January 10, 2012
January 10, 2012
Owner and Operator Sellers
c/o Wellington Healthcare Services, L.P.
00 Xxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxx
| RE: Purchase and Sale Agreement dated as of September 29, 2011 by and among the Sellers identified in the signature blocks below, Wellington Healthcare Services, L.P. and G&E XX XXXX XX Southeastern SNF Portfolio, LLC (the “Purchase and Sale Agreement”; capitalized terms used herein have the same meanings as set forth in the Purchase and Sale Agreement) |
Dear Xx. Xxxx:
By this letter agreement, Purchaser confirms that the Purchase and Sale Agreement is amended to include the following as new Section 14.20 thereof:
“14.20 HUD Approval. This Agreement is expressly conditioned upon preliminary approval by HUD of the transaction as set forth in Form 92266, Application for Transfer of Physical Assets, and supporting documents submitted to HUD. No transfer of any interest in any project under this Agreement shall be effective prior to such HUD approval. Purchaser will not take possession of any project nor assume benefits of any project ownership prior to such approval by HUD. Purchaser, its successors and assigns shall have no right upon any breach by Seller hereunder to seek damages, directly or indirectly, from any project which is the subject of this transaction, including from any assets, rents, issues or profits thereof, and Purchaser shall have no right to effect a lien upon any such project or the assets, rents, issues or profits thereof.”
Please confirm the Sellers’ agreement with the foregoing by executing this letter agreement below.
Sincerely,
G&E XX XXXX XX SOUTHEASTERN SNF PORTFOLIO, LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
Acknowledged and agreed as of the date set forth above:
| SELLERS: | ||
FALLIGANT AVENUE ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
LTC CONSULTING, L.P. By: /s/ Xxxxx X. Xxxxxxx |
|
Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
XXXX ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
CONGRESS STREET PARTNERS, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
XXXXX ROAD ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
ENGLAND ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
|
Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
POWDER SPRINGS ROAD ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
XXXXX COURT ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
RED RIVER ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
XXXXXX PLACE ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
SAN XXXXXXXXX ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
XXXXXXXX MILL ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
| SAN XXXXXX ASSOCIATES, L.P. FACILITY INVESTMENTS, L.P. | ||
By: /s/ Xxxxx X. Xxxxxxx
|
By: /s/ Xxxxx X. Xxxxxxx | |
Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
TENNESSEE PROPERTY ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
SOUTH PARKWAY ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
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WEST POINT ROAD ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
WELLINGTON HEALTHCARE PROPERTIES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
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WEST STREET ASSOCIATES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
RIVERSIDE HEALTHCARE, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
Name: Xxxxx X. Xxxxxxx Title: President |
|
SELLER GUARANTOR:
|
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WELLINGTON HEALTHCARE SERVICES, L.P. By: /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx Title: President |
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