THIRD AMENDMENT TO SALE CONTRACT
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THIS THIRD AMENDMENT TO SALE CONTRACT (this "THIRD AMENDMENT") is made and
entered into as of the 14th day of June, 2002, by and between SENIOR LIFESTYLE
SHREVEPORT, L.L.C. ("SELLER"), and EMERITUS CORPORATION ("BUYER").
RECITALS
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A. Seller and Buyer entered into that certain Sale Contract dated April
17, 2002, as subsequently amended by that certain First Amendment to Sale
Contract dated May 1, 2002 (the "FIRST AMENDMENT"), and further amended by that
certain Second Amendment to Sale Contract dated May 31, 2002 (the "SECOND
AMENDMENT"; collectively, the "SALE CONTRACT"), under which terms and conditions
were set forth for Seller to sell and Buyer to purchase the Facility
(capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Sale Contract).
B. Lender has not yet delivered the Required Consent, which is a mutual
condition precedent to closing under Section 12 of the Sale Contract, and Seller
and Buyer mutually desire to further extend the Closing Date under the terms and
conditions set forth below.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are hereby incorporated as if set
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forth herein in their entirety.
2. Amendment to Closing Date. Section 6(a) of the Sale Contract is hereby
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amended to provide that the Closing Date shall mean the earlier to occur of the
date on which the conditions precedent to closing set forth in Section 12 of the
Sale Contract are satisfied or June 28, 2002 (provided that in no event shall
either Seller or Buyer be required to close unless the conditions precedent in
Section 12 of the Sale Contract which are applicable to each of their
obligations to close are satisfied). Nothing in the foregoing shall be
construed to affect the operation of the final two sentences of Section 2 of the
First Amendment.
3. Counterparts; Facsimile Signatures. This Third Amendment may be executed
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in counterparts which together will constitute one agreement. For purposes of
determining the enforceability of this Third Amendment, facsimile signatures
shall be deemed originals.
4. Successors and Assigns. This Third Amendment shall be binding upon and
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inure to the benefit of the parties and their successors and assigns.
5. Ratification. All terms and conditions of the Sale Contract not amended
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pursuant to this Third Amendment are hereby ratified and confirmed and remain in
full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this Third
Amendment as of the day and year first above stated.
SELLER:
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SENIOR LIFESTYLE SHREVEPORT, L.L.C.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Vice President and Chief Financial Officer
BUYER:
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EMERITUS CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
The undersigned is executing this Third Amendment for the sole purpose of
evidencing its agreement to the provisions hereof.
HORIZON BAY MANAGEMENT, L.L.C.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Vice President and Chief Financial Officer
