SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 2.3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Second Amendment”) is dated as
of this 19th day of October, 2009, and effective as of October 7, 2009, and is
made by and between each of the parties named on Exhibit “A” hereto (each, individually,
“Seller” and, collectively, “Sellers”), and BLC Acquisitions, Inc., a Delaware
corporation (“Purchaser”).
WHEREAS, Sellers and Purchaser are parties to that certain Purchase and Sale Agreement (the
“Original Purchase and Sale Agreement”) dated as of October 7, 2009, as amended by that
certain First Amendment to Purchase and Sale Agreement (the “First Amendment”) dated as of
October 7, 2009 (as amended, the “Purchase and Sale Agreement”); and
WHEREAS, Sellers and Purchaser desire to further amend certain terms of the Purchase and Sale
Agreement.
NOW, THEREFORE, for valuable consideration, including the promises, covenants, representations
and warranties hereinafter set forth, the receipt and adequacy of which are hereby acknowledged,
the parties, intending to be legally and equitably bound, agree as follows:
1. Incorporation of Terms. The terms of the First Amendment are hereby incorporated
in the Purchase and Sale Agreement by this reference, as if all specific terms and provisions of
the Original Purchase and Sale Agreement that conflict with or were otherwise modified by
corresponding terms of the First Amendment were modified in detail to reflect such revised terms
and be consistent with the terms of the First Amendment. Section 9 of the First Amendment is
hereby deleted and of no further force and effect.
2. Correction of Seller Entities. The parties acknowledge the following corrections
to the entities comprising Sellers: (a) the Sunrise of Santa Xxxx Facility is owned by Sunrise
Assisted Living Limited Partnership VIII, L.P. and by Sunrise Chanate Assisted Living L.P. (with
respect to different parcels that comprise the Real Property), and (b) the Sunrise of Oakwood
Facility is owned by Karrington of Oakwood Ltd. Liability Co. The corrected entities are reflected
in the attached Exhibit A and the signature blocks of this Second Amendment. By each such
party’s execution of this Second Amendment it hereby agrees to be bound by the terms of the
Purchase and Sale Agreement as if it had executed the same in the first instance.
3. Exhibits. Attached hereto are the Exhibits to the Purchase and Sale Agreement,
which are hereby attached to the Purchase and Sale Agreement in the place and stead of the Exhibits
that were attached to the Original Purchase and Sale Agreement. All references in the Purchase and
Sale Agreement to Exhibit “A-3” are hereby deleted.
4. Limited License. The term of the limited license for Purchaser’s right to use the
trademark “Sunrise” (contained within the definition of Excluded Documents in Article I of the
Purchase and Sale Agreement) shall be extended with respect to any Property through the term of a
Bridging Lease and/or Bridging Management Agreement for that Property to the extent necessary to
effectuate the bridging arrangement contemplated thereby, provided that Sellers shall have the
right to reasonably approve each such use.
5. Proprietary Information. The definition of Proprietary Information in Article I of
the Purchase and Sale Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
“Proprietary Information” As used herein, Proprietary Information
shall mean (a) the information provided to Purchaser by any Seller or its
representatives, or (b) any analyses, compilations, studies or other documents or
records prepared by or on behalf of Purchaser, in connection with Purchaser’s
investigation of the Properties.
6. Resident Agreements. The definition of Resident Agreements in Article I of the
Purchase and Sale Agreement is hereby deleted in its entirety and the following is inserted in lieu
thereof:
“Resident Agreements” Those leases, occupancy, residency, and similar
written agreements entered into with residents of each Real Property, and all
amendments, modifications, supplements, renewals, and extensions thereof, of which
Seller shall provide Purchaser with copies (or access to the same) no more than
three (3) business days after the Effective Date, and all other leases, occupancy,
residency, and similar written agreements with residents of each Facility entered
into by each Seller in the ordinary course of business after the Effective Date as
permitted hereunder.
7. Contracts and Existing Management Agreements. Section 4.3.4 of the Purchase and
Sale Agreement is hereby amended to add the following to the end of such Section: “With respect to
any 30-Day Contracts delivered to Purchaser by Sellers after the Effective Date, Purchaser shall
not assume any such 30-Day Contracts that Purchaser provides Seller Notice of Purchaser’s decision
not to assume within five (5) calendar days after Sellers’ delivery of the same to Purchaser. The
parties acknowledge and agree that Purchaser shall not assume any of Sellers’ existing management
agreements, except if and to the extent the parties agree to such assumption in connection with the
bridging of licenses pursuant to Section 6.4 below.”
8. Due Diligence Materials . Section 4.3.6 of the Purchase and Sale Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:
Purchaser covenants and agrees that, until the Closing Date, all information and
materials disclosed and/or delivered to it by Sellers, or Sellers’ agents,
employees and representatives (including without
limitation, the Due Diligence Materials) shall be held in accordance with the terms
and conditions of Section 12.18 below.
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Upon Closing, unless otherwise provided
herein, all such information and materials regarding the Properties and the
Facilities shall become the property of Purchaser or its permitted assigns.
Purchaser also agrees that, in the event the transactions contemplated in this
Agreement are not consummated as provided herein, Purchaser shall take such action
with respect to all such information and documentation as required pursuant to the
Confidentiality Agreement (as defined in Section 12.18 hereof).
9. Correction of Cross-Reference. The reference in Section 5.2(q) and 5.3(k) of the
Purchase and Sale Agreement to “the Post-Closing Escrow Agreement, as set forth in Section 7.3
below,” is hereby amended to reflect that the Post-Closing Escrow Agreement is set forth in Section
9.3 of the Purchase and Sale Agreement.
10. Accounts Receivable. Section 5.5.10 of the Purchase and Sale Agreement is hereby
amended to add the following after the second sentence thereof: “For a period of six (6) months
after the Closing, Purchaser will make a good faith effort to collect all outstanding Sellers’
Accounts Receivable, provided that Purchaser shall have no obligation to bring any claim or
proceeding, or pursue any collections actions, against any resident. After the Closing, Sellers
shall have no right to enforce collection of Sellers’ Accounts Receivable.” Further, the second to
last sentence of Section 5.5.10 and the last sentence of Section 5.5.11 (both giving Sellers the
right to pursue collection of Sellers’ Accounts Receivable following Closing) are hereby deleted in
their entirety.
11. Purchaser Indemnity. Section 6.1.1 of the Purchase and Sale Agreement is hereby
amended to add the following to the end of such Section: “Prior to Closing, Sellers’ remedies
based on the indemnities contained in Subsections (c) and (d) of this Section 6.1.1 shall be
limited to the liquidated damages set forth in Section 9.1 below.”
12. Transition Cooperation. Section 6.2.2 of the Purchase and Sale Agreement is
hereby amended to add the following to the end of such Section: “Prior to and following Closing,
Sellers shall reasonably cooperate with Purchaser in good faith in connection with the transition
of the Facilities (and the operations thereof) to Purchaser (at no out-of-pocket cost to Sellers),
including without limitation, by providing to Purchaser data in electronic form upon Purchaser’s
request therefor, if and to the extent Sellers have such electronic data and provided that the same
is not proprietary or confidential, in Sellers’ sole and absolute judgment.”
13. Bridging Arrangements. The third sentence of Section 6.4.2 of the Purchase and
Sale Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
Without limitation, this may include a lease from Purchaser to one of the Sellers,
its management company or the current license-holder, in the form and content
attached hereto as Exhibit “M,” subject to modification in accordance with
any Legal Requirements (each, a “Bridging Lease”), and a management
agreement between the license-holder as lessee under the
Bridging Lease and a designee of Purchaser, in the form and content attached hereto
as Exhibit “N,” subject to modification in accordance with any Legal
Requirements (each, a “Bridging Management Agreement”).
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14. Employee Matters. The parties acknowledge and agree that Purchaser’s employment
of the existing employees at the Facilities may be conditional, subject to (a) satisfactory
completion post-Closing of drug testing and security background checks in accordance with
Purchaser’s standard practices and at Purchaser’s sole cost and expense, and (b) the employee’s
consent to the transfer to Purchaser of Sellers’ personnel file for such employee (and with such
employee consent, Sellers shall provide Purchaser with a copy of such employee’s personnel file at
the Facility at which each such employee is employed). Except as otherwise expressly provided in
the Purchase and Sale Agreement, Purchaser agrees not to contact, directly or indirectly, any
employees of any Facility prior to the Closing Date without the prior consent of Sellers, and
agrees to be liable for all of Sellers’ damages in the event of any such contact by Purchaser or
any of its agents or representatives.
15. Purchaser Representations. For purposes of Sections 7.1.2 and 7.1.3 of the
Purchase and Sale Agreement, Purchaser hereby discloses to Sellers that Purchaser must (and shall
prior to Closing) obtain consent to the transaction contemplated by the Purchase and Sale Agreement
from its line of credit lenders. For the avoidance of doubt, the parties acknowledge that receipt
of this consent is not a condition of the Closing and Purchaser shall not be entitled to a refund
of the Xxxxxxx Money Deposit if it is unable to obtain such consent.
16. Sellers Representations. For purposes of Sections 7.2.2 and 7.2.3 of the Purchase
and Sale Agreement, Sellers hereby disclose to Purchaser that Sellers must obtain consent to the
transaction contemplated by the Purchase and Sale Agreement from (a) the ground lessor in
connection with the assignment of Wooster Ground Lease, (b) the Department of Housing and Urban
Development in connection with the prepayment of the HUD-insured loan on Santa Xxxx and any related
approvals from the lender or municipality, and (c) the requisite lenders under the Sunrise Senior
Living, Inc. line of credit agented by Bank of America (as set forth in the First Amendment).
17. Post-Closing Liability Cap Amount.
(a) Section 9.3 of the Purchase and Sale Agreement is hereby deleted in its entirety and the
following is inserted in lieu thereof:
9.3 Limitations of Purchaser’s Post-Closing Claims. Notwithstanding any
provision to the contrary herein or in any document or instrument (including any
xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to
Purchaser at or in connection with the Closing (excluding the Bridging Lease and
the Bridging Management Agreement and any other documents in connection with the
bridging of licenses, if applicable, collectively, “Closing Documents”),
Sellers shall
have no (and each Seller is exculpated and released from any) liability whatsoever
with respect to
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any Claims under, and Purchaser shall be forever barred from making
or bringing any Claims with respect to, any of the representations and warranties,
covenants and indemnities contained in this Agreement or in any Closing Document,
unless the aggregate amount of all Claims for breach of all Sellers’
representations and warranties, covenants and indemnities exceeds One Hundred
Thousand Dollars ($100,000) (the “Threshold Amount”) (but if such Claim(s)
is/are valid and finally determined (or settled) to be in excess of the Threshold
Amount, then the applicable Seller’s liability shall extend to the “first dollar”
of Purchaser’s Claim), provided it is understood and agreed that the total
liability of Sellers for any or all Claims in the aggregate with respect to all of
the Properties shall not exceed Five Million Dollars ($5,000,000.00) (the “Cap
Amount”), Two Million Five Hundred Thousand Dollars ($2,500,000) of which shall
be placed in escrow with the Escrow Agent at Closing out of funds that would
otherwise be payable to Sellers (the “Post-Closing Liability Escrow”),
pursuant to the terms and conditions of Post-Closing Escrow Agreement, in form and
content as attached hereto as Exhibit “P” (the “Post-Closing Escrow
Agreement). Pursuant to the terms of the Post-Closing Escrow Agreement, on the
Survival Date, the Escrow Agent shall refund to Seller any remaining balance of the
Post-Closing Liability Escrow (including any interest earned thereon), unless there
is a Pending Claim (defined below), in which event the Post-Closing Liability
Escrow shall remain in place until the Pending Claim is definitively resolved by
agreement of the parties or final court order.
(b) Section 9.6 of the Purchase and Sale Agreement is hereby deleted in its entirety and the
following is inserted in lieu thereof:
9.6 Limitations on Sellers’ Post-Closing Claims. Notwithstanding any
provision to the contrary herein or in any document or instrument executed by
Purchaser and delivered to Sellers at or in connection with the Closing (excluding
the Bridging Lease and Bridging Management Agreement and any other documents in
connection with the bridging of licenses, if applicable, collectively,
“Purchaser Closing Documents”), Purchaser shall have no (and Purchaser is
exculpated and released from any) liability whatsoever with respect to any Claims
under, and Sellers shall be forever barred from making or bringing any Claims with
respect to, any of the representations and warranties, covenants and indemnities
contained in this Agreement or in any Purchaser Closing Document, unless the
aggregate amount of all Claims for breach of Purchaser’s representations and
warranties, covenants and indemnities exceeds the Threshold Amount (but if such
Claim(s) is/are valid and finally determined (or settled) to be in excess of the
Threshold Amount, then Purchaser’s liability shall extend to the “first dollar” of
Sellers’
Claim), provided it is understood and agreed that the total liability of Purchaser
for any or all Claims in the aggregate with respect to this Agreement and all of
the Purchaser Closing Documents shall not exceed the Cap Amount. Sellers shall not
make any Claim or deliver any Claim Notice unless in good faith, Sellers believes
the Claim would exceed the Threshold Amount as set forth above.
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18. Brokers. Article X of the Purchase and Sale Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
X
BROKERS
Sellers represent and warrant to Purchaser that except for Xxxxxxx Xxxxx
(“Broker”), no broker or finder has been engaged by it or their affiliates,
respectively, in connection with the transaction contemplated by this Agreement or
to its knowledge is in any way connected with this transaction. Purchaser shall be
responsible for the payment of any commission, finder’s fee or other sum initiated
by any broker, commission agent or other person engaged or retained by Purchaser in
connection with the transaction contemplated by this Agreement. Sellers shall be
responsible for the payment of any commission, finder’s fee or other sum initiated
by any broker, commission agent or other person engaged or retained by Sellers in
connection with the transaction contemplated by this Agreement, including without
limitation, Broker. Sellers and Purchaser (except with respect to the commission
which shall be paid by Seller to Broker) each agree to indemnify, protect, defend
and hold the other harmless from and against any claims, actions, suits or demands
for payment of any commission, finder’s fee or other sum initiated by any broker,
commission agent or other person which such party or its representatives has
engaged or retained or with which it has had discussions concerning or which shall
be based upon any statement or agreement alleged to have been made by such party,
in connection with the transaction contemplated by this Agreement or the sale of
the Properties by Sellers. The provisions of this Article X shall survive the
Closing.
19. Governing Law. Section 12.1 of the Purchase and Sale Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If any legal action is
necessary to enforce the terms and conditions of this Agreement, the parties hereby
agree that the courts in the State of Delaware shall be the sole jurisdiction and
venue for the bringing of the action.
20. Assignment. Section 12.5 of the Purchase and Sale Agreement is hereby deleted in
its entirety and the following is inserted in lieu thereof:
Assignment. Purchaser may not assign, convey and otherwise transfer all or
any part of its interest or rights herein without the prior written consent of
Sellers, which consent Sellers shall not unreasonably withhold.
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Notwithstanding
the foregoing, however, Purchaser may (without Seller’s consent but with advance
written notice to Seller), by not later than five (5) business days prior to
Closing, assign and transfer in whole or in part all of its rights and obligations
under this Agreement to one (1) or more wholly owned subsidiary(ies) of Brookdale
Senior Living, Inc., or to a one hundred percent (100%) owned affiliate(s) thereof,
or to any entity controlled (directly or indirectly, through voting or equity
ownership) by Purchaser in the form of the Assignment of Purchase Agreement
attached hereto as Exhibit “D.
Purchaser shall not be released of its obligations under this Agreement as a result
of any assignment. Any permitted assignment shall be conditioned upon Purchaser
delivering to Sellers and Escrow Agent, within forty-eight (48) hours of any
assignment permitted without Sellers’ consent or prior to receiving Sellers’
consent where required as set forth above, Notice thereof, together with a copy of
such assignee’s organizational and formation documents and instruments, a
Certificate of Good Standing for such assignee, and copies of the documents, if any
(or the proposed forms thereof), by or between Purchaser and such assignee
authorizing such assignment. As a further condition to any assignment, Purchaser
shall cause its assignee(s) to execute the Assignment of Purchase Agreement in the
form attached hereto as Exhibit “D,” and such other documents and instruments as
Escrow Agent may reasonably request. Sellers shall upon request consent in writing
to any such assignment that is made in accordance with the terms of this Section.
Sellers may not assign or transfer their respective rights or obligations under
this Agreement without the prior written consent of Purchaser (in which event such
transferee shall assume in writing all of the transferor’s obligations hereunder,
but such transferor shall not be released from its obligations hereunder). No
transfer or assignment by either party in violation of the provisions hereof shall
be valid or enforceable.
21. No Public Disclosures. Section 12.15 of the Purchase and Sale Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
No Public Disclosure. Sellers and Purchaser shall consult with each other
before issuing, and give each other the opportunity to review and comment upon, any
press release or other public statements with respect to the transactions
contemplated by this Agreement and shall not issue any such press release or make
any such public statement prior to such consultation, except as may be required by
Legal Requirements, court process or by obligations pursuant to any listing
agreement with any national securities exchange or national securities quotation
system. The parties agree to cooperate in good faith in connection with the press
releases to be issued with respect to the transactions contemplated by this
Agreement provided, however, that each of Seller and Purchaser may make any public
statement in response to specific questions by the press, analysts, investors or
those attending industry conferences or financial analyst conference calls, so long
as any such statements are not inconsistent with previous press releases, public
disclosures or public statements made jointly by Sellers and Purchaser and do not
reveal material, non-public information regarding the other party.
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The parties acknowledge and agree that Sellers’ press release and 8K filing of October 9, 2009, and
Purchaser’s press release of October 9, 2009, are all approved by the parties and in compliance
with the terms of Section 12.15 of the Purchase and Sale Agreement, as amended hereby.
22. Confidentiality. Section 12.18 of the Purchase and Sale Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
Confidentiality. The parties acknowledge and agree that an affiliate of
Purchaser previously executed and delivered to an affiliate of Sellers a
confidentiality agreement (the “Confidentiality Agreement”), and such
agreement remains and shall remain in full force and effect in accordance with the
terms thereof and shall govern with respect to the transactions contemplated by
this Agreement, except as may be mutually agreed by the parties in writing. The
provisions of the Confidentiality Agreement shall survive any termination of this
Agreement.
23. Initials. Sellers and Purchaser are hereby deemed to have initialed, where
applicable, Sections 4.4(f), 9.1 and 9.2 of the Purchase and Sale Agreement.
24. Distribution of Sellers’ Funds. Purchaser acknowledges and agrees that each
Seller may direct the Escrow Agent by irrevocable direct disbursement authorization (a
“Disbursement Authorization”), or otherwise, to wire directly to Bank of America, N.A. any or all
of the cash portion of the Purchase Price due to Sellers as set forth in the Closing Statement, and
further agrees to provide to Escrow Agent and Bank of America, N.A. Purchaser’s written
acknowledgement and consent to any such Disbursement Authorization.
25. Binding and Inure. This Second Amendment and the Purchase and Sale Agreement
shall be binding upon and inure to the benefit of Sellers, Purchaser and their respective heirs,
successors and assigns.
26. Capitalized Terms. All capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Purchase and Sale Agreement.
27. Ratification. Except as hereby amended, the Purchase and Sale Agreement is hereby
ratified and shall continue in full force and effect in accordance with its terms. In the event of
any conflict or inconsistency between the terms and provisions of this Second Amendment and the
Purchase and Sale Agreement, this Second Amendment shall control.
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28. Counterpart Execution and Electronic Distribution. This Second Amendment and the
Purchase and Sale Agreement may be executed in counterparts, each of which shall constitute an
original and all of which together shall constitute one instrument. The parties agree that the
execution and delivery by facsimile or other electronic means shall have the full force and effect
as if it had been executed and delivered in the original.
29. Governing Law. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware. If any legal action is necessary to enforce the
terms and conditions of this Second Amendment, the parties hereby agree that the courts in the
State of Delaware shall be the sole jurisdiction and venue for the bringing of the action.
[Signatures appear on following pages.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of
the date first written above.
| PURCHASER: BLC ACQUISITIONS, INC. |
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| By: | /s/ T. Xxxxxx Xxxxx | |||
| Name: | T. Xxxxxx Xxxxx | |||
| Title: | Executive Vice President | |||
| SELLERS: SUNRISE OF SANTA XXXX Sunrise Assisted Living Limited Partnership VIII, L.P. |
||||
| By: | Sunrise Senior Living Investments, Inc., its general partner |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| Sunrise Chanate Assisted Living, L.P. |
||||
| By: | Sunrise Senior Living Investments, Inc., its general partner |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF COLORADO SPRINGS Karrington of Colorado Springs Ltd. |
||||
| By: | Karrington Operating Company, Inc., its sole member |
|||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
[Signatures continue on next page.]
| SUNRISE OF WEST HARTFORD Sunrise West Hartford Assisted Living, LLC |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF WILTON Sunrise Wilton Assisted Living, L.L.C. |
||||
| By: | Sunrise Development, Inc., its sole member |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF AUGUSTA Sunrise Augusta Assisted Living Limited Partnership |
||||
| By: | Sunrise Senior Living Investments, Inc., its general partner |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF CARMEL Sunrise Carmel Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
[Signatures continue on next page.]
| SUNRISE AT FALL CREEK Sunrise Fall Creek Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
|||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF FORT XXXXX Sunrise Fort Xxxxx Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE AT WILLOW LAKE Sunrise Willow Lake Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF XXX ARBOR Sunrise Xxx Arbor Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
[Signatures continue on next page.]
| SUNRISE OF ALBUQUERQUE Karrington of Albuquerque Ltd. |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
| SUNRISE OF SOUTH CHARLOTTE Sunrise South Charlotte NC Senior Living, LLC |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
| SUNRISE OF BATH Sunrise Bath Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF ENGLEWOOD Karrington of Englewood Ltd. |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
[Signatures continue on next page.]
| SUNRISE AT FINNEYTOWN Karrington of Finneytown Ltd. |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
| SUNRISE AT KENWOOD Karrington of Kenwood Ltd. |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
| SUNRISE AT OAKWOOD Karrington of Oakwood Ltd. Liability Co. |
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| By: | Karrington Operating Company, Inc., its sole member |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: Xxxxx Xxxxxxx | ||||
| Title: Vice President & Secretary | ||||
| SUNRISE OF WOOSTER Sunrise Wooster Assisted Living, L.L.C. |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
[Signatures continue on next page.]
| SUNRISE OF MONROEVILLE Sunrise Monroeville Assisted Living, L.L.C. |
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| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| XXXXXXXX XXXXX XXXXXXX Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx, LLC |
||||
| By: | Sunrise Senior Living Investments, Inc., its sole member |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| SUNRISE OF SOUTH HILLS Karrington Operating Company, Inc. |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President & Secretary | |||
EXHIBIT “A”
PROPERTIES AND SELLERS
| Facility | Property Owner | Ownership | ||||
1 |
Sunrise of Santa Xxxx | Sunrise Assisted Living Limited | SSLII — 1% SSLI — 99% | |||
| 0000 Xxxxxxx Xxxx | Partnership VIII, L.P. | |||||
| Xxxxx Xxxx, XX 00000 | ||||||
| (000) 000-0000 | Sunrise Chanate Assisted Living, L.P. | SSLII — 1% SSLI — 99% | ||||
2 |
Sunrise of Colorado Springs | Karrington of Colorado Springs Ltd. | KOC — 100% | |||
| 00 Xxxx Xxxxxxxx Xxxxxx | ||||||
| Xxxxxxxx Xxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
0 |
Xxxxxxx xx Xxxx Xxxxxxxx | Xxxxxxx Xxxx Xxxxxxxx Assisted | SSLII — 100% | |||
| 00 Xxxxxxxx Xxxx | Living, LLC | |||||
| Xxxx Xxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
4 |
Sunrise of Wilton | Sunrise Wilton Assisted Living, | SDI — 100% | |||
| 00 Xxxxxxx Xxxx | X.X.X. | |||||
| Xxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
5 |
Sunrise of Augusta | Sunrise Augusta Assisted Living | SSLII — 1% SSLI — 99% | |||
| 326 Boy Scout Road | Limited Partnership | |||||
| Xxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
6 |
Sunrise of Carmel | Sunrise Carmel Assisted Living, | SSLII — 100% | |||
| 000 Xxxxxxxxx Xxxxx | X.X.X. | |||||
| Xxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
7 |
Sunrise at Fall Creek | Sunrise Fall Creek Assisted Living, | SSLII — 100% | |||
| 5011 Xxxxxxx Boulevard, East | L.L.C. | |||||
| Xxxxxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
8 |
Sunrise of Fort Xxxxx | Sunrise Fort Xxxxx Assisted Living, | SSLII — 100% | |||
| 0000 Xxxx Xxxxxxxx Xxxxxxxxx | X.X.X. | |||||
| Xxxx Xxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
9 |
Sunrise at Willow Lake | Sunrise Willow Lake Assisted Living, | SSLII — 100% | |||
| 0000 Xxxx Xxxxxx Xxxxx | X.X.X. | |||||
| Xxxxxxxxxxxx, XX | ||||||
| 00000 | ||||||
| (000) 000-0000 | ||||||
10 |
Sunrise of Xxx Arbor | Sunrise Xxx Arbor Assisted Living, | SSLII — 100% | |||
| 0000 Xxx Xxxxx-Xxxxxx Xxxx | L.L.C. |
| Facility | Property Owner | Ownership | ||||
| Xxx Xxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
11 |
Sunrise of Albuquerque | Karrington of Albuquerque Ltd. | KOC -- 100% | |||
| 0000 Xxxxxxx Xxxxx Xxxxx, XX | ||||||
| Xxxxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
00 |
Xxxxxxx xx Xxxxx Xxxxxxxxx | Xxxxxxx Xxxxx Xxxxxxxxx XX Senior | KOC — 100% | |||
| 5515 Rea Road | Living, LLC | |||||
| Xxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
13 |
Sunrise of Bath | Sunrise Bath Assisted Living, L.L.C. | SSLII — 100% | |||
| 000 X. Xxxxxxxxx Xxxxxxxxx Xxxx | ||||||
| Xxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
00 |
Xxxxxxx xx Xxxxxxxxx | Xxxxxxxxxx of Englewood Ltd. | KOC — 100% | |||
| 00 Xxxx Xxxxxx Xxxx | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
00 |
Xxxxxxx xx Xxxxxxxxxx | Xxxxxxxxxx xx Xxxxxxxxxx Ltd. | KOC — 100% | |||
| 0000 Xxxxxx Xxxx | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
16 |
Sunrise at Kenwood | Karrington of Kenwood Ltd. | KOC — 100% | |||
| 0000 Xxxxxxxxxx Xxxx | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
17 |
Sunrise at Oakwood | Karrington of Oakwood Ltd. Liability | KOC — 100% | |||
| 0000 Xxx Xxxxx Xxxxxx | Xx. | |||||
| Xxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
18 |
Sunrise of Wooster | Owner: Hills and Dales, Inc. | SSLII — 100% | |||
| (Ground Lease) | Ground Lessee: Sunrise Wooster | |||||
| 0000 Xxxxxxxxx Xxxx | Assisted Living, L.L.C. | |||||
| Xxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
19 |
Sunrise of Monroeville | Sunrise Monroeville Assisted Living, | SSLII — 100% | |||
| 0000 Xxxxxxx Xxxxxxxxx | X.X.X. | |||||
| Xxxxxxxxxxx, XX 00000 | ||||||
| (000) 000-0000 | ||||||
00 |
Xxxxxxxx Xxxxx Xxxxxxx | Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx, LLC | SSLII — 100% | |||
| 000 Xxxxxxx Xxxxxx Xx. | ||||||
| Xxxxxxxx Xxxxx, XX 00000 |
| Facility | Property Owner | Ownership | ||||
21 |
Sunrise of South Hills | Karrington Operating Company, Inc. | KHI — 100% | |||
| 0000 Xxxxxxxxx Xxxx | ||||||
| Xxxxxxxxxx, XX 00000 |
SSLI = Sunrise Senior Living, Inc., a Delaware corporation
SSLII = Sunrise Senior Living Investments, Inc., a Virginia corporation
SDI = Sunrise Development, Inc., a Virginia corporation
KOC = Karrington Operating Company, Inc., an Ohio corporation (owned 100% by KHI)
KHI = Karrington Health, Inc., an Ohio corporation (owned 100% by SSLI)
SSLII = Sunrise Senior Living Investments, Inc., a Virginia corporation
SDI = Sunrise Development, Inc., a Virginia corporation
KOC = Karrington Operating Company, Inc., an Ohio corporation (owned 100% by KHI)
KHI = Karrington Health, Inc., an Ohio corporation (owned 100% by SSLI)
