EXHIBIT 10.54
FIRST AMENDMENT TO
REAL ESTATE PURCHASE AND SALE AGREEMENT
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THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of this
18th day of November, 1997, by and between THE CLASSIC AT WEST PALM BEACH
LIMITED PARTNERSHIP, a Florida limited partnership ("Seller") and BROOKDALE
LIVING COMMUNITIES, INC., a Delaware corporation ("Purchaser").
RECITALS
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A. Purchaser and Seller have entered into a Real Estate Purchase and Sale
Agreement dated July 29, 1997 (the "Original Agreement").
B. Purchaser and Seller desire to amend the Original Agreement on the
terms and conditions herein contained.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Original Agreement and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Amendment agree as follows:
1. Definitions. All capitalized terms used herein and not herein defined
shall have the meanings ascribed to such terms in the Original Agreement. The
term "Agreement" when used hereafter shall mean the Original Agreement as hereby
amended.
2. Closing Date. In the definition of Closing Date in Section 1.02 of the
Original Agreement delete clause (a) and insert in lieu thereof the following
language:
"(a) the date set forth in a notice from Purchaser to Seller at least
five (5) Business Days following the date of such notice, but in no event
later than December 31, 1997,"
Notwithstanding any other provisions of the Agreement, including, without
limitation, the provisions of Section 13.01, in no event shall the Closing Date
be after December 31, 1997.
3. Conditions Precedent. Purchaser hereby waives the conditions to
closing set forth in Sections 5.01(i), 5.01(ii) and 5.01(v) of the Agreement.
4. Purchase Price and Xxxxxxx Money.
(a) Section 2.01 of the Original Agreement is hereby deleted in its
entirety and the following substituted in lieu thereof:
"2.01 Purchaser agrees to pay or cause to be paid to Seller, as the
purchase price for the Property (the "Purchase Price"), the sum of
Twenty Eight Million and No/100 Dollars ($28,000,000.00), plus or
minus net prorations, adjustments and credits as herein provided, in
cash by wire transfer or other immediately available funds."
All references in the Original Agreement to the Loan, the Loan Documents, the
Mortgage, the Mortgagee and the Note are hereby deleted except as provided in
paragraph 4(b) of this Amendment.
(b) In addition to those costs to be paid by Purchaser pursuant to Section
8.04(ii) Purchaser shall pay the prepayment fee or premium charged by the
Mortgagee pursuant to the terms of the Note upon prepayment in full of the Loan
at Closing together with any fees payable to the Mortgagee in connection with
the proposed assumption of the Loan.
(c) As a condition to the effectiveness of this Amendment, within two (2)
Business Days following the date of this Amendment, Purchaser and Seller shall
cause the Title Insurer to deliver the Xxxxxxx Money to Seller. Seller shall
hold the Xxxxxxx Money pursuant to the terms of the Agreement. Section 2.03 is
hereby deleted. At Closing, the Xxxxxxx Money shall be applied to the Purchase
Price; or, on December 31, 1997, if Closing has not occurred, the Xxxxxxx Money
shall be returned to Purchaser or retained by Seller as provided in the
Agreement.
5. Miscellaneous.
A. The Original Agreement as hereby amended is hereby ratified and
confirmed and shall remain unmodified and in full force and effect except as
herein expressly amended.
B. This Amendment may be executed in multiple counterparts (no one of
which need contain the signatures of more than one party hereto so long as each
party hereto executes at least one such counterpart), each of which shall be
deemed an original and all of which, when taken together, shall constitute and
be one and the same instrument.
C. The paragraph headings of this Amendment and the captions of the
exhibits attached hereto are for convenience only and are not intended, and
shall not be construed to alter, limit or enlarge in any way the scope or
meaning of the language contained in this Amendment and exhibits attached
hereto.
D. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
E. This Amendment shall extend to, be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, heirs
and legal representatives, subject in the case of Purchaser, to the limitations
set forth in Section 17 of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Amendment to be executed and delivered on their behalf as of the day and year
first written.
PURCHASER: SELLER:
BROOKDALE LIVING COMMUNITIES, THE CLASSIC AT WEST PALM BEACH
INC., a Delaware corporation LIMITED PARTNERSHIP, a Florida
limited partnership
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: Greystone Classic, Inc., a
---------------------------- Virginia corporation
Name: Xxxxxx X. Xxxxxxxx, Xx. Its: Sole General Partner
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Title: Executive Vice President
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By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
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Title: President
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