Amendment To Purchase Agreement

Second Amendment to Purchase Agreement

Exhibit 2.2

 

SECOND AMENDMENT TO PURCHASE AGREEMENT

 

THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 31, 2011 by and among CC-BOCA, INC., a Delaware corporation, CR CHEVY CHASE PARTNERSHIP, a Maryland general partnership, CC-DALLAS, INC., a Delaware corporation, HBC ASSOCIATES, LLC, a Delaware limited liability company, CC-PLANTATION, INC., a Delaware corporation, CC-POMPANO, INC., a Delaware corporation, CC-RENO, INC., a Delaware corporation, CR TEANECK LIMITED PARTNERSHIP, a New Jersey limited partnership, and CR RIVERDALE LIMITED PARTNERSHIP, a Delaware limited partnership (each, a “Seller” and, collectively, the “Sellers”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (“Purchaser”).

 

RECITALS:

 

WHEREAS, Sellers and Purchaser (among others) are parties to that certain Purchase Agreement, dated as of July 29, 2011, as amended by that certain First Amendment to Purchase Agreement, dated as of August 29, 2011 (as so amended, the “Agreement”), with respect to nine (9) rental senior housing properties, all as further described in the Agreement; and

 

WHEREAS, Sellers and Purchaser desire to amend the Agreement in certain respects, all as hereinafter set forth;

 

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Sellers and Purchaser, intending to be legally bound, hereby agree as follows:

 

1.             Capitalized Terms.  All capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Agreement.

 

2.             Purchase Price.  Section 1.02(a) of the Agreement is hereby amended by deleting the reference to “$481,000,000” from the first sentence thereof and replacing it with a reference to “$478,000,000”.  In addition, Schedule 1.02(a) attached to the Agreement is hereby deleted in its entirety and replaced with Schedule 1.02(a) attached hereto.

 

3.             Loan Prepayments.  Purchaser intends to prepay the Existing Debt secured by Liens on the Encumbered Properties located in Dallas, Texas, Hollywood, Florida, Pompano Beach, Florida and Reno, Nevada (the “Prepaid Debt”).  Notwithstanding anything contained in the Purchase Agreement to the contrary, the Closing Date shall not occur before such time as the Prepaid Debt is first prepayable and all required prepayment notices have been timely delivered by the applicable Sellers and any notice periods have expired (or been waived by the applicable lenders).

 

4.             Entire Agreement.  This Amendment, together with the Agreement, contains or expressly incorporates by reference the entire agreement of the parties with respect to the matters contemplated by this Amendment, and supersedes and replaces any prior understanding, agreement, statement of intent, or representations, in each case, written or oral, of any and every nature with respect to such understanding, agreement, statement or representations with respect

 



 

to the subject matter hereof.  Except as specifically set forth herein, the Agreement remains unmodified and in full force and effect.

 

5.             Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.  Any such counterpart may be delivered by e-mail (in .pdf format) and any such counterpart so delivered shall be deemed an original for all purposes.

 

2



 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

 

 

SELLERS:

 

 

 

CC — BOCA, INC.

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name: J. Kevin Poorman

 

 

Title: Vice Chairman

 

 

 

 

CR CHEVY CHASE PARTNERSHIP

 

 

 

 

By:

CC-Chevy Chase, Inc., its general partner

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

Name: J. Kevin Poorman

 

 

 

Title: Vice Chairman

 

 

 

 

 

By:

CC-Chevy Chase II, Inc., its general partner

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

Name: J. Kevin Poorman

 

 

 

Title: Vice Chairman

 

 

 

 

 

CC — DALLAS, INC.

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name: J. Kevin Poorman

 

 

Title: Vice Chairman

 

 

 

 

HBC ASSOCIATES, LLC

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name:  J. Kevin Poorman

 

 

Title:  Vice Chairman

 

 

 

 

CC — PLANTATION, INC.

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name:  J. Kevin Poorman

 

 

Title:  Vice Chairman

 

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CC — POMPANO, INC.

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name: J. Kevin Poorman

 

 

Title: Vice Chairman

 

 

 

 

CC — RENO, INC.

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name: J. Kevin Poorman

 

 

Title: Vice Chairman

 

 

 

 

CR TEANECK LIMITED PARTNERSHIP

 

 

 

 

By:

CR Teaneck General Partnership,

 

 

its general partner

 

 

 

 

 

 

By:

CC-Teaneck, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

 

Name: J. Kevin Poorman

 

 

 

 

Title: Vice Chairman

 

 

 

 

 

 

 

By:

CC-Teaneck II, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

 

Name: J. Kevin Poorman

 

 

 

 

Title: Vice Chairman

 

 

 

 

 

 

CR RIVERDALE LIMITED PARTNERSHIP

 

 

 

 

By:

CR Riverdale General Partnership,

 

 

its general partner

 

 

 

 

 

 

By:

CC-Riverdale, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

 

Name: J. Kevin Poorman

 

 

 

 

Title: Vice Chairman

 

 

 

 

 

 

 

By:

CC-Riverdale II, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

 

 

Name: J. Kevin Poorman

 

 

 

 

Title: Vice Chairman

 

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CC-DEV hereby joins in the execution of this
Amendment solely for the purposes of
acknowledging the same:

 

 

 

CC-DEVELOPMENT GROUP, INC.

 

 

 

 

 

 

By:

/s/ J. Kevin Poorman

 

 

Name: J. Kevin Poorman

 

 

Title: Vice Chairman

 

5



 

 

PURCHASER:

 

SENIOR HOUSING PROPERTIES TRUST,
a Maryland real estate investment trust

 

 

 

 

 

By:

/s/ David J. Hegarty

 

 

Name:

David J. Hegarty

 

 

Its:

President

 

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Schedule 1.02(a)

 

Purchase Price Allocation

 

 

 

Gross

 

 

 

Allocated

 

Asset/Property

 

Purchase Price

 

Allocation %

 

Deposit Amount

 

 

 

 

 

 

 

 

 

 

 

Boca Raton

 

$

50,000,000

 

10.5

%

$

2,615,063

 

Chevy Chase

 

$

108,000,000

 

22.6

%

$

5,648,536

 

Dallas

 

$

27,500,000

 

5.8

%

$

1,438,285

 

Hollywood

 

$

45,000,000

 

9.4

%

$

2,353,556

 

Plantation

 

$

29,000,000

 

6.1

%

$

1,516,736

 

Pompano Beach

 

$

18,000,000

 

3.8

%

$

941,423

 

Reno

 

$

52,000,000

 

10.9

%

$

2,719,665

 

Teaneck

 

$

49,500,000

 

10.4

%

$

2,588,912

 

Yonkers

 

$

99,000,000

 

20.7

%

$

5,177,824

 

 

 

 

 

 

 

 

 

Total

 

$

478,000,000

 

100.0

%

$

25,000,000