Exhibit 10.105
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P.
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P. ("Amendment") is dated as of
November 8, 2002 by and among Triad Senior Living, Inc., a Texas corporation
("TSL" or "General Partner"), Capital Senior Living Properties, Inc., a Texas
corporation ("CSL") and LB Triad Inc., a Delaware corporation ("LB"), being all
of the partners (collectively, the "Partners") of Triad Senior Living I, L.P., a
Texas limited partnership ("Partnership").
Recitals
1. The Partners executed the Second Amended and Restated Agreement of
Limited Partnership dated as of December 30, 1999 ("Original Agreement").
2. In consideration of the mutual promises contained herein and for
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the Members hereby agree to the following terms and
conditions.
Terms and Conditions
1. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Agreement.
2. The following shall be inserted as new Section 8.4: "LB shall
withdraw as a partner in the Partnership to the extent it has received, on or
before November 1, 2004, distributions in an amount equal to the aggregate
contributions made by LB to the Partnership, including additional capital
contributions ("Minimum Distributions"). Upon such withdrawal, the Percentage
Interest held by LB shall be assigned to CSL and TSL and CSL shall amend the
Original Agreement to take into account such changes."
3. The introductory paragraph of Section 9.7 shall be deleted in its
entirety. The following text shall be inserted in its place: "If LB has not
received an amount equal to the Minimum Distributions on or before November 1,
2004, LB may invoke the procedures described in paragraphs A through D below for
any reason in its sole and absolute discretion".
4. Section 7.3(c) of the Agreement is hereby amended so that the
following text is deleted: "the second anniversary of the date of this
Agreement." The following text is inserted in its place: "November 1, 2004."
5. Section 7.10 of the Agreement is hereby amended so that the
following text is deleted: "the second anniversary of the date of this
Agreement." The following text is inserted in its place: "November 1, 2004."
6. Section 9.6(iv) of the Agreement is hereby deleted in its entirety.
The following text shall be inserted in its place: "(iv) LB has not received an
amount equal to the Minimum Distributions on or before November 1, 2004."
7. Section 9.6(z) of the Agreement is hereby amended so that the
following text is deleted: "December 30, 2000." The following text is inserted
in its place: "November 1, 2004."
8. The terms of this Amendment are hereby incorporated into, and made a
part of, the Original Agreement. Except to the extent expressly modified hereby,
all terms and conditions of the Original Agreement shall remain in full power
and effect.
Signature Page to Amendment No. 1 to Second Amended And
Restated Agreement of Limited Partnership of Triad Senior Living I, LP
General Partner:
TRIAD SENIOR LIVING, INC.,
a Texas corporation
By: /s/ Xxxxx X. Fail
----------------------------------
Name: Xxxxx X. Fail
Title: Authorized Signatory
Limited Partners:
CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
LB TRIAD INC.,
a Delaware corporation
By: /s/ Xxxxxxxxxxx XxXxxxx
-----------------------------------
Name: Xxxxxxxxxxx XxXxxxx
Title: Authorized Signatory
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