EXHIBIT 10.68
Sixth Amendment to
Purchase and Sale Agreement
dated February 2, 2004
SIXTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
by and among
Riverchase Assisted Living, Ltd.
Senior Lifestyle Heritage, L.L.C.
Integrated Management - ▇▇▇▇▇▇▇▇▇▇ Pointe, L.L.C.
Integrated Living Communities of West Palm Beach, L.L.C.
Senior Lifestyle Newport Limited Partnership
Senior Lifestyle Pinecrest Limited Partnership
Senior Lifestyle Prosperity Limited Partnership
Integrated Living Communities of Sarasota, L.L.C.
Olympia Fields Senior Housing, L.L.C.
Senior Lifestyle East Bay Limited Partnership
Senior Lifestyle Emerald Bay Limited Partnership
Greenwich Bay, L.L.C.
Senior Lifestyle North Bay Limited Partnership
Senior Lifestyle Sakonnet Bay Limited Partnership
South Bay Manor, L.L.C.
West Bay Manor, L.L.C. and
Integrated Living Communities of Dallas, L.P.
collectively, as Sellers,
and
CNL Retirement Corp., a Florida corporation,
as Purchaser
February 2, 2004
SIXTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made effective as of February 2, 2004 by and among (i) (1) Riverchase
Assisted Living, Ltd., a Texas limited partnership, (2) Senior Lifestyle
Heritage, L.L.C, a Delaware limited liability company, (3) Integrated Management
- ▇▇▇▇▇▇▇▇▇▇ Pointe, L.L.C., a Delaware limited liability company, (4)
Integrated Living Communities of West Palm Beach, L.L.C. , a Delaware limited
liability company, (5) Senior Lifestyle Newport Limited Partnership, a Delaware
limited partnership, (6) Senior Lifestyle Pinecrest Limited Partnership, a
Delaware limited partnership, (7) Senior Lifestyle Prosperity Limited
Partnership, a Delaware limited partnership, (8) Integrated Living Communities
of Sarasota, L.L.C., a Delaware limited liability company, (9) Olympia Fields
Senior Housing, L.L.C., a Delaware limited liability company, (10) Senior
Lifestyle East Bay Limited Partnership, a Delaware limited partnership, (11)
Senior Lifestyle Emerald Bay Limited Partnership, a Delaware limited
partnership, (12) Greenwich Bay, L.L.C., a Delaware limited liability company,
(13) Senior Lifestyle North Bay Limited Partnership, a Delaware limited
partnership, (14) Senior Lifestyle Sakonnet Bay Limited Partnership, a Delaware
limited partnership, (15) South Bay Manor, L.L.C., a Delaware limited liability
company, (16) West Bay Manor, L.L.C., and (17) Integrated Living Communities of
Dallas, L.P., a Delaware limited partnership (each a "Seller" and collectively,
"Sellers"), and (ii) CNL Retirement Corp., a Florida corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Sellers and Purchaser entered into a Purchase and Sale
Agreement dated as of December 19, 2003 (the "Base Agreement"), as amended by
that certain First Amendment to Purchase and Sale Agreement dated December 30,
2003 (the "First Amendment"), that certain Second Amendment to Purchase and Sale
Agreement dated December 31, 2003 (the "Second Amendment"), that certain Third
Amendment to Purchase and Sale Agreement, dated January 5, 2004 (the "Third
Amendment"), that certain Fourth Amendment to Purchase and Sale Agreement, dated
January 16, 2004 (the "Fourth Amendment"), and that certain Fifth Amendment to
Purchase and Sale Agreement, dated as of January 20, 2004 (the "Fifth
Amendment") (collectively with the Base Agreement, the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth
Amendment, the "Original Agreement") with respect to the purchase and sale of
nineteen (19) senior living facilities.
WHEREAS, Sellers and Purchaser wish to amend the Original Agreement as
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby
agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms used in this Amendment and not defined elsewhere
herein shall have the meanings set forth on the Original Agreement.
SECTION 2. AMENDMENTS.
2.1 The first sentence of Section 3.1 (Closing) to the Original
Agreement is hereby deleted in its entirety and the following sentence is
substituted therefor:
"The purchase, sale and lease of the Properties and other
transactions contemplated hereby shall be consummated on a
date (the "Closing Date") that is mutually agreeable to all of
the parties but no later than February 5, 2004, as such date
may be extended pursuant to the express terms and conditions
of this Agreement (the "Closing")."
SECTION 3. MISCELLANEOUS.
3.1 Notices. Any and all notices, demands, consents, approvals, offers,
elections and other communications required or permitted under this Amendment
shall be delivered as set forth under Section 12.4 of the Original Agreement.
3.2 Counterparts, Etc. This Amendment may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be deemed originals for purposes of determining the enforceability of this
Amendment. This Amendment constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and shall supersede and take the place
of any other instruments purporting to be an agreement of the parties hereto
relating to the subject matter hereof. The Original Agreement as amended by this
Amendment may not be amended or modified in any respect other than by the
written agreement of all of the parties hereto.
3.3 Ratification. Except as amended by this Amendment, the terms of the
Original Agreement are hereby ratified and confirmed in all respects.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to
Purchase and Sale Agreement to be executed as a sealed instrument as of the date
first hereinabove written.
SELLERS:
THE PARK AT RIVERCHASE (AL):
RIVERCHASE ASSISTED LIVING, LTD.,
a Texas limited partnership
By: WXI/Senior Lifestyle Riverchase
Gen-Par, L.L.C.,
a Delaware limited liability
company,
its General Partner
By: Integrated Living Communities,
L.L.C.,
a Delaware limited liability
company,
its Sole Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
THE HERITAGE PALMERAS (AZ):
SENIOR LIFESTYLE HERITAGE, L.L.C.,
a Delaware limited liability company
By: WHSLA Real Estate Limited
Partnership,
a Delaware limited partnership,
its Sole Member
By: WHSLA Gen-Par, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-1
▇▇▇▇▇▇▇▇▇▇ POINTE AND CHERRY HILLS CLUB
(CA):
INTEGRATED MANAGEMENT - ▇▇▇▇▇▇▇▇▇▇
POINTE, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
HERON'S RUN (FL):
INTEGRATED LIVING COMMUNITIES OF WEST
PALM BEACH, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ AND THE POINTE AT NEWPORT
PLACE (FL):
SENIOR LIFESTYLE NEWPORT LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC Newport, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
PINECREST PLACE (FL):
SENIOR LIFESTYLE PINECREST LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC Pinecrest, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-3
PROSPERITY OAKS (FL):
SENIOR LIFESTYLE PROSPERITY LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: Prosperity Gen-Par, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
WATERSIDE RETIREMENT ESTATES (FL):
INTEGRATED LIVING COMMUNITIES OF
SARASOTA, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
▇-▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇):
OLYMPIA FIELDS SENIOR HOUSING, L.L.C.,
a Delaware limited liability company
By: WHSLC Realty, L.L.C.,
a Delaware limited
liability company
By: WHSLH Realty, L.L.C.,
a Delaware limited liability
company,
its member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-5
EAST BAY MANOR (RI):
SENIOR LIFESTYLE EAST BAY LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC East Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
EMERALD BAY MANOR (RI):
SENIOR LIFESTYLE EMERALD BAY LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC Emerald Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
GREENWICH BAY MANOR (RI):
GREENWICH BAY, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-6
NORTH BAY MANOR (RI)
SENIOR LIFESTYLE NORTH BAY LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC North Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
SAKONNET BAY MANOR (RI):
SENIOR LIFESTYLE SAKONNET BAY LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: SLC Sakonnet Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
SOUTH BAY MANOR (RI):
SOUTH BAY MANOR, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-7
WEST BAY MANOR (RI):
WEST BAY MANOR, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
TREEMONT RETIREMENT COMMUNITY (TX):
INTEGRATED LIVING COMMUNITIES OF
DALLAS, L.P.,
a Delaware limited partnership
By: Integrated Living
Communities of Dallas Gen-Par,
L.L.C.,
a Delaware limited liability
company,
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Chief Financial Officer
S-8
PURCHASER:
CNL RETIREMENT CORP., A FLORIDA
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President
S-9
