EXHIBIT 2.2.4
THE NATIONAL BENEVOLENT ASSOCIATION OF THE CHRISTIAN CHURCH
(DISCIPLES OF ▇▇▇▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
April 14, 2005
Fortress NBA Acquisition, LLC
c/o Fortress Investment Group LLC
1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Asset Purchase Agreement dated as of September 3, 2004 (the "APA"),
as supplemented by that certain Supplemental Agreement With Respect
to Asset Purchase Agreement dated as of September 30, 2004 (the
"Supplemental Agreement") and amended by that certain letter
agreement dated March 9, 2005 (the "March 9 Letter Agreement") and
further amended by that certain letter agreement dated April 6, 2005
(the "April 6 Letter Agreement and, together with the APA, the
Supplemental Agreement and the March 9 Letter Agreement,
collectively, the "Agreement").
Ladies and Gentlemen:
This letter reflects the agreement and understanding among The National
Benevolent Association of the Christian Church (Disciples of ▇▇▇▇▇▇) (the
"Company") and the undersigned affiliated companies thereof (each a "Company
Subsidiary" and, together with the Company, collectively the "Sellers") and
Fortress NBA Acquisition, LLC ("Purchaser"), the undersigned designees or
assignees of Purchaser under Sections 2.05(g) and 11.03 of the Agreement (the
"Transferees") and Fortress Investment Fund II LLC ("Guarantor") in connection
with the Contemplated Transactions under the Agreement among the Sellers and
Purchaser with respect to the purchase and sale of the NBA Oklahoma Christian
Retirement Community Facility (the "Oklahoma Facility"), the Closing of which
(the "Oklahoma Closing") the parties are consummating on the date hereof (the
"Oklahoma Closing Date"). (Certain other persons are also parties to the
Supplemental Agreement.). Capitalized terms used herein and not defined herein
have the meanings provided by the Agreement.
1. In regard to Section 1.05 of the Agreement, Purchaser and Transferees
confirm that following the Oklahoma Closing, none of them will require the use
of or any benefit under any of the Shared Assets or Shared Contracts with
respect to the Oklahoma Facility and Purchaser, Transferees and Sellers agree
that no arrangement for the sharing of any of the Shared Assets or Shared
Contracts, as contemplated under said Section,
shall be established at or as of the Oklahoma Closing and Sellers shall be under
no obligation to establish any such arrangement subsequently.
2. In regard to Section 1.06 of the Agreement, Purchaser and Transferees
confirm that following the Oklahoma Closing, none of them will require any
Transitional Services to be provided by Sellers with respect to the Oklahoma
Facility, other than those referred to in paragraph 3.F. of the March 9 Letter
Agreement, which services are to be provided on the terms established by said
paragraph 3.F. In the event any similar services are nevertheless requested of
Sellers by Purchaser or a Transferee, Purchaser or the Transferee shall
reimburse Sellers for the out-of-pocket cost reasonably incurred by Sellers in
providing such services and the costs and expenses of Sellers and their
respective agents for time expended in responding to such requests at mutually
agreeable hourly rates. This shall confirm that the provisions of paragraph 3 of
the April 6 Letter Agreement commencing with the fourth sentence thereof through
the end of such paragraph (excluding, however, the sentence immediately
preceding the last sentence of such paragraph) shall be applicable with respect
to the Oklahoma Facility to the same extent they are applicable to the
Facilities that were conveyed to certain of the Transferees on the Initial
Closing Date (as defined in the April 6 Letter Agreement).
3. Sellers, Purchaser and Transferees acknowledge and agree that Sellers
have on and as of the date hereof transferred to FIT NBA Oklahoma Christian LLC,
as successor to the Company and Oklahoma Christian Home, Inc. ("Oklahoma SU") in
the ownership and operation of the Oklahoma Facility, all the Patient Trust
Accounts (as defined in the April 6 Letter Agreement) containing Patient Trust
Funds (as defined in the April 6 Letter Agreement) held by the Company and/or
Oklahoma SU in trust for the benefit of certain of the residents of the Oklahoma
Facility. The PTF Residents (as defined in the April 6 Letter Agreement) of the
Oklahoma Facility and the respective Patient Trust Accounts and amounts of
Patient Trust Funds held for the benefit of such PTF Residents as of the
Oklahoma Closing Date (or such other date as is indicated) are indicated in
documents previously delivered to Purchaser.
By its acceptance and agreement below, Guarantor hereby ratifies and
confirms its guaranty under Section 11.17 of the Agreement of all of the
obligations of Purchaser under the Agreement, including as amended, supplemented
or otherwise affected hereby, and acknowledges and agrees that its guaranty of
Purchaser's obligations under the Agreement (including Purchaser's obligations
under this supplemental letter), shall apply and remain in full force and effect
in accordance with the terms of the Agreement and the orders of the Bankruptcy
Court approving the Agreement (including the Supplemental Agreement). All
obligations of Purchaser under the Agreements of Assignment and Assumption being
or to be executed and delivered by the Purchaser under the Agreement in
connection with the Oklahoma Closing are guaranteed by Guarantor to the extent
the obligations of Purchaser under the Agreement are guaranteed by Guarantor.
Except as amended, supplemented and/or affected by the foregoing, the
Agreement is hereby ratified, confirmed and accepted by the Sellers, Purchaser
and Guarantor in all respects and shall remain unmodified and in full force and
effect.
THE NATIONAL BENEVOLENT ASSOCIATION
OF THE CHRISTIAN CHURCH (DISCIPLES OF
▇▇▇▇▇▇)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ CHRISTIAN HOME, an
Illinois not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
CALIFORNIA CHRISTIAN HOME, a
California not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
CYPRESS VILLAGE, INC., a Florida
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
FOXWOOD SPRINGS LIVING CENTER, a
Missouri not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
KANSAS CHRISTIAN HOME, INC. a Kansas
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
LENOIR, INC., a Missouri
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
OKLAHOMA CHRISTIAN HOME, INC., an
Oklahoma not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
PATRIOT HEIGHTS, INC., a Texas
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ HOME, an Iowa not-for-profit
corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
GREATER INDIANAPOLIS DISCIPLES
HOUSING INC., an Indiana
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
VILLAGE AT SKYLINE, a Colorado
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
HOMES OF CYPRESS, INC., a Florida
not-for-profit corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
ACCEPTED AND AGREED TO:
FORTRESS NBA ACQUISITION, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
FIT NBA ▇▇▇▇▇▇ ▇▇▇▇▇ LLC
FIT NBA CALIFORNIA CHRISTIAN LLC
FIT NBA CYPRESS VILLAGE LLC
FIT NBA FOXWOOD SPRINGS LLC
FIT NBA KANSAS CHRISTIAN LLC
FIT NBA LENOIR LLC
FIT NBA OKLAHOMA CHRISTIAN LLC
FIT NBA PATRIOT HEIGHTS LP
FIT NBA ▇▇▇▇▇▇ LLC
FIT NBA ▇▇▇▇▇ RUN LP
FIT NBA SKYLINE LLC
FIT NBA CYPRESS HOMES LLC
FIT NBA FOXWOOD SPRINGS HOMES LLC
Each by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
FIT NBAS LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
FORTRESS INVESTMENT FUND II LLC, as Guarantor
By: FORTRESS FUND ▇▇ ▇▇ LLC, its
Managing Member
By: FORTRESS INVESTMENT GROUP
LLC, its Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
