SECOND AMENDMENT TO STOCK PURCHASE
AGREEMENT (this "Amendment") dated as of July
22, 1997, made by and between ARV Assisted
Living, Inc., a California corporation (the
"Company"), Lazard Freres Real Estate
Investors L.L.C., a New York limited
liability company or an Affiliate thereof
(the "Advancing Party") and Prometheus
Assisted Living LLC, a Delaware limited
liability company and an affiliate of the
Advancing Party ("Buyer"), amending that
certain Stock Purchase Agreement dated as of
July 14, 1997, as amended by the Amendment to
Stock Purchase Agreement dated as of July 20,
1997, made by and between the parties hereto
(as so amended, the "Agreement") (terms used
herein but not defined have the meanings
assigned to such terms in the Agreement).
WHEREAS, the parties hereto have entered into the Agreement
and now desire to modify certain terms thereof.
NOW, THEREFORE, in consideration of the provisions and
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, notwithstanding anything to the contrary in the
Agreement and the Transaction Documents, the parties hereto hereby
agree as follows:
1. Section 7.2 of the Agreement is hereby amended to include
the following subsections:
" (d) Title Policies. The Company shall have obtained
and paid for Title Policies relating to each of the
following Owned Properties: Villa Colima, Acacia Villa,
Retirement Inn of ▇▇▇▇ City and Retirement Inn of Fullerton.
" (e) Promissory Note. The Company shall have obtained
a promissory note in the aggregate amount of at least $13
million executed in favor of the Company by Prospect Park
Residences, LLC, evidencing loans of approximately $13.266
million made by the Company to Prospect Park Residences LLC
as of July 21, 1997 in connection with the development of
Prospect Park. The amount of the note shall be increased by
accrued and unpaid interest to date and by any additional
indebtedness incurred by Prospect Park Residences, LLC after
July 21, 1997. Such notes will bear interest at 9% per
annum, accruing in arrears, and will have a term of the
earlier of (i) a fixed date to be determined and (ii) the
date that permanent financing for the Prospect Park project
is obtained.
" (f) Estoppel Certificates. The Company shall have
obtained estoppel certificates addressing certain issues
identified in writing to the Company by Buyer in form and
substance satisfactory to Buyer as determined by Buyer in
its sole discretion from the applicable landlords under the
following leases: NHP leases, Meditrust and Healthcare REIT
leases and HCPI leases."
2. The date "January 31, 1997" in Section 9.3(b)(iii) of the
Agreement is hereby replaced with the date "January 31, 1998".
IN WITNESS WHEREOF, this Amendment has been signed by or on
behalf of each of the parties hereto as of the day first above
written.
ARV ASSISTED LIVING, INC.
by: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman and
Chief Executive
Officer
PROMETHEUS ASSISTED LIVING LLC
by: Lazard Freres Real
Estate Investors
L.L.C., its sole
member
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
LAZARD FRERES REAL ESTATE
INVESTORS L.L.C.
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
