EX-10.79 2 gahrivposamno13exh1079.htm EXHIBIT 10.79 Exhibit
Exhibit 10.79


FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into this 18th day of July, 2018 by and among the owner selling parties identified on Exhibit A attached hereto (referred to herein as “Owner Seller” or “Owner Sellers”), the operator parties identified on Exhibit A attached hereto (referred to herein as “Operator” or “Operators”), and TLG II, L.L.P., a Missouri limited liability partnership (“Parent Guarantor”); GAHC4 MISSOURI SNF PORTFOLIO, LLC, a Delaware limited liability company, its successors and assigns (“Purchaser”); and FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”).

R E C I T A L S:

WHEREAS, each of Owner Sellers, Operators, Parent Guarantor and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions (the “Agreement”), dated as of June 7, 2018, for the purchase and sale of certain real property and improvements located in Missouri (collectively, the “Property”) under the terms and conditions as more particularly described in the Agreement; and

WHEREAS, Owner Sellers, Operators, Parent Guarantor and Purchaser desire to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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:

Purchaser may terminate this Agreement by delivering written notice to Sellers (a “DDP Termination Notice”) for any reason or for no reason at any time from the Effective Date until August 7, 2018 (the “DDP Expiration Date”). If, by the DDP Expiration Date, Purchaser fails to deliver a DDP Termination Notice to Sellers, such failure shall be deemed an election by Purchaser to proceed with the transactions contemplated hereby with respect to the applicable Facilities, subject to the terms and conditions of this Agreement. Upon timely delivery of the DDP Termination Notice, this Agreement shall automatically terminate with respect to all (but not less than all) of the applicable Facilities, in which event the Deposit shall immediately and uncontestably be returned to Purchaser and neither party will have any further rights or obligations





hereunder, except for any obligations that expressly survive termination. Notwithstanding anything herein to the contrary, Purchaser’s failure to timely deliver a DDP Termination Notice shall not be deemed to be a waiver by Purchaser of any other rights of termination it may have as set forth herein.

All references to the DDP Expiration Date in the Agreement shall be deemed to refer to the DDP Expiration Date, as extended.

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.

[Remainder of page intentionally left blank; signatures to follow on next pages.]





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




PARENT GUARANTOR:


TLG II, L.L.P.,
a Missouri limited liability partnership

By: RCG, Inc., a Missouri corporation,
its General Partner

By: /s/ Richard J. DeStefane, President
Richard J. DeStefane, President






PURCHASER:

GAHC4 MISSOURI SNF PORTFOLIO, LLC,
a Delaware limited liability company

By:    Griffin‑American Healthcare REIT IV Holdings, LP,
a Delaware limited partnership, its Sole Member

By:    Griffin‑American Healthcare REIT IV, Inc.,
a Maryland corporation, its General Partner

By:    /s/ Danny Prosky            
Name:    Danny Prosky                
Its:    President and Chief Operating Officer




ESCROW AGENT
FIRST AMERICAN TITLE INSURANCE
COMPANY
 
 
 
By:  /s/ Brian M. Serikaku  
 
Name:  /s/ Brian M. Serikaku  
 
Its:  Escrow Officer




Exhibit A
OWNER SELLERS AND OPERATORS
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