1. | Recitals and Definitions. The foregoing recitals are true and correct and are hereby incorporated herein by reference. All terms used herein are as defined in the Agreement unless otherwise defined in this Amendment. |
2. | DDP Expiration Date. Section 4.02 of the Agreement, as amended, is hereby deleted in its entirety and replaced with the following: |
3. | Consent of the Escrow Agent. The Escrow Agent hereby joins in the execution of this Amendment for purposes of consenting to and accepting the terms of this Amendment. |
4. | Counterparts. This Amendment may be executed in multiple counterparts which shall together constitute a single document; however, this Amendment shall not be effective unless and until all counterpart signatures have been obtained. A facsimile or other electronic transmission of an original shall be binding hereunder. |
5. | Miscellaneous. All other terms and conditions of the Agreement not specifically modified or supplemented by this Amendment shall remain unchanged and in full force and effect, and the Agreement, as supplemented by this Amendment, is hereby ratified and confirmed. This Amendment (a) shall be governed by and construed under the internal laws of the State of Missouri without regard to the principles of conflicts of law, (b) contains the entire understanding of the parties with respect to the provisions of the Agreement amended and supplemented hereby, (c) may not be modified except by a writing signed by the parties, and (d) shall be binding upon and inure to the benefit of Owner Sellers, Operators, Parent Guarantor and Purchaser, and their respective successors and permitted assigns. |
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed and delivered as of the date first written above. | |
SELLERS: | |
BKY PROPERTIES OF ST ELIZABETH LLC, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | MMA HEALTHCARE OF ST ELIZABETH, INC. D/B/A ST. ELIZABETH CARE CENTER, a Missouri corporation By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
BRIDGEWOOD ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | BRIDGEWOOD HEALTH CARE CENTER, L.L.C. D/B/A BRIDGEWOOD HEALTH CARE CENTER, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
CRESTWOOD ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | CRESTWOOD HEALTH CARE CENTER, L.L.C. D/B/A CRESTWOOD HEALTH CARE CENTER, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
EASTVIEW ASSOCIATES, L.L.C., a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | EASTVIEW MANOR, INC. D/B/A EASTVIEW MANOR CARE CENTER, a Missouri corporation By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
MILAN ASSOCIATES, L.L.C., a Missouri limited liability company | BKY HEALTHCARE OF MILAN, INC. D/B/A MILAN HEALTH CARE CENTER, a Missouri corporation |
By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
M‑S ASSOCIATES, L.P., a Missouri limited partnership By: Randolph Pettis GP LLC, a Missouri limited liability company, its General Partner By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | NORTH VILLAGE PARK, L.L.C. D/B/A NORTH VILLAGE PARK, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
SALISBURY ASSOCIATES LLC, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | CHARITON PARK HEALTH CARE CENTER, L.L.C., a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
SEDALIA ASSOCIATES, L.P., a Missouri limited partnership By: Brunswick Park Associates, Inc., a Missouri corporation, its General Partner By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President | FOUR SEASONS LIVING CENTER, L.L.C. D/B/A FOUR SEASONS LIVING CENTER, a Missouri limited liability company By: /s/ Richard J. DeStefane, President Richard J. DeStefane, President |
ESCROW AGENT | FIRST AMERICAN TITLE INSURANCE COMPANY |
By: /s/ Brian M. Serikaku | |
Name: /s/ Brian M. Serikaku | |
Its: Escrow Officer |
OWNER SELLER | OPERATOR |
Bridgewood Associates, L.L.C. | Bridgewood Health Care Center, L.L.C. d/b/a Bridgewood Health Care Center |
SALISBURY ASSOCIATES LLC | CHARITON PARK HEALTH CARE CENTER, L.L.C. d/b/a Chariton Park Health Care Center |
Crestwood Associates, L.L.C. | Crestwood Health Care Center, L.L.C. d/b/a Crestwood Health Care Center |
SEDALIA ASSOCIATES, L.P. | FOUR SEASONS LIVING CENTER, L.L.C. d/b/a Four Seasons Living Center |
Milan Associates, L.L.C. | BKY Healthcare of Milan, Inc. d/b/a Milan Health Care Center |
Eastview Associates, L.L.C. | Eastview Manor, Inc. d/b/a Eastview Manor Care Center |
M-S ASSOCIATES, L.P. | North Village Park, L.L.C. d/b/a North Village Park |
BKY Properties of St Elizabeth LLC | MMA Healthcare of St. Elizabeth, Inc. d/b/a St. Elizabeth Care Center |