C" ("Purchase Price
Allocation"), "G" ("Facility Lease"), "H"
("Rent Roll"), "I" ("Labor Disputes"), and
"J" ("Operating Contracts") were not
attracted to the Purchase and Sale
Agreement").
C. Seller and Purchase desire to
agree upon Permitted Exceptions as defined
in Paragraph 11(a)(ii) of the Purchase and
Sale Agreement.
D. Purchaser and Seller desire to
acknowledge that Purchaser has completed
Purchaser's Due diligence review and that
Purchaser is satisfied with the results of
the Due Diligence Review.
E. Purchaser and Seller desire to
acknowledge that the conditions to closing
set forth in Paragraphs 13 and 14 of the
Purchase and Sale Agreement have been met.
NOW, THEREFORE, in consideration of
the mutual covenants and conditions herein
contained, the parties hereto hereby amend
and supplement the Purchase and Sale
Agreement and agree as follows:
Attached hereto marked Exhibit "A",
is the Real Property Description which is
Exhibit "A" to the Purchase and Sale
Agreement. Attached hereto, marked as
Exhibit "B", is the Personal Property
List, which is Exhibit "B" to the Purchase
and Sale Agreement. Attached hereto,
marked as Exhibit "C", is the Purchase
Price allocation, which is Exhibit "C" to
the Purchase and Sale Agreement. Attached
hereto, marked as Exhibit "G", are copies
of the Facility Lease, which is Exhibit
"G" to the Purchase and Sale Agreement.
Attached hereto, marked Exhibit "H", is
the Rent roll, which is Exhibit "H" to the
Purchase and Sale Agreement. Attached
hereto, marked as Exhibit "I", is a list
of all Labor Disputes, which is exhibit
"I" to the Purchase and Sale Agreement.
Attached hereto, marked as Exhibit "J",
are copies of all Operating Contracts
which is Exhibit "J" to the Purchase and
Sale Agreement. Such exhibits are
incorporated herein by this reference, and
are hereby made part of the Purchaser and
Sale Agreement.
The Permitted Exceptions pursuant to
the Purchase and Sale Agreement are those
matters described on Exhibit B to the
Warranty Deed, a copy of which is attached
hereto, marked Exhibit 2, and incorporated
herein by this reference.
Purchaser acknowledges that Purchaser
has completed Purchaser's Due Diligence
Review as contemplated by the Purchase and
Sale Agreement and that Purchase is
satisfied with the same. However, it its
understood that Purchaser's acceptance of
such Due Diligence Review shall not be
construed as amending or modifying in any
manner the representations or warranties
of Seller set forth in the Purchase and
Sale Agreement or relieving Seller from
its obligations to ensure that said
representations and warranties are true
and correct at closing, which
representations and warranties shall be
separate from and unaffected by
Purchaser's Due Diligence review except to
the extent that Seller is able to
demonstrate that Purchaser acquired actual
knowledge prior to closing of any facts or
circumstances inconsistent with any of
Seller's representations and warranties,
Seller failed to take any corrective
action with respect to said inconsistency
and Purchaser nonetheless elected to close
the transaction provided for in the
Purchase and Sale Agreement.
Those Operating Contracts attached
hereto as Exhibit J are the Operating
Contracts which Purchaser elects to assume
at closing.
Purchaser is satisfied with the
results of the ALTA Survey and the UCC
search and waives the provisions of
Paragraphs 13(f) and 13(g) of the Purchase
and Sale Agreement.
Purchaser acknowledges and represents
that Purchaser has received the approval
of its Board of Directors, and a copy of
such approval is attached hereto, marked
as Exhibit 6, and incorporated herein by
this reference, and Purchaser acknowledges
that Purchaser has received all consents
and approvals as may be necessary for it
to won and operate the facility and
Purchaser waives the provisions of
Paragraph 13(i) of the Purchaser and Sale
Agreement.
Purchaser acknowledges that Purchaser
has secured a written commitment from an
institutional lender to finance the
transaction provided for in the Purchase
and Sale Agreement on terms acceptable to
Purchaser.
The exhibits attached hereto are
incorporated into the Purchaser and Sale
Agreement by reference herein. The
Purchase and Sale Agreement is
incorporated herein by this reference, and
except as modified and supplemented
hereby, remains unmodified and remains in
full force and effect.
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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement.
HEARTHSTONE-5K FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxxxxx x. Xxxxxx
----------------------------------
General Partner
EMERITUS CORPORATION,
a Washington Corporation
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Executive Vice President
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