Supplemental Letter Agreement Regarding Asset Purchase of Oklahoma Christian Retirement Community Facility by Fortress NBA Acquisition, LLC and Affiliates

Summary

This agreement is between The National Benevolent Association of the Christian Church (Disciples of Christ) and its affiliates (the Sellers), Fortress NBA Acquisition, LLC (the Purchaser), its designees, and Fortress Investment Fund II LLC (the Guarantor). It clarifies terms related to the purchase of the Oklahoma Christian Retirement Community Facility, confirming that the Purchaser will not require shared assets or transitional services from the Sellers, except as previously agreed. The Guarantor reaffirms its guarantee of the Purchaser’s obligations. The agreement is effective as of the Oklahoma Closing Date and remains in force unless otherwise amended.

EX-2.2.4 8 y10687exv2w2w4.txt EXHIBIT 2.2.4 EXHIBIT 2.2.4 THE NATIONAL BENEVOLENT ASSOCIATION OF THE CHRISTIAN CHURCH (DISCIPLES OF CHRIST) 11780 BORMAN DRIVE ST. LOUIS, MISSOURI 63146 April 14, 2005 Fortress NBA Acquisition, LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 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 Christ) (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 CHRIST) By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President BARTON W. STONE CHRISTIAN HOME, an Illinois not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President CALIFORNIA CHRISTIAN HOME, a California not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President CYPRESS VILLAGE, INC., a Florida not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President FOXWOOD SPRINGS LIVING CENTER, a Missouri not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President KANSAS CHRISTIAN HOME, INC. a Kansas not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President LENOIR, INC., a Missouri not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President OKLAHOMA CHRISTIAN HOME, INC., an Oklahoma not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President PATRIOT HEIGHTS, INC., a Texas not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President RAMSEY HOME, an Iowa not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President GREATER INDIANAPOLIS DISCIPLES HOUSING INC., an Indiana not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President VILLAGE AT SKYLINE, a Colorado not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President HOMES OF CYPRESS, INC., a Florida not-for-profit corporation By: /s/ Dennis Hagemann ----------------------------- Name: Dennis Hagemann Title: President ACCEPTED AND AGREED TO: FORTRESS NBA ACQUISITION, LLC By: /s/ William Doniger ___________________________________ Name: William Doniger Title: FIT NBA BARTON STONE 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 RAMSEY LLC FIT NBA ROBIN RUN LP FIT NBA SKYLINE LLC FIT NBA CYPRESS HOMES LLC FIT NBA FOXWOOD SPRINGS HOMES LLC Each by: /s/ William Doniger ________________________________ Name: William Doniger Title: FIT NBAS LLC By: /s/ William Doniger ___________________________________ Name: William Doniger Title: FORTRESS INVESTMENT FUND II LLC, as Guarantor By: FORTRESS FUND MM II LLC, its Managing Member By: FORTRESS INVESTMENT GROUP LLC, its Managing Member By: /s/ William Doniger ___________________________________ Name: William Doniger Title: