Exhibit 10.35
SECOND AMENDMENT TO
ASSET AND REAL ESTATE PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET AND
REAL ESTATE PURCHASE AGREEMENT (this “Amendment”),
dated as of December 28, 2004, is entered into by and between
Baldwin/Green Acres, Limited Partnership, an Ohio limited
partnership (“Seller”), and RE 2 Kenton, Inc., an Ohio
corporation (“Buyer”);
WHEREAS, Seller and Buyer have
entered into that certain Asset and Real Estate Purchase Agreement,
dated March 31, 2004, as amended by that certain First
Amendment to Asset and Real Estate Purchase Agreement, dated
April 26, 2004 (collectively the “Agreement”),
pursuant to which the Seller has agreed to sell, and the Buyer has
agreed to purchase the Premises (the
“Transaction”);
WHEREAS, the purchase price set forth
in the Agreement does not accurately reflect the understanding of
the parties;
WHEREAS, pursuant to the Agreement,
the closing for the Transaction is scheduled for May 21,
2004;
WHEREAS, Seller and Buyer acknowledge
that certain conditions to closing could not be completed by
May 21, 2004 and the parties wish to extend the closing date
to on or before December 30, 2004;
WHEREAS, Seller and Buyer still
desire to effect the Transaction;
NOW, THEREFORE, in consideration of
the premises, agreements, covenants, representations and warranties
set forth herein and other good and valuable consideration, the
receipt and adequacy of all of which are forever acknowledged and
confessed, the parties hereto, intending to be legally bound
hereby, agree as follows:
9. The recitals to the Agreement
set forth under the heading “WITNESSETH” shall be
amended and restated in their entirety as follows:
WHEREAS, Seller owns a building that
is a nursing home and the related real estate located at 117
Jacob-Parrot Boulevard, Kenton, Ohio, (the
“Premises”);
WHEREAS, Seller leased the Premises
to Baldwin Manor, Inc. (“Baldwin Manor”), pursuant to
that certain Lease Agreement (the “Lease”) dated
January 25, 1996 by and between Seller and Baldwin Manor,
Inc., as amended by that certain Amendment to Lease dated
April 26, 1996 (the “Lease”);
WHEREAS, an affiliate of Seller,
Green Acres Nursing Homes, Inc. (“Green Acres”),
entered into a Purchase Agreement (the “Green Acres/Baldwin
Purchase Agreement”) with Baldwin Manor on January 25,
1996 whereby Baldwin Manor purchased Green Acres’
assets;
WHEREAS, Baldwin Manor subsequently
assigned the Lease to Tandem Health Care of Ohio, Inc., an Ohio
corporation (“Tandem Ohio”), pursuant to that certain
Assignment and Assumption of Lease and Opinion, dated
January 31, 2000 (the “Baldwin Assignment”);
WHEREAS, Tandem Ohio currently
subleases the Premises to Tandem Health Care of Kenton Inc.
(“Sublessee”);
WHEREAS, Buyer would like to purchase
the Premises;
WHEREAS, the partners of Seller have
determined th
