EXHIBIT 10.38
April 29, 2005
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
Bucks County Oncoplastic Institute, LLC
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D., Chief Manager
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: BUCKS COUNTY PURCHASE AND SALE AGREEMENT
Gentlemen:
As you know, MPT Operating Partnership, L.P., MPT of Bucks County Hospital,
L.P. (collectively, "MPT"), Bucks County Oncoplastic Institute, LLC (the
"Seller"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D., M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and DSI Facility
Development LLC are parties to that certain Purchase and Sale Agreement dated
March 3, 2005 (the "Purchase Agreement"), relating to the development of a
hospital and adjoining medical office building in Bucks County, Pennsylvania
(the "Real Property"). Section 2.5 of the Purchase Agreement provides that, as
an alternative to a lease arrangement, MPT may, at its option, elect an
alternative structure for the transaction. Please let this letter serve as a
notice of MPT's election to structure the transaction initially as a ground
lease of land and a construction loan and mortgage. A separate MPT finance
company will make the construction loan. The land will be ground leased by two
different MPT landlords pursuant to two leases, one for the hospital and one
for the medical office building. Seller will be the tenant under each lease.
Each lease will also include the granting of an option to MPT to acquire the
improvements for the loan balance allocable thereto at the end of the
construction term.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D. and M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are defined to be
"Principals" under the Purchase Agreement. We would like to amend the Purchase
Agreement, in its entirety, by adding G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. as a Principal.
Furthermore, Section 6.10 of the Purchase Agreement provides that MPT shall
make cash advances to the Seller in amounts up to One Million Six Hundred
Thousand and No/100 Dollars ($1,600,000.00) for costs associated with the
acquisition and development of the Real Property. We would like to amend
Section 6.10 of the Purchase Agreement by changing said amount from One Million
Six Hundred Thousand and No/100 Dollars ($1,600,000.00) to One Million Nine
Hundred Eighty-Five Thousand and No/100 Dollars ($1,985,000.00). We would like
to further amend Section 6.10 of the Purchase Agreement to provide that Two
Hundred Sixty-Two Thousand Five Hundred and No/100 Dollars ($262,500.00) of
such cash advance amount may be used to fund the escrow deposit required under
the Real Estate Sales Contract (as defined in the Purchase Agreement),
it being agreed that, from and after the date of such advance to fund said
escrow deposit, MPT shall have all rights of Seller with respect to the return
and application of such escrow deposit as are provided under the Real Estate
Sales Contract and the documentation ancillary thereto. We would like to amend
Section 6.11(d) of the Purchase Agreement to include a maximum liability amount
for G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. of Three Hundred Eighty-Five Thousand and
No/Dollars ($385,000.00). We would also like to amend Section 8.2(j) of the
Purchase Agreement to include G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. as a person approved by
MPT as a pro-rata personal guarantor of Seller's working capital line of
credit, and, such pro-rata guarantee of G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. shall not
exceed 33% of the Seller's working capital line of credit. Finally, we would
like to clarify that any advances made pursuant to Section 6.10 of the Purchase
Agreement shall bear interest as provided therein from the date of such advance.
Section 8.1 of the Purchase Agreement provides that the Closing shall occur on
April 30, 2005. We would like to amend the Purchase Agreement by extending said
date from April 30, 2005 to June 30, 2005. Section 9.1 of the Purchase
Agreement provides that the transactions contemplated by the Purchase Agreement
may be terminated by the Seller if certain conditions have not been satisfied on
or before May 31, 2005 or by MPT if certain conditions have not been satisfied
on or before by May 31, 2005. We would like to amend the Purchase Agreement by
extending said dates from May 31, 2005 to June 30, 2005.
Please indicate your acceptance of the election described in the first
paragraph of this letter and the above-described amendments to the Purchase
Agreement by signing a copy of this letter in the space below and returning it
to us. Upon our receipt of your executed letter, the Purchase Agreement shall
be amended as described above and the parties shall proceed with the
alternative structure outlined above. This letter may be executed in multiple
counterparts, all of which together shall constitute one instrument.
Sincerely,
MPT OPERATING PARTNERSHIP, L.P.
By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Director, EVP & COO
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MPT OF BUCKS COUNTY HOSPITAL, L.P.
By: MPT OF BUCKS COUNTY HOSPITAL, LLC
Its: GENERAL PARTNER
By: MPT OPERATING PARTNERSHIP, L.P.
Its: SOLE MEMBER
By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Director, EVP & COO
ACCEPTED AND AGREED TO:
BUCKS COUNTY ONCOPLASTIC INSTITUTE, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
Its: Chief Manager
Dated:
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DSI FACILITY DEVELOPMENT, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
Its: Chief Manager
Dated:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
Dated:
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/s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Dated:
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The undersigned agrees to the election and amendments set forth in this letter.
Upon execution hereof, the undersigned shall become a "Principal" as defined in
the Purchase Agreement and agrees to be bound by all provisions of the Purchase
Agreement applicable to Principals, including, without limitation, the
provisions of Section 11 of the Purchase Agreement.
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
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G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
Dated:
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