EXHIBIT 10.63
First Amendment to
Purchase and Sale Agreement
dated December 30, 2003
FIRST 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
December 30, 2003
FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made effective as of December 30, 2003 (the "Effective Date"), 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 Purchase and Sale
Agreement, dated as of December 19, 2003 (the "Original Agreement") with respect
to the purchase and sale of nineteen (19) senior living facilities.
WHEREAS, the Sellers and Purchaser wish to extend the Due Diligence
Period as defined and as set forth in the Original Agreement through 5 p.m. EST
on December 31, 2003.
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 Amendments to the Definition of Due Diligence Period. The
definition of Due Diligence Period in Section 1 of the Original Agreement is
hereby amended by deleting the
definition as set for in the Original Agreement and in lieu, in place and
instead thereof is inserted the following:
"Due Diligence Period" shall mean the period commencing on the
Due Diligence Commencement Date and ending at 5 p.m. EST on December
31, 2003.
2.2 Counterparts, Facsimile Signatures, 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 on this Amendment shall be deemed to be
original signatures for all purposes, including for purposes of determining
enforceability. 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.
2.3 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 First Amendment to
Purchase and Sale Agreement to be executed as a sealed instrument as of the
Effective Date.
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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
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XXXXXXXXXX XXXXXX XXX XXXXXX XXXXX XXXX (XX):
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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
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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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
X-0
XXXXX XXX XXXXX (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
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
X-0
XXXX XXX XXXXX (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
CHERRY HILLS CLUB, L.L.C.,
a Delaware limited liability company
By: /s/ Xxx X. XxXxxx
-----------------------------------
Xxx X. XxXxxx
Vice President and
Chief Financial Officer
[SIGNATURES FOR PURCHASE AND SALE AGREEMENT CONTINUE
ON THE FOLLOWING PAGES]
S-8
PURCHASER:
CNL RETIREMENT CORP., A FLORIDA CORPORATION
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Chief Investment Officer
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