Exhibit 2.4
FIRST AMENDMENT TO SALE-PURCHASE AGREEMENT
THIS AMENDMENT TO SALE-PURCHASE AGREEMENT (this "AMENDMENT") is made as
of February 22, 2002, among ILM II SENIOR LIVING, INC., a Virginia finite-life
corporation ("ILM II"), ILM II HOLDING, INC., a Virginia corporation ("SELLER"),
and FIVE STAR QUALITY CARE, INC., a Maryland corporation ("PURCHASER").
RECITALS:
ILM II, Seller and Purchaser have entered into a Sale-Purchase
Agreement dated as of January 23, 2002 (the "PURCHASE AGREEMENT"), and have
agreed, subject to the terms and conditions set forth below, to amend the
Purchase Agreement as provided below.
NOW THEREFORE, in consideration of the foregoing, and the
representations, warranties, covenants and agreements set forth in this
Amendment, the parties agree as follows:
Section 1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings given such terms in the Purchase
Agreement.
Section 2. AMENDMENTS. Effective as of the date hereof, the Purchase
Agreement shall be amended as follows:
(a) Article 1B of the Purchase Agreement is amended to add the
following new subparagraph (ix) after subparagraph (viii) (and to renumber the
existing subparagraphs (ix) and (x) of Article 1B as subparagraphs (x) and (xi),
respectively):
(ix) A capital improvement account (the "CAPITAL
IMPROVEMENT ACCOUNT") having a balance of not less than
$372,000;
(b) Article 8A(ix) of the Purchase Agreement is amended in full to read
as follows:
(ix) a General Assignment and Assumption Agreement in
form reasonably acceptable to Purchaser, assigning to
Purchaser Seller's right, title and interest in and to the
Surviving Contracts (as hereinafter defined), the Intangible
Property, the Capital Improvement Account, the Claims, the
Permits, and the Files and Records, together with any and all
other documents and instruments that may be necessary to
transfer the Capital Improvement Account to Purchaser;
Section 3. MISCELLANEOUS
(a) In consideration of Seller's execution of this Amendment, Purchaser
acknowledges that it has not sent a Material Defect Notice pursuant to Article
10, Section E and will not send a Material Defect Notice prior to the expiration
of the Inspection Period, PROVIDED, HOWEVER, that in no event shall the
foregoing affect, limit or otherwise impair Purchaser's right to send a Material
Defect Notice pursuant to Article 19B(iv) of the Purchase Agreement.
(b) Except as herein provided, the Purchase Agreement shall remain
unchanged and in full force and effect, and is hereby ratified and confirmed.
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(c) Each party hereto represents that is has taken all action required
to authorize, execute and deliver this Amendment, and to make all of the
provisions of this Amendment valid and enforceable and had caused this Amendment
to be executed by a duly authorized officer of such party.
(d) This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts shall constitute one and the same agreement.
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EXECUTED under seal as of the date first above written.
ILM II:
ILM II SENIOR LIVING, INC.
By: /s/ X.X. Xxxxxxx, Xx.
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Name: X.X. Xxxxxxx, Xx.
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Title: President
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SELLER:
ILM II HOLDING, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: President
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PURCHASER:
FIVE STAR QUALITY CARE, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer and Treasurer
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