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Exhibit 2.6
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment") is
dated as of the 12th day of October, 1998, by and among American Retirement
Corporation, a Tennessee corporation ("ARC"), and each of the former
shareholders of Freedom Group, Inc., formerly a Florida corporation ("FGI"), as
identified on the signature pages attached hereto (the "FGI Shareholders").
RECITALS
WHEREAS, ARC, FGI, and the FGI Shareholders entered into that certain
Agreement and Plan of Merger, dated as of the 29th day of May, 1998 (the
"Merger Agreement"), whereby, inter alia, FGI was merged with and into ARC; and
WHEREAS, ARC and the FGI Shareholders, being all of the remaining
parties to the Merger Agreement, desire to amend Section 8.7(c) of the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:
1. The first sentence of Section 8.7(c) shall be deleted in its
entirety and replaced with the following sentence;
Within one hundred twenty (120) days of the Closing Date, ARC and
the FGI Shareholders shall re-compute the amount of Net Working
Capital as of the Closing Date in accordance with the procedures
an methodologies set forth above.
2. The foregoing amendment to Section 8.7(c) shall take effect as of
the Closing Date (as defined in the Merger Agreement).
3. Except as expressly and specifically provided in this Amendment,
the Merger Agreement shall continue in full force and effect, without
modification.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment and
caused the same to be duly executed on their behalf on the day and year first
written above.
AMERICAN RETIREMENT CORPORATION
By: /s/ H. Xxxx Xxxxxxxx
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Name: H. Xxxx Xxxxxxxx
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Title: Executive Vice President Corporation
Development
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THE FGI SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Individually
Address: 0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
PHC, L.L.C.,
a Michigan limited liability company
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: President
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Address: 000 Xxxxx Xxxxxx, Xxxxx 000
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Xxxxxxx, XX 00000
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XXXXX AND XXXX XXXXXX FOUNDATION,
a Michigan corporation
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Secretary/Treasurer
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Address: 000 Xxxxx Xxxxxx, Xxxxx 000
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Xxxxxxx, XX 00000
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