EXHIBIT 10.69
Seventh Amendment to
Purchase and Sale Agreement
dated February 6, 2004
SEVENTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
by and among
Riverchase Assisted Living, Ltd.
Senior Lifestyle Heritage, L.L.C.
Integrated Management - Xxxxxxxxxx Pointe, L.L.C.
Integrated Living Communities of West Palm Beach, L.L.C.
Senior Lifestyle Newport Limited Partnership
Senior Lifestyle Pinecrest Limited Partnership
Senior Lifestyle Prosperity Limited Partnership
Integrated Living Communities of Sarasota, L.L.C.
Olympia Fields Senior Housing, L.L.C.
Senior Lifestyle East Bay Limited Partnership
Senior Lifestyle Emerald Bay Limited Partnership
Greenwich Bay, L.L.C.
Senior Lifestyle North Bay Limited Partnership
Senior Lifestyle Sakonnet Bay Limited Partnership
South Bay Manor, L.L.C.
West Bay Manor, L.L.C. and
Integrated Living Communities of Dallas, L.P.
collectively, as Sellers,
and
CNL Retirement Corp., a Florida corporation,
as Purchaser
February 6, 2004
SEVENTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is made effective as of February 6, 2004 by and among (i) (1)
Riverchase Assisted Living, Ltd., a Texas limited partnership, (2) Senior
Lifestyle Heritage, L.L.C, a Delaware limited liability company, (3) Integrated
Management - Xxxxxxxxxx Pointe, L.L.C., a Delaware limited liability company,
(4) Integrated Living Communities of West Palm Beach, L.L.C. , a Delaware
limited liability company, (5) Senior Lifestyle Newport Limited Partnership, a
Delaware limited partnership, (6) Senior Lifestyle Pinecrest Limited
Partnership, a Delaware limited partnership, (7) Senior Lifestyle Prosperity
Limited Partnership, a Delaware limited partnership, (8) Integrated Living
Communities of Sarasota, L.L.C., a Delaware limited liability company, (9)
Olympia Fields Senior Housing, L.L.C., a Delaware limited liability company,
(10) Senior Lifestyle East Bay Limited Partnership, a Delaware limited
partnership, (11) Senior Lifestyle Emerald Bay Limited Partnership, a Delaware
limited partnership, (12) Greenwich Bay, L.L.C., a Delaware limited liability
company, (13) Senior Lifestyle North Bay Limited Partnership, a Delaware limited
partnership, (14) Senior Lifestyle Sakonnet Bay Limited Partnership, a Delaware
limited partnership, (15) South Bay Manor, L.L.C., a Delaware limited liability
company, (16) West Bay Manor, L.L.C., and (17) Integrated Living Communities of
Dallas, L.P., a Delaware limited partnership (each a "Seller" and collectively,
"Sellers"), and (ii) CNL Retirement Corp., a Florida corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Sellers and Purchaser entered into a Purchase and Sale
Agreement dated as of December 19, 2003 (the "Base Agreement"), as amended by
that certain First Amendment to Purchase and Sale Agreement dated December 30,
2003 (the "First Amendment"), that certain Second Amendment to Purchase and Sale
Agreement dated December 31, 2003 (the "Second Amendment"), that certain Third
Amendment to Purchase and Sale Agreement, dated January 5, 2004 (the "Third
Amendment"), that certain Fourth Amendment to Purchase and Sale Agreement, dated
January 16, 2004 (the "Fourth Amendment"), and that certain Fifth Amendment to
Purchase and Sale Agreement, dated as of January 20, 2004 (the "Fifth
Amendment"), and by that certain Sixth Amendment to Purchase and Sale Agreement,
dated as of February 2, 2004 (the "Sixth Amendment") (collectively with the Base
Agreement, the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment and the Fifth Amendment, the "Original Agreement") with respect
to the purchase and sale of nineteen (19) senior living facilities.
WHEREAS, Sellers and Purchaser wish to amend the Original Agreement as
set forth in this Amendment.
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NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby
agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms used in this Amendment and not defined elsewhere
herein shall have the meanings set forth on the Original Agreement.
SECTION 2. AMENDMENTS.
2.1 Amendment to Schedules. The List of Schedules and all of the
Schedules to the Original Agreement are hereby deleted in their entirety and the
revised List of Schedules and revised Schedules attached hereto are substituted
therefor.
2.2 Amendment to Definition of "Intangible Property". Section 1
(Definitions) of the Original Agreement is hereby amended by deleting the
definition of "Intangible Property" and substituting the following therefor:
"Intangible Property" shall mean, with respect to each
Property, all transferable or assignable (i) Permits, (ii)
certificates, licenses, warranties, guarantees and Contracts
held by each Seller, as owner, and/or its Affiliates relating
to the Property, (iii) all trade names relating to the
Property's name, specifically excluding the trade name Horizon
Bay or any derivation or replacement thereof or addition
thereto applied by Affiliates of Horizon Bay to other
facilities, and (iv) all occupancy agreements, to the extent
they are not an interest in real property, other than (x) the
Excluded Assets and (y) such Permits which are to be held by,
or transferred to, each Tenant, and/or Manager in order to
permit each Tenant, and/or Manager, respectively, to operate
or manage, as the case may be, such Property in accordance
with the terms of the Lease and the Management Agreement."
2.3 Amendments to Definition of "Pooling Agreement". Section 1
(Definitions) of the Original Agreement is hereby amended by deleting the
definition of "Pooling Agreement" and substituting the following therefor:
""Pooling Agreement" shall mean, collectively, the following
agreements, each dated as of the Closing Date:
(A) the Horizon Bay CM7 Pooling Agreement, entered into
by and among (i) CNL Retirement HB2, LP, a Delaware
limited partnership ("CNL RHB"), (ii) Manager, (iii)
Integrated Management - Xxxxxxxxxx Pointe, L.L.C., a
Delaware limited liability company, Integrated Living
Communities of Sarasota, L.L.C., a Delaware limited
2
liability company, Olympia Fields Senior Housing,
L.L.C., a Delaware limited liability company, Senior
Lifestyle East Bay Limited Partnership, a Delaware
limited partnership, Greenwich Bay, L.L.C., a
Delaware limited liability company, and West Bay
Manor, L.L.C., a Delaware limited liability company
(collectively, as tenants), and (iv) CNL Retirement
HB2 California, LP, a Delaware limited partnership,
CNL Retirement HB2 Sarasota FL, LP, a Delaware
limited partnership, and CNL Retirement HB2 A Pack,
LP, a Delaware limited partnership (collectively, the
landlords);
(B) the Horizon Bay B5 Pooling Agreement, entered into by
and among (i) CNL RHB, (ii) Manager, (iii) Senior
Lifestyle Heritage, L.L.C, a Delaware limited
liability company, Senior Lifestyle Newport Limited
Partnership, a Delaware limited partnership, Senior
Lifestyle Prosperity Limited Partnership, a Delaware
limited partnership and Niles Lifestyle Limited
Partnership, an Illinois limited partnership,
(collectively, as tenants), and (iv) XXX Xxxxxxxxxx
XX0 Xxx Xxxx XX, LP, a Delaware limited partnership,
CNL Retirement HB2 Boynton Beach FL, LP, a Delaware
limited partnership, XXX Xxxxxxxxxx XX0 Xxxx Xxxxx
XX, LP, a Delaware limited partnership, and CNL
Retirement HB2 Niles, LP, a Delaware limited
partnership (collectively, as landlords);
(C) the Horizon Bay RP8 Pooling Agreement by and among
(i) CNL RHB, (ii) Manager, (iii) Riverchase Assisted
Living, Ltd., a Texas limited partnership, Integrated
Living Communities of West Palm Beach, L.L.C., a
Delaware limited liability company, Senior Lifestyle
Pinecrest Limited Partnership, a Delaware limited
partnership, Senior Lifestyle Emerald Bay Limited
Partnership, a Delaware limited partnership, Senior
Lifestyle North Bay Limited Partnership, a Delaware
limited partnership, Senior Lifestyle Sakonnet Bay
Limited Partnership, a Delaware limited partnership,
South Bay Manor, L.L.C., a Delaware limited liability
company, and Integrated Living Communities of Dallas,
L.P., a Delaware limited partnership (collectively,
as tenants), and (iv) CNL Retirement HB2 Hoover AL,
LP, a Delaware limited partnership, CNL Retirement
XX0 Xxxx Xxxx Xxxxx XX, LP, a Delaware limited
partnership, CNL Retirement HB2 Largo FL, LP, a
Delaware limited partnership, CNL Retirement HB2
Cumberland, RI, LP, a Delaware limited partnership,
CNL Retirement HB2 Smithfield RI, a Delaware limited
partnership, CNL Retirement Tiverton RI, LP, a
Delaware limited partnership, CNL Retirement HB2
South Kingstown RI, LP, a Delaware limited
partnership, and CNL Retirement HB2 Dallas TX, LP, a
Delaware limited partnership (collectively, the
landlords); and
(D) the Horizon Bay Upper Tier Pooling Agreement, among
the CNL RHB, WHSLC Realty, L.L.C., a Delaware limited
liability
3
company, and Manager, and each substantially in the
form attached hereto as SCHEDULE H-3A through D."
2.4 Amendment to Section 3.1. The first sentence of Section 3.1
(Closing) to the Original Agreement is hereby deleted in its entirety and the
following sentence is substituted therefor:
"The purchase, sale and lease of the Properties and other
transactions contemplated hereby shall be consummated on a
date (the "Closing Date") that is mutually agreeable to all of
the parties but no later than February 6, 2004, as such date
may be extended pursuant to the express terms and conditions
of this Agreement (the "Closing")."
2.5 GMAC Condition. Purchaser and the applicable Sellers
acknowledge that the Lender Consents have not been obtained with respect to the
North Bay Property, South Bay Manor Property, Treemont Property and Emerald Bay
Manor Property (each a "GMAC Property" and collectively, the "GMAC Properties")
as of the Closing Date and that it is a condition precedent to the obligations
of Purchaser and the applicable Sellers to close on the GMAC Properties that
such Lender's Consent shall be satisfied for each of the GMAC Properties (the
"GMAC Condition"). To allow the GMAC Condition to be satisfied, Purchasers and
the applicable Sellers hereby extend the Closing Date with respect to each of
the GMAC Properties only to a date (the "GMAC Extended Closing Date") which is
the earlier of (i) the date which is five (5) Business Days after the date on
which the GMAC Condition relating to any of the GMAC Properties is satisfied (or
to such earlier date as agreed to in writing by the each applicable Seller and
Purchaser), provided that the conditions precedent to Closing set forth in
Sections 4 and 5 of the Original Agreement are satisfied (or waived in writing
by the applicable party pursuant to the provisions of Sections 4 and 5 of the
Original Agreement), or (ii) the Final Extended Closing Date. The Closing on all
Properties other than Sakonnet Bay Manor and the GMAC Properties shall occur in
accordance with the provisions of the Original Agreement as hereby amended.
Purchaser shall proceed to Closing on the Closing Date in accordance with all
the terms and conditions of this Agreement on all of the Properties other than
Sakonnet Bay Manor and the GMAC Properties. Purchaser shall deposit with the
Title Company at the Closing of all of the other Properties the Second Security
Amount for Sakonnet Bay Manor and the GMAC Properties, and the Purchase Price at
the initial Closing shall be reduced by the Sakonnet Bay Manor Allocated
Purchase Price ($24,678,951), the North Bay Allocated Purchase Price
($19,401,076), the South Bay Manor Allocated Purchase Price ($16,859,877), the
Treemont Allocated Purchase Price ($19,792,030) and the Emerald Bay Manor
Allocated Purchase Price ($19,142,069) and the Aggregate Shortfall Reserve Fund
to be paid by Sellers at the Closing of all of the other Properties shall be
reduced by the portion of the Aggregate Shortfall Reserve Fund allocated to
Sakonnet Bay Manor and the GMAC Properties on Schedule F, such adjustments to
reflect that Sakonnet Bay Manor and the GMAC Properties are not included in the
Closing of all of the other Properties. Purchaser shall proceed to Closing on
each of the GMAC Properties on the GMAC Extended Closing Date for each GMAC
Property subject to all of the terms and conditions of the Agreement. If the
Closing on any of the GMAC Properties has not occurred by Final Extended Closing
Date, then this Agreement shall terminate as it relates to such GMAC Property
(the "Terminated GMAC Property") and be of no further force
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and effect except with respect to provisions hereof which by their express terms
survive a termination of the Agreement, Purchaser shall (subject to the terms of
Section 11.2 of the Original Agreement to the contrary) receive a return of the
Second Security Amount relating to such Terminated GMAC Property, and each party
to the Agreement shall (subject to the terms of Section 11.1 of the Original
Agreement to the contrary), pay for its own out-of-pocket expenses incurred in
respect of the transactions contemplated by the Agreement.
2.6 Amendment to Section 8.4(c). Section 8.4(c) of the Original
Agreement is hereby deleted in its entirety, and the following is hereby
substituted in its place:
"(c) The applicable Seller shall be responsible to timely
complete and pay all costs of and shall indemnify Purchaser and
its assigns against any cost, loss, damage or liability
relating to any failure of the applicable Seller to pay all
amounts due under the applicable Renovation Contract, the
applicable Environmental Contract, or under any contract
executed by an applicable Seller/Tenant either prior to or
after the Closing Date to perform Required Property Repairs."
2.7 Amendments to Section 10.2(a) (Apportionments). Section
10.2(a) of the Original Agreement is hereby amended by increasing the amount
includable in the determination of rent by Twenty-Seven Thousand Three Hundred
Dollars ($27,300) from Six Million Three Hundred Fifty Thousand Dollars
($6,350,000) to Six Million Three Hundred Seventy-Seven Thousand Three Hundred
Dollars ($6,377,300).
SECTION 3. TRANSFER OF THE CHERRY HILLS CLUB PROPERTY.
The parties hereby acknowledge and agree that the Cherry Hills Club
Property will not be transferred to Cherry Hills Club, L.L.C. prior to the
Closing Date, as contemplated by Section 8.5 of the Original Agreement. The
parties hereby agree that upon approval of the change of ownership application
described in Section 8.5 of the Original Agreement after the Closing, at the
discretion of Integrated Management - Xxxxxxxxxx Pointe, L.L.C. ("Integrated
Management"), the contemplated Tenant of the Cherry Hills Club Property as of
the Closing Date, shall have the right, but not the obligation, to assign its
interest in the Cherry Hills Club Property Lease to Cherry Hills Club, L.L.C.
and upon such assignment, Integrated Management shall be released from all of
its liabilities and obligations under said Lease arising on and after the date
of such assignment and, at Integrated Management's request, the Property
Transferee, Integrated Management and Cherry Hills Club, L.L.C. shall enter into
an Assignment, Assumption and Consent Agreement, pursuant to which (i)
Integrated Management assigns all of its rights, liabilities and obligations
under the Lease to Cherry Hills Club, L.L.C., (ii) Cherry Hills Club, L.L.C.
assumes all rights, liabilities and obligations under the Lease of the date of
such assignment and (iii) the parties acknowledge that Integrated Management is
released from all of its liabilities and obligations under the Lease on and
after the date of such assignment.
SECTION 4. WATERSIDE RETIREMENT ESTATES LIFE CARE CONTRACTS
In accordance with Section 10.1(a) of the Original Agreement, the
Waterside Retirement Estates Property Seller shall credit the Waterside
Retirement Estates Tenant the aggregate
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minimum refund liability (the equivalent of the deposit) under the life care
contracts in the amount of One Million Eight Hundred Fifty-Four Thousand Seven
Hundred Twenty Dollars ($1,854,720) (the "Life Care Deposits"). The Life Care
Deposits were previously held as a liability on the Waterside Retirement Estates
Seller's balance sheet. Upon the credit of the Life Care Deposits and deposit of
the Life Care Deposits into a segregated escrow account pursuant to the terms of
the Lease and subsequent to the Closing, the Waterside Retirement Estates
Property Tenant may seek the return of the cash deposit (the "DOI Collateral")
held in accordance with the State of Florida Department of Insurance's
requirements in connection with the life care contracts. Upon the return of the
DOI Collateral to Waterside Retirement Estates Tenant, such amount may be
distributed by the Waterside Retirement Estates Tenant to its members and such
distribution shall not be subject to the Pooling Agreements. In conjunction with
the return of the DOI Collateral, the Waterside Retirement Estates Tenant may
pledge, escrow or deliver to or in favor of the State of Florida Department of
Insurance the Life Care Deposits. The obligation or voluntary filing on a
post-closing basis of the Waterside Retirement Estates Tenant with the State of
Florida Department of Insurance shall not constitute a breach of the applicable
Seller's representation under Section 6.1(e) or (i) of the Original Agreement.
SECTION 5. EMERALD BAY WATER DAMAGE REPAIRS
At Closing, to the extent not paid by the Emerald Bay Seller prior to
Closing, the Emerald Bay Seller shall credit the Emerald Bay Tenant on the
Closing Statement (i) Twenty-Eight Thousand Dollars ($28,000) on account of a
water damage clean-up invoice for work performed prior to the date hereof, but
not paid as of the date hereof and (ii) Twenty-Five Thousand Dollars ($25,000),
which is the amount of the deductible under the Emerald Bay Property Seller's
property damage insurance in connection with its insurance claim for water
damage.
SECTION 6. MISCELLANEOUS.
6.1 Notices. Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Amendment shall be delivered as set forth under Section 12.4 of the Original
Agreement.
6.2 Counterparts, Etc. This Amendment may be executed in two (2)
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures shall be deemed originals for purposes of determining the
enforceability of this Amendment. This Amendment constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
shall supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof. The
Original Agreement as amended by this Amendment may not be amended or modified
in any respect other than by the written agreement of all of the parties hereto.
6.3 Ratification. Except as amended by this Amendment, the terms
of the Original Agreement are hereby ratified and confirmed in all respects.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Seventh Amendment to
Purchase and Sale Agreement to be executed as a sealed instrument as of the date
first hereinabove written.
SELLERS:
THE PARK AT RIVERCHASE (AL):
RIVERCHASE ASSISTED LIVING, LTD.,
a Texas limited partnership
By: WXI/Senior Lifestyle Riverchase Gen-Par, L.L.C.,
a Delaware limited liability company,
its General Partner
By: Integrated Living Communities, L.L.C.,
a Delaware limited liability company,
its Sole Member
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
THE HERITAGE PALMERAS (AZ):
SENIOR LIFESTYLE HERITAGE, L.L.C.,
a Delaware limited liability company
By: WHSLA Real Estate Limited Partnership,
a Delaware limited partnership,
its Sole Member
By: WHSLA Gen-Par, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-1
XXXXXXXXXX POINTE AND CHERRY HILLS CLUB (CA):
INTEGRATED MANAGEMENT - XXXXXXXXXX
POINTE, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
HERON'S RUN (FL):
INTEGRATED LIVING COMMUNITIES OF WEST
PALM BEACH, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
X-0
XXXXXXX XXXXX AND THE POINTE AT NEWPORT PLACE (FL):
SENIOR LIFESTYLE NEWPORT LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC Newport, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
PINECREST PLACE (FL):
SENIOR LIFESTYLE PINECREST LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC Pinecrest, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-3
PROSPERITY OAKS (FL):
SENIOR LIFESTYLE PROSPERITY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Prosperity Gen-Par, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
WATERSIDE RETIREMENT ESTATES (FL):
INTEGRATED LIVING COMMUNITIES OF SARASOTA, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
X-0
XXX XXXX XX XXXXXXX XXXXXX (XX):
OLYMPIA FIELDS SENIOR HOUSING, L.L.C.,
a Delaware limited liability company
By: WHSLC Realty, L.L.C.,
a Delaware limited liability company
By: WHSLH Realty, L.L.C.,
a Delaware limited liability company,
its member
By: /s/ Xxx X. XxXxxx
-----------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-5
EAST BAY MANOR (RI):
SENIOR LIFESTYLE EAST BAY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC East Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
EMERALD BAY MANOR (RI):
SENIOR LIFESTYLE EMERALD BAY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC Emerald Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
GREENWICH BAY MANOR (RI):
GREENWICH BAY, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-6
NORTH BAY MANOR (RI)
SENIOR LIFESTYLE NORTH BAY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC North Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
SAKONNET BAY MANOR (RI):
SENIOR LIFESTYLE SAKONNET BAY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC Sakonnet Bay, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
SOUTH BAY MANOR (RI):
SOUTH BAY MANOR, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-7
WEST BAY MANOR (RI):
WEST BAY MANOR, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
TREEMONT RETIREMENT COMMUNITY (TX):
INTEGRATED LIVING COMMUNITIES OF DALLAS, L.P.,
a Delaware limited partnership
By: Integrated Living Communities of Dallas
Gen-Par, L.L.C.,
a Delaware limited liability company,
its General Partner
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
S-8
PURCHASER:
CNL RETIREMENT CORP., A FLORIDA CORPORATION
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx Xxxxxxx
Senior Vice President
S-9
REVISED LIST OF SCHEDULES ATTACHED HERETO
Schedule A Description of Properties and Sellers
Schedule B Allocation of Purchase Price
Schedule C List of Due Diligence Materials
Schedule D FF& E Schedule
Schedule E-1 Form of Lease
Schedule E-2 Form of Memorandum of Lease
Schedule F Allocation of Aggregate Shortfall Reserve Fund
Schedule G List of Lenders and Loan Documents for each Property, together with Estimated
Principal Balance as of December 31, 2003 under each Loan and Required
Reserve/Escrow Balances and Required Additional Security
Schedule H-1 Form of Management Agreement
Schedule H-2 Form of Manager Subordination
Schedule X-0X Xxxx xx XX0 Xxxxxxx Agreement
Schedule H-2B Form of B5 Pooling Agreement
Schedule H-2C Form of RP8 Pooling Agreement
Schedule H-2D Form of Upper Tier Pooling Agreement
Schedule I List of Motor Vehicles and Description of Motor Vehicle Leases
Schedule J-1 through J-19 Legal Description of each Property
Schedule K List of Renovation Contracts
Schedule L Description of Emerald Bay Refinancing Terms
Schedule M-1 Form of Special Warranty Deed - Alabama
Schedule M-2 Form of Special Warranty Deed - Arizona
Schedule M-3 Form of Grant Deed - California
Schedule M-4 Form of Special Warranty Deed - Florida
Schedule M-5 Form of Special Warranty Deed - Illinois
Schedule M-6 Form of Quitclaim Deed - Rhode Island
Schedule M-7 Form of Special Warranty Deed - Texas
Schedule N Form of Assignment and Assumption of Contracts
Schedule O Form of Assignment and Assumption of Intangible Property
Schedule P Form of Assignment and Assumption of Occupancy Agreements
Schedule Q Form of Xxxx of Sale
Schedule R Form of Cherry Land Sale Contract Assignment and Assumption
Schedule S Schedule of Non-Terminable Contracts
Schedule T Litigation Matters
Schedule U List of Environmental Reports
Schedule V Purchaser and Property Transferees Organizational Chart