SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Exhibit 10.81
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into this 7th day of August, 2018 by and among the owner selling parties identified on Exhibit A attached hereto (referred to herein as “Owner Seller” or “Owner Sellers”), the operator parties identified on Exhibit A attached hereto (referred to herein as “Operator” or “Operators”), and TLG II, L.L.P., a Missouri limited liability partnership (“Parent Guarantor”); GAHC4 MISSOURI SNF PORTFOLIO, LLC, a Delaware limited liability company, its successors and assigns (“Purchaser”); and FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”).
R E C I T A L S:
WHEREAS, each of Owner Sellers, Operators, Parent Guarantor and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions dated as of June 7, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions dated as of July 18, 2018 (the “Agreement”), for the purchase and sale of certain real property and improvements located in Missouri (collectively, the “Property”) under the terms and conditions as more particularly described in the Agreement; and
WHEREAS, Owner Sellers, Operators, Parent Guarantor and Purchaser desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. | Recitals and Definitions. The foregoing recitals are true and correct and are hereby incorporated herein by reference. All terms used herein are as defined in the Agreement unless otherwise defined in this Amendment. |
2. | DDP Expiration Date. Section 4.02 of the Agreement, as amended, is hereby deleted in its entirety and replaced with the following: |
Purchaser may terminate this Agreement by delivering written notice to Sellers (a “DDP Termination Notice”) at any time from the Effective Date until August 10, 2018 (the “DDP Expiration Date”) solely in the event that Purchaser and Sellers are unable to agree on the identification of the Required PCR Repairs by the DDP Expiration Date, and for no other reason. If, by the DDP Expiration Date, Purchaser fails to deliver a DDP Termination Notice to Sellers, such failure shall be deemed an election by Purchaser to proceed with the transactions contemplated hereby with respect to the applicable Facilities, subject to the terms and conditions of this Agreement. Upon timely delivery of the DDP Termination Notice, this Agreement shall automatically terminate with respect to all (but not
less than all) of the applicable Facilities, in which event the Deposit shall immediately and uncontestably be returned to Purchaser and neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. Notwithstanding anything herein to the contrary, Purchaser’s failure to timely deliver a DDP Termination Notice shall not be deemed to be a waiver by Purchaser of any other rights of termination it may have as set forth herein.
All references to the DDP Expiration Date in the Agreement shall be deemed to refer to the DDP Expiration Date, as extended.
3. | Consent of the Escrow Agent. The Escrow Agent hereby joins in the execution of this Amendment for purposes of consenting to and accepting the terms of this Amendment. |
4. | Counterparts. This Amendment may be executed in multiple counterparts which shall together constitute a single document; however, this Amendment shall not be effective unless and until all counterpart signatures have been obtained. A facsimile or other electronic transmission of an original shall be binding hereunder. |
5. | Miscellaneous. All other terms and conditions of the Agreement not specifically modified or supplemented by this Amendment shall remain unchanged and in full force and effect, and the Agreement, as supplemented by this Amendment, is hereby ratified and confirmed. This Amendment (a) shall be governed by and construed under the internal laws of the State of Missouri without regard to the principles of conflicts of law, (b) contains the entire understanding of the parties with respect to the provisions of the Agreement amended and supplemented hereby, (c) may not be modified except by a writing signed by the parties, and (d) shall be binding upon and inure to the benefit of Owner Sellers, Operators, Parent Guarantor and Purchaser, and their respective successors and permitted assigns. |
[Remainder of page intentionally left blank; signatures to follow on next pages.]
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed and delivered as of the date first written above. | |
SELLERS: | |
BKY PROPERTIES OF ST XXXXXXXXX LLC, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | MMA HEALTHCARE OF ST XXXXXXXXX, INC. D/B/A ST. XXXXXXXXX CARE CENTER, a Missouri corporation By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
BRIDGEWOOD ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | BRIDGEWOOD HEALTH CARE CENTER, L.L.C. D/B/A BRIDGEWOOD HEALTH CARE CENTER, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
CRESTWOOD ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | CRESTWOOD HEALTH CARE CENTER, L.L.C. D/B/A CRESTWOOD HEALTH CARE CENTER, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
EASTVIEW ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | EASTVIEW MANOR, INC. D/B/A EASTVIEW MANOR CARE CENTER, a Missouri corporation By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
MILAN ASSOCIATES, L.L.C., a Missouri limited liability company | BKY HEALTHCARE OF MILAN, INC. D/B/A MILAN HEALTH CARE CENTER, a Missouri corporation |
By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
M‑S ASSOCIATES, L.P., a Missouri limited partnership By: Xxxxxxxx Xxxxxx GP LLC, a Missouri limited liability company, its General Partner By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | NORTH VILLAGE PARK, L.L.C. D/B/A NORTH VILLAGE PARK, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
SALISBURY ASSOCIATES LLC, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | CHARITON PARK HEALTH CARE CENTER, L.L.C., a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
SEDALIA ASSOCIATES, L.P., a Missouri limited partnership By: Brunswick Park Associates, Inc., a Missouri corporation, its General Partner By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President | FOUR SEASONS LIVING CENTER, L.L.C. D/B/A FOUR SEASONS LIVING CENTER, a Missouri limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx, President |
PARENT GUARANTOR:
TLG II, L.L.P.,
a Missouri limited liability partnership
By: RCG, Inc., a Missouri corporation,
its General Partner
By: /s/ Xxxxxxx X. XxXxxxxxx, President
Xxxxxxx X. XxXxxxxxx, President
PURCHASER:
GAHC4 MISSOURI SNF PORTFOLIO, LLC,
a Delaware limited liability company
By: Xxxxxxx‑American Healthcare REIT IV Holdings, LP,
a Delaware limited partnership, its Sole Member
By: Xxxxxxx‑American Healthcare REIT IV, Inc.,
a Maryland corporation, its General Partner
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Its: President and Chief Operating Officer
ESCROW AGENT | FIRST AMERICAN TITLE INSURANCE COMPANY |
By: /s/ Xxxxx X. Xxxxxxxx | |
Name: /s/ Xxxxx X. Xxxxxxxx | |
Its: Escrow Officer | |
Exhibit A
OWNER SELLERS AND OPERATORS
OWNER SELLER | OPERATOR |
Bridgewood Associates, L.L.C. | Bridgewood Health Care Center, L.L.C. d/b/a Bridgewood Health Care Center |
SALISBURY ASSOCIATES LLC | CHARITON PARK HEALTH CARE CENTER, L.L.C. d/b/a Chariton Park Health Care Center |
Crestwood Associates, L.L.C. | Crestwood Health Care Center, L.L.C. d/b/a Crestwood Health Care Center |
SEDALIA ASSOCIATES, L.P. | FOUR SEASONS LIVING CENTER, L.L.C. d/b/a Four Seasons Living Center |
Milan Associates, L.L.C. | BKY Healthcare of Milan, Inc. d/b/a Milan Health Care Center |
Eastview Associates, L.L.C. | Eastview Manor, Inc. d/b/a Eastview Manor Care Center |
M-S ASSOCIATES, L.P. | Xxxxx Xxxxxxx Xxxx, X.X.X. x/x/x Xxxxx Xxxxxxx Xxxx |
BKY Properties of St Elizabeth LLC | MMA Healthcare of St. Xxxxxxxxx, Inc. d/b/a St. Xxxxxxxxx Care Center |
