FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT BY AND AMONG DIAKON LUTHERAN SOCIAL MINISTRIES, ET AL. (“SELLER”) AND RE SELINSGROVE, LLC, ET AL. (“BUYER”) Dated as of February 28, 2005
Exhibit 10.27
FIRST AMENDMENT TO THE
BY AND AMONG
DIAKON LUTHERAN SOCIAL MINISTRIES, ET AL.
(“SELLER”)
AND
RE SELINSGROVE, LLC, ET AL.
(“BUYER”)
Dated as of February 28, 2005
FIRST AMENDMENT
This FIRST AMENDMENT to the Asset Purchase Agreement (“First Amendment”) is made and entered
into as of February 28, 2005, by and among DIAKON LUTHERAN SOCIAL MINISTRIES, XXXXXXXX LUTHERAN
SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT
TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN,
LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC and RE
XXXXXXX, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) AND OP SELINSGROVE, LLC, OP MIFFLIN,
LLC, OP HAZLETON, LLC, OP NEW BLOOMFIELD, LLC,, OP MILLERSBURG, LLC, OP XXXXXXX, LLC, OP FROSTBURG,
LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS).
WITNESSETH:
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement as of
February 15, 2005 (“Asset Purchase Agreement”), whereby Seller agreed to sell, and Buyer agreed to
purchase substantially all of the assets of certain nursing homes, assisted living facilities, and
independent living facilities owned by Seller throughout Pennsylvania and Maryland, specifically
identified on Exhibit “A” attached hereto; and
WHEREAS, Seller and Buyer have found it necessary to modify certain terms of said Asset
Purchase Agreement in order to clarify their further negotiations regarding the same; and
WHEREAS, the parties desire to set forth those certain changes to the Asset Purchase Agreement
in this First Amendment.
NOW THEREFORE, for and in consideration of the premises, and the agreements, covenants,
representations and warranties hereinafter set forth, and other good and valuable consideration,
the receipt and adequacy of all of which are forever acknowledged and confessed, the parties
hereto, intending to be legally bound hereby, agree as follows:
1. Buyer has created an additional party to be added to the Asset Purchase Agreement as a
Buyer as follows: OP Hazleton II, LLC. Said new Buyer shall be added in the introductory paragraph
as one of the Buyer’s Operators and on the signature pages of the Asset Purchase Agreement and this
First Amendment.
2. Paragraph 1.3, Assumed Liabilities, of the Asset Purchase Agreement, shall hereby
be amended to add the following subsection:
(vi) the Xxxxxx’x Home Administration Mortgage (“FHA Mortgage”) on the Xxxxxxxx
Morne Apartments, located at Susquehanna Lutheran Village, with a concomitant
credit to the Purchase Price for the amount of the mortgage assumed by the Buyer as
of the Closing Date. The amortization schedule for the FHA Mortgage is attached
hereto as Exhibit A. In the event that the FHA Mortgage cannot be assumed as of
the Closing Date, the parties agree to negotiate an interim agreement as they work
towards this goal.
3. Xxxxxxxxx 0.0, Xxxxxxxx Price, at 2.1.1(a) shall be amended by deleting the word
“secured” in front of the words “promissory note”.
4. Paragraph 8.3 of said Asset Purchase Agreement, Pre-Closing Confirmations, shall
hereby be amended by adding the following subsection:
8.3.5 The removal or permanent extinguishment of the right of first refusal and any
other approval processes from any agreement or title requirement for the Bedford
County property known as Pennknoll Village, as disclosed in Schedule 4.10 to the
Asset Purchase Agreement.
5. Paragraph 13.20 of said Asset Purchase Agreement , Incorporation by Reference,
shall be hereby amended by removing the date, February 28, 2005, and substituting the new date of
March 11, 2005, in its place.
6. The parties hereto otherwise ratify and confirm all of the remaining terms of the Asset
Purchase Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed in
multiple originals by their duly authorized officers, all as of the date and year first above
written. This First Amendment may be executed and delivered in multiple counterparts and each such
counterpart shall be deemed an original, but all such counterparts shall together constitute one
and the same First Amendment.
BUYER:
|
RE SELINSGROVE, LLC | |
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE MIFFLIN, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE HAZLETON, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE POTTSVILLE, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE NEW BLOOMFIELD, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE MILLERSBURG, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary |
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| RE XXXXXXX, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE FROSTBURG, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| RE SALISBURY, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| BUYER’S OPERATORS | ||
| OP SELINSGROVE, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP MIFFLIN, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP HAZLETON, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP HAZLETON II, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary |
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| OP POTTSVILLE, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP NEW BLOOMFIELD, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP MILLERSBURG, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP XXXXXXX, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP FROSTBURG, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary | ||
| OP SALISBURY, LLC | ||
| By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Secretary |
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SELLER:
|
DIAKON LUTHERAN SOCIAL MINISTRIES | |
| By: /s/ Xxxx X. XxXxx | ||
| Name: The Rev. Xx. Xxxx X. XxXxx | ||
| Title: President and Chief Executive Officer | ||
| XXXXXXXX LUTHERAN SERVICES | ||
| By: /s/ Xxxx X. XxXxx | ||
| Name: The Rev. Xx. Xxxx X. XxXxx | ||
| Title: President and Chief Executive Officer | ||
| THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC. | ||
| By: /s/ Xxxx X. XxXxx | ||
| Name: The Rev. Xx. Xxxx X. XxXxx | ||
| Title: President and Chief Executive Officer | ||
| THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA | ||
| By: /s/ Xxxx X. XxXxx | ||
| Name: The Rev. Xx. Xxxx X. XxXxx | ||
| Title: President and Chief Executive Officer | ||
| SUSQUEHANNA HOUSING, INC. | ||
| By: /s/ Xxxx X. XxXxx | ||
| Name: The Rev. Xx. Xxxx X. XxXxx | ||
| Title: President and Chief Executive Officer |
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