SECOND AMENDMENT TO PURCHASE AGREEMENT
Exhibit 2.2
SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this Amendment) is made and entered into as of August 31, 2011 by and among CC-BOCA, INC., a Delaware corporation, CR CHEVY CHASE PARTNERSHIP, a Maryland general partnership, CC-DALLAS, INC., a Delaware corporation, HBC ASSOCIATES, LLC, a Delaware limited liability company, CC-PLANTATION, INC., a Delaware corporation, CC-POMPANO, INC., a Delaware corporation, CC-RENO, INC., a Delaware corporation, CR TEANECK LIMITED PARTNERSHIP, a New Jersey limited partnership, and CR RIVERDALE LIMITED PARTNERSHIP, a Delaware limited partnership (each, a Seller and, collectively, the Sellers), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (Purchaser).
RECITALS:
WHEREAS, Sellers and Purchaser (among others) are parties to that certain Purchase Agreement, dated as of July 29, 2011, as amended by that certain First Amendment to Purchase Agreement, dated as of August 29, 2011 (as so amended, the Agreement), with respect to nine (9) rental senior housing properties, all as further described in the Agreement; and
WHEREAS, Sellers and Purchaser desire to amend the Agreement in certain respects, all as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Sellers and Purchaser, intending to be legally bound, hereby agree as follows:
1. Capitalized Terms. All capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Agreement.
2. Purchase Price. Section 1.02(a) of the Agreement is hereby amended by deleting the reference to $481,000,000 from the first sentence thereof and replacing it with a reference to $478,000,000. In addition, Schedule 1.02(a) attached to the Agreement is hereby deleted in its entirety and replaced with Schedule 1.02(a) attached hereto.
3. Loan Prepayments. Purchaser intends to prepay the Existing Debt secured by Liens on the Encumbered Properties located in Dallas, Texas, Hollywood, Florida, Pompano Beach, Florida and Reno, Nevada (the Prepaid Debt). Notwithstanding anything contained in the Purchase Agreement to the contrary, the Closing Date shall not occur before such time as the Prepaid Debt is first prepayable and all required prepayment notices have been timely delivered by the applicable Sellers and any notice periods have expired (or been waived by the applicable lenders).
4. Entire Agreement. This Amendment, together with the Agreement, contains or expressly incorporates by reference the entire agreement of the parties with respect to the matters contemplated by this Amendment, and supersedes and replaces any prior understanding, agreement, statement of intent, or representations, in each case, written or oral, of any and every nature with respect to such understanding, agreement, statement or representations with respect
to the subject matter hereof. Except as specifically set forth herein, the Agreement remains unmodified and in full force and effect.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. Any such counterpart may be delivered by e-mail (in .pdf format) and any such counterpart so delivered shall be deemed an original for all purposes.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
| SELLERS: | ||
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| CC BOCA, INC. | ||
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| By: | /s/ J. Kevin Poorman | |
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| Name: J. Kevin Poorman | |
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| Title: Vice Chairman | |
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| CR CHEVY CHASE PARTNERSHIP | ||
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| By: | CC-Chevy Chase, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| By: | CC-Chevy Chase II, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| CC DALLAS, INC. | ||
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| By: | /s/ J. Kevin Poorman | |
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| Name: J. Kevin Poorman | |
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| Title: Vice Chairman | |
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| HBC ASSOCIATES, LLC | ||
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| By: | /s/ J. Kevin Poorman | |
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| Name: J. Kevin Poorman | |
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| Title: Vice Chairman | |
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| CC PLANTATION, INC. | ||
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| By: | /s/ J. Kevin Poorman | |
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| Name: J. Kevin Poorman | |
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| Title: Vice Chairman |
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| CC POMPANO, INC. | |||
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| By: | /s/ J. Kevin Poorman | ||
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| Name: J. Kevin Poorman | ||
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| Title: Vice Chairman | ||
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| CC RENO, INC. | |||
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| By: | /s/ J. Kevin Poorman | ||
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| Name: J. Kevin Poorman | ||
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| Title: Vice Chairman | ||
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| CR TEANECK LIMITED PARTNERSHIP | |||
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| By: | CR Teaneck General Partnership, | ||
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| its general partner | ||
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| By: | CC-Teaneck, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| By: | CC-Teaneck II, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| CR RIVERDALE LIMITED PARTNERSHIP | |||
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| By: | CR Riverdale General Partnership, | ||
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| its general partner | ||
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| By: | CC-Riverdale, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| By: | CC-Riverdale II, Inc., its general partner | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| CC-DEV hereby joins in the execution of this | |
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| CC-DEVELOPMENT GROUP, INC. | |
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| By: | /s/ J. Kevin Poorman |
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| Name: J. Kevin Poorman |
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| Title: Vice Chairman |
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| PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, | ||
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| By: | /s/ David J. Hegarty | |
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| Name: | David J. Hegarty |
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| Its: | President |
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Schedule 1.02(a)
Purchase Price Allocation
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| Gross |
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| Allocated |
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Asset/Property |
| Purchase Price |
| Allocation % |
| Deposit Amount |
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Boca Raton |
| $ | 50,000,000 |
| 10.5 | % | $ | 2,615,063 |
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Chevy Chase |
| $ | 108,000,000 |
| 22.6 | % | $ | 5,648,536 |
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Dallas |
| $ | 27,500,000 |
| 5.8 | % | $ | 1,438,285 |
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Hollywood |
| $ | 45,000,000 |
| 9.4 | % | $ | 2,353,556 |
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Plantation |
| $ | 29,000,000 |
| 6.1 | % | $ | 1,516,736 |
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Pompano Beach |
| $ | 18,000,000 |
| 3.8 | % | $ | 941,423 |
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Reno |
| $ | 52,000,000 |
| 10.9 | % | $ | 2,719,665 |
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Teaneck |
| $ | 49,500,000 |
| 10.4 | % | $ | 2,588,912 |
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Yonkers |
| $ | 99,000,000 |
| 20.7 | % | $ | 5,177,824 |
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Total |
| $ | 478,000,000 |
| 100.0 | % | $ | 25,000,000 |
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