SECOND AMENDMENT TO SALE CONTRACT
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THIS SECOND AMENDMENT TO SALE CONTRACT (this "SECOND AMENDMENT") is made
and entered into as of the 31st day of May, 2002, by and between SENIOR
LIFESTYLE SHREVEPORT, L.L.C. ("SELLER"), and EMERITUS CORPORATION ("BUYER").
RECITALS
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A. Seller and Buyer entered into that certain Sale Contract dated April
17, 2002, as subsequently amended by that certain First Amendment to Sale
Contract dated May 1, 2002 (the "FIRST AMENDMENT"; collectively, the "SALE
CONTRACT"), under which terms and conditions were set forth for Seller to sell
and Buyer to purchase the Facility (capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Sale Contract).
B. Lender has not yet delivered the Required Consent, which is a mutual
condition precedent to closing under Section 12 of the Sale Contract, and Seller
and Buyer mutually desire to further extend the Closing Date under the terms and
conditions set forth below.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are hereby incorporated as if set
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forth herein in their entirety.
2. Amendment to Closing Date. Section 6(a) of the Sale Contract is hereby
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amended to provide that the Closing Date shall mean the earlier to occur of the
date on which the conditions precedent to closing set forth in Section 12 of the
Sale Contract are satisfied or June 14, 2002 (provided that in no event shall
either Seller or Buyer be required to close unless the conditions precedent in
Section 12 of the Sale Contract which are applicable to each of their
obligations to close are satisfied). Nothing in the foregoing shall be
construed to affect the operation of the final two sentences of Section 2 of the
First Amendment.
3. Counterparts; Facsimile Signatures. This Second Amendment may be
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executed in counterparts which together will constitute one agreement. For
purposes of determining the enforceability of this Second Amendment, facsimile
signatures shall be deemed originals.
4. Successors and Assigns. This Second Amendment shall be binding upon and
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inure to the benefit of the parties and their successors and assigns.
5. Ratification. All terms and conditions of the Sale Contract not amended
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pursuant to this Second Amendment are hereby ratified and confirmed and remain
in full force and effect.
[SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, the undersigned parties have executed this Second
Amendment as of the day and year first above stated.
SELLER:
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SENIOR LIFESTYLE SHREVEPORT, L.L.C.
By: /s/ Thilo D. Best
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Thilo D. Best
President and Chief Executive Officer
BUYER:
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EMERITUS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Chairman and Chief Executive Officer
The undersigned is executing this Second Amendment for the sole purpose of
evidencing its agreement to the provisions hereof.
HORIZON BAY MANAGEMENT, L.L.C.
By: /s/ Thilo D. Best
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Thilo D. Best
President and Chief Executive Officer