THIRD AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Exhibit 10.14
THIRD AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as
of this 9th day of July, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited
liability company, Xxxxxx Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter
Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware
limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited
liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company
(collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation
(“Purchaser”), and joined in by Xxxxxx Street Real Estate Fund IV, L.P., a Delaware limited
partnership (“Xxxxxx Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited
liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors,
LLC, a Florida limited liability company (“Advisors”), as an Indemnifying Party.
WITNESSETH:
WHEREAS, Sellers and Purchaser entered into that certain Interest Purchase and Sale Agreement
dated as of April 27, 2010, as amended by that certain First Amendment to Interest Purchase and
Sale Agreement dated as of May 27, 2010, as further amended by that certain Second Amendment to
Interest Purchase and Sale Agreement dated as of June 2, 2010, concerning the sale and purchase of
ownership interests in various entities owned by Sellers, which agreement was joined into by Xxxxxx
Guarantor and SLM Guarantor, as Guarantors, and joined into by Advisors, as an Indemnifying Party
(such agreement as amended through the date hereof is hereinafter referred to as the “Agreement”);
and
WHEREAS, the parties desire to amend the Agreement in accordance with the terms of this
Amendment; and
WHEREAS, all capitalized terms utilized herein and not otherwise defined herein will have the
same meaning as those terms have been given in the Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing recitations, the mutual promises of the
parties set forth in this Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
agree to amend the Agreement in accordance with the following terms and conditions:
1. Recitals. The above recitals are true and correct and are incorporated herein by
this reference.
2. Third Deposit. The definition of “Third Deposit” set forth in the Agreement is
hereby deleted in its entirety and replaced with the following:
“Third Deposit” shall mean an additional deposit consisting of a cash payment in the
amount of Twenty Million Dollars ($20,000,000.00).
3. IPO Contingency. The last sentence of Section 4 of the Agreement is hereby deleted
in its entirety and replaced as follows:
In the event that the IPO Contingency shall not be satisfied on or before August 6,
2010 or if the other Closing Contingencies set forth in this Section 4 have not been
satisfied on or before the Closing Date (other than by reason of Purchaser’s failure
to comply in all material respects with its obligations under this Agreement),
Purchaser shall have the right to terminate this Agreement by written notice to
Sellers, whereupon, provided Purchaser has not exercised the Second Extension
Option, Purchaser shall be entitled to a return of the Deposit, less, if Purchaser
has exercised the First Extension Option, the First Extension Payment, and
thereafter Sellers and Purchaser shall have no further obligations or liabilities
hereunder, except for those obligations or liabilities which expressly survive the
termination of this Agreement.
4. “Road Show” and Initial Public Offering. Section 5.6 of the Agreement is hereby
deleted in its entirety and replaced as follows:
Purchaser shall have commenced the “road show” presentations to prospective
investors for the IPO, as confirmed in writing by Purchaser and its lead managing
underwriter for the IPO, no later than July 23, 2010 (the “Road Show Contingency”),
and Purchaser shall have satisfied the IPO Contingency.
5. Closing Contingency. The last sentence of Section 5 of the Agreement is hereby
deleted in its entirety and replaced as follows:
If the Road Show Contingency has not been satisfied by Purchaser on or before July
23, 2010 or if the IPO Contingency has not been satisfied by Purchaser on or before
August 6, 2010, or the S-11 Contingency has not been satisfied within the time
specified therein or if the remaining conditions to Sellers obligation to close set
forth in this Section 5 have not been satisfied as of the Closing Date (other than
by reason of any Seller’s, Acquired Company’s, Tenant’s, Florida Tenant’s or
Manager’s failure to comply in all material respects with any of its obligations
under this Agreement), Sellers shall have the right to terminate this Agreement by
notifying Purchaser in writing whereupon, provided Purchaser has not exercised the
Second Extension Option, Purchaser shall be entitled to a return of the Deposit,
less, if Purchaser has exercised the First Extension Option, the First Extension
Payment, and thereafter Sellers and Purchaser shall have no further obligations or
liabilities hereunder except for those obligations or liabilities which expressly
survive the termination of this Agreement.
6. Termination. Section 10.1(a) of the Agreement is hereby deleted in its entirety
and replaced as follows:
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(a) By either Party if the IPO Contingency has not occurred on or before August 6,
2010.
7. Sellers’ Remedy for Pre-Closing Default. Section 10.4(c) of the Agreement is
hereby added to the Agreement as follows:
(c) to compel specific performance of this Agreement.
8. Incorporation of Terms. Each and all of the provisions of this Amendment are
hereby incorporated into the Agreement, so that each and all of such provisions shall constitute a
part of the Agreement. In the event of any conflict or inconsistency between the provisions of
this Amendment, on the one hand, and the provisions of the Agreement, on the other hand, the
provisions of this Amendment shall be controlling.
9. Ratification. Except as specifically modified herein, each and all of the terms
and conditions of the Agreement shall remain in full force and effect, unmodified in any way, and
the parties hereby ratify and reaffirm each and all of the terms and provisions of the Agreement,
as modified hereby.
10. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of Illinois.
11. Counterparts. This Amendment may be executed in two or more counterparts, and may
be transmitted upon execution by facsimile or other electronic transmission, and each such
counterpart shall be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.
(SIGNATURES APPEAR ON THE FOLLOWING PAGES)
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first
above written.
SELLERS:
WSL HOLDINGS IV, L.L.C.,
a Delaware limited liability company
a Delaware limited liability company
By:
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Xxxxxx XX Investors IV, L.L.C., a Delaware limited liability company, its Member |
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By:
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Xxxxxx Acquisition REOC Holdings IV, L.L.C., a Delaware limited liability company, its Sole Member |
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By:
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Xxxxxx Street Real Estate Fund IV, L.P., a Delaware limited partnership, its Managing Member |
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By:
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Xxxxxx Street Managers IV, L.P., a Delaware limited partnership, its General Partner |
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By:
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WSC Managers IV, Inc., a Delaware corporation, its General Partner |
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||
(SIGNATURES CONTINUED ON FOLLOWING PAGES)
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XXXXXX ACQUISITION HOLDINGS IV, LP,
a Delaware limited partnership
a Delaware limited partnership
By:
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Xxxxxx Street Real Estate Fund IV, L.P., a Delaware limited partnership, its General Partner |
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By:
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Xxxxxx Street Managers IV, L.P., a Delaware limited partnership, its General Partner |
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By:
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WSC Managers IV, Inc., a Delaware corporation, its General Partner |
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||
SL JUPITER HOLDINGS, L.L.C., a Delaware limited liability company |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Manager | |||
MANGROVE BAY INVESTORS, L.L.C., a Delaware limited liability company |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Manager | |||
SENIOR LIFESTYLE CONTRIBUTION COMPANY, L.L.C., a Delaware limited liability company |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Manager | |||
(SIGNATURES CONTINUED ON FOLLOWING PAGES.)
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SENIOR LIFESTYLE CI-II, L.L.C., a Delaware limited liability company |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Manager | |||
PURCHASER:
LEGACY HEALTHCARE PROPERTIES TRUST, INC., a Maryland corporation |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | President, COO | |||
JOINED IN SOLELY AS A GUARANTOR:
XXXXXX STREET REAL ESTATE FUND IV, L.P.,
a Delaware limited partnership
a Delaware limited partnership
By:
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Xxxxxx Street Managers IV, L.P., a Delaware limited partnership, its General Partner |
|
By:
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WSC Managers IV, Inc., a Delaware corporation, its General Partner |
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||
(SIGNATURES CONTINUED ON FOLLOWING PAGES.)
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GUARANTOR
SENIOR LIFESTYLE MANAGEMENT, L.L.C. a Delaware limited liability company |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Manager | |||
JOINED IN SOLELY AS AN INDEMNIFYING PARTY:
LEGACY HEALTHCARE ADVISORS, LLC, a Florida limited liability company |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | President/COO | |||
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