Exhibit 10.4.1
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made and
entered into this 28th day of April, 2003, by and between VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited partnership ("Buyer") and TRANS HEALTHCARE OF
OHIO, INC., a Delaware corporation ("Seller") and shall be deemed effective as
of November 1, 2002 (the "Effective Date").
RECITALS
WHEREAS, Seller and Ventas previously entered into that certain Purchase
and Sale Agreement dated as of November 1, 2002 (the "Purchase Agreement")
pursuant to which Buyer purchased the Property from Seller; and
WHEREAS, at the request of Seller, the parties desire to amend the Purchase
Agreement on the terms hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged hereby, the parties hereto agree to
incorporate the foregoing recitals as if the same were more particularly set
forth in the body of this Agreement and further agree as follows:
1. Amendment to Purchase Agreement. Effective as of the Effective Date,
Exhibit C (Allocated Purchase Price) attached to the Purchase Agreement is
hereby deleted in its entirety and replaced with the attached Exhibit C
(Allocated Purchase Price).
2. Amendment Controlling. This Amendment is considered by the parties to
the Purchase Agreement to be an integral part of such Purchase Agreement. If
there is any conflict between the terms of the Purchase Agreement and this
Amendment, the terms of this Amendment shall control. Except as expressly
amended herein, all other terms, agreements, and conditions of the Purchase
Agreement shall remain unmodified and in full force and effect.
3. Counterparts/Fax Signatures. This Amendment may be executed in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts when taken together will constitute one in
the same agreement. Confirmation of the execution of this Agreement by telex or
by telecopy or telefax of a facsimile page(s) executed by the parties shall be
binding upon the parties hereto.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Purchase and Sale Agreement on the date first above written.
SELLER:
TRANS HEALTHCARE OF OHIO, INC., a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Senior Vice President
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BUYER:
VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware corporation
By: Ventas, Inc., a Delaware corporation
Its: General Partner
By: /s/ T. Xxxxxxx Xxxxx
--------------------
Its: Executive Vice President and
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General Counsel
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2
EXHIBIT C
Allocated Purchase Price
BUILDING AND TOTAL
------------ -----
FACILITY LAND OTHER PURCHASE PRICE
-------- ---- ----- --------------
1. Chardon Quality Care $ 210,000.00 $ 6,614,000.00 $ 6,824,000.00
2 Greenbriar Hospital $ 90,000.00 $ 3,332,000.00 $ 3,422,000.00
3. Greenbriar Quality Care $ 380,000.00 $ 8,958,000.00 $ 9,338,000.00
4. The Commons at Greenbriar $ 210,000.00 $ 2,106,000.00 $ 2,316,000.00
5. South River $ 580,000.00 $ 7,120,000.00 $ 7,700,000.00
6. Regency Nursing $ 640,000.00 $10,560,000.00 $11,200,000.00
7. St. Xxxxx $ 830,000.00 $11,370,000.00 $12,200,000.00
------------- -------------- --------------
Total: $2,940,000.00 $50,060,000.00 $53,000,000.00
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