FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit 10.1
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of July 26, 2015, by and among 101 Development Group, LLC, a Delaware limited liability company (the “Buyer”) and Revera Assisted Living, Inc., a corporation formed under the laws of the state of Oregon (“Parent”), CPL (Xxx Xxx Village) LLC, a Delaware limited liability company (“Xxx Xxx”), CPL (Fox Chase) LLC, a Delaware limited liability company (“Fox Chase”), CPL (Xxxxxxxx) LLC, a Delaware limited liability company (“Xxxxxxxx”), CPL (Xxxxx) LLC, a Delaware limited liability company (“Xxxxx”), CPL (Laurelton Village) LLC, a Delaware limited liability company (“Laurelton”), Revera (Delaware) LLC doing business as Linden Grove Health Care Center (“Linden Grove”), Xxxxxxxxx Health & Rehab Center (“Xxxxxxxxx”) and Orchard Park Rehabilitation and Nursing Center (“Orchard Park”), CPL (Xxxxxxx) LLC, a Delaware limited liability company (“Xxxxxxx”), CPL (Meadowview) LLC, a Delaware limited liability company (“Meadowview”), CPL (Oakridge) LLC, a Delaware limited liability company (“Oakridge”), CPL (South County) LLC, a Delaware limited liability company (“South County”), CPL (Xxxxxxx) LLC, a Delaware limited liability company (“Xxxxxxx”), CPL (Willow Creek) LLC a Delaware limited liability company (“Willow Creek” and collectively with Xxx Xxx, Xxx Chase, Iliff, Linden Grove, Meadowview, Xxxxxxxxx, Oakridge, Orchard Park, South County and Xxxxxxx, the “Owner Operator Sellers”), CPL (Xxxx Ridge) LLC, a Delaware limited liability company (“Xxxx Ridge”), Rochester Manor LLC, a Delaware limited liability company (“Rochester”), Subacute Center of Bristol LLC doing business as Village Green of Bristol (“Village Green Bristol”), Brook Hollow Health Care Center LLC doing business as Village Green of Wallingford (“Village Green Wallingford”), CPL (Cabot) LLC, a Delaware limited liability company (“Cabot”), Burlington Health and Rehabilitation Center LLC, a Delaware limited liability company (“Burlington”), Berlin Health and Rehabilitation Center LLC, a Delaware limited liability company (“Berlin”), Bennington Health and Rehabilitation Center LLC, a Delaware limited liability company (“Bennington”), Springfield Health and Rehabilitation Center LLC, a Delaware limited liability company (“Springfield”), St. Johnsbury Health and Rehabilitation Center LLC, a Delaware limited liability company (“St. Johnsbury” and collectively with Xxxx Ridge, Cabot, Rochester, Village Green Bristol, Village Green Wallingford, Burlington, Berlin, Bennington and Springfield, the “Operator Sellers”), Vermont Subacute LLC, a Delaware limited liability company (“Vermont RE”), Connecticut Subacute LLC, a Delaware limited liability company (“Connecticut RE”), New Hampshire Subacute LLC, a Delaware limited liability company (“New Hampshire RE”), CPL (Westfield) LLC, a Delaware limited liability company (“Westfield RE”), Berlin Real Estate LLC, a Delaware limited liability company (“Berlin RE”), Bennington Real Estate LLC, a Delaware limited liability company (“Bennington RE”), Springfield Real Estate LLC, a Delaware limited liability company (“Springfield RE”), St. Johnsbury Real Estate LLC, a Delaware limited liability company (“St. Johnsbury RE” and collectively with Vermont RE, Connecticut RE, New Hampshire RE, Westfield RE, Berlin RE, Bennington RE and Springfield RE, the “RE Owner Sellers”), and CPL (Premier Therapy) LLC, a Delaware limited liability company (“Premier Therapy”), and Genesis Healthcare, Inc. a Delaware corporation (“Guarantor”). The Owner Operator Sellers, the Operator Sellers, the RE Owner Sellers and Premier are collectively referred to herein as “Sellers” and collectively with Parent as the “Seller Parties”.
RECITALS
WHEREAS, Buyer, Seller Parties and Guarantor are party to that certain Asset Purchase Agreement dated as of June 11, 2015 (the “Agreement”); and
WHEREAS, all capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement; and
WHEREAS, Buyer, Seller Parties and Guarantor desire to amend the Agreement to provide for the expansion of the Therapy Business by Premier Therapy prior to Closing in accordance with the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth, the parties agree as follows:
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1. The Agreement is hereby amended by adding the following as Section 2.3.3: |
“2.3.3New Business Start-Up Costs. The Purchase Price shall be increased by the amount of all New Business Start-Up Costs actually expended by Premier Therapy with respect to any New Business Opportunity pursued by Premier Therapy in accordance with Section 6.2.5 hereof; provided that, unless expressly agreed to by Buyer in writing, the amount of any such increase to the Purchase Price shall not exceed Ten Thousand and no/100 Dollars ($10,000) for each New Business Opportunity.”
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2. The Agreement is hereby amended by adding the following as Section 6.2.5: |
“6.2.5Premier Therapy New Business Opportunities. Prior to the Closing Date, Premier Therapy shall continue to pursue, consistent with its past practices, any opportunity to obtain a new customer, procure new business from an existing customer or otherwise expand the Therapy Business (each a “New Business Opportunity”). In the event that Premier Therapy pursues a New Business Opportunity, the Purchase Price shall be increased in the amount of any capital expenditures or other start-up costs actually expended by Premier Therapy with respect to such New Business Opportunity (collectively, the “New Business Start-Up Costs”); provided that, unless expressly agreed to by Buyer in writing, the amount of such increase to the Purchase Price shall not exceed Ten Thousand and no/100 Dollars ($10,000) for each New Business Opportunity.”
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3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original. Signature delivered by facsimile or by similar electronic means such as by portable document format shall be deemed to be originals. |
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4. Except as modified by this Amendment, the Agreement shall remain in full force and effect. |
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5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. |
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date above written.
SELLER PARTIES:
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REVERA ASSISTED LIVING, INC. |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXX XXX VILLAGE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (FOX CHASE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXXXXXXX) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXXXX) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (LAURELTON VILLAGE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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REVERA (DELAWARE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXXXXXX) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (MEADOWVIEW) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (OAKRIDGE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (SOUTH COUNTY) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXXXXXX) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (WILLOW CREEK) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (XXXX RIDGE) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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ROCHESTER MANOR LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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SUBACUTE CENTER OF BRISTOL LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BROOK HOLLOW HEALTH CARE CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (CABOT) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BURLINGTON HEALTH AND REHABILITATION CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BERLIN HEALTH AND REHABILITATION CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BENNINGTON HEALTH AND REHABILITATION CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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SPRINGFIELD HEALTH AND REHABILITATION CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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ST. JOHNSBURY HEALTH AND REHABILITATION CENTER LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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VERMONT SUBACUTE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CONNECTICUT SUBACUTE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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NEW HAMPSHIRE SUBACUTE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (WESTFIELD) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BERLIN REAL ESTATE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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BENNINGTON REAL ESTATE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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SPRINGFIELD REAL ESTATE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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ST. JOHNSBURY REAL ESTATE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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CPL (PREMIER THERAPY) LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Authorized Representative |
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date above written.
BUYER:
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101 DEVELOPMENT GROUP, LLC |
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By: |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Assistant Secretary |
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GUARANTOR:
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By: |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Assistant Secretary |
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