SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT is made
and entered into as of the 31st day of December, 1996, by and
among PLANTATION ASSOCIATES, L.P., a Delaware limited partnership
("Seller"), CAREY DEAN ERWIN, an Oregon resident ("Purchaser"),
and WHITE SANDS TRUST, L.L.C., an Oregon limited liability
company ("Assignee").
RECITALS
A. Seller and Purchaser are parties to that Purchase and
Sale Agreement dated as of November 1, 1996 (the "Purchase
Agreement"), as amended by that First Amendment to Purchase and
Sale Agreement dated as of November 14, 1996 (the "First
Amendment"), pursuant to which Seller has agreed to sell and
Purchaser has agreed to purchase the 100 bed long term care
facility commonly known as Plantation Care Center and located in
Salem, Oregon (the "Facility").
B. Seller and Purchaser desire to further amend the
Purchase Agreement to (i) reflect properly the general partner of
the Seller as WelCare Service Corporation - V; (ii) reflect the
assignment by Purchaser of his rights, duties and obligations as
purchaser to Assignee; and (iii) reflect the assumption by
Assignee of all of the rights, duties, and obligations of
Purchaser under the Purchase Agreement.
AGREEMENT
1. Pursuant to Section 22 of the Purchase Agreement,
Purchaser hereby assigns, transfers and conveys all of his
rights, title and interest in and to the Purchase Agreement to
Assignee. Assignee hereby accepts such assignment and agrees to
accept and perform all of the obligations of Purchaser
thereunder.
2. The signature block for Plantation Associates, L.P. is
hereby amended to substitute WelCare Service Corporation - V as
the General Partner of Seller.
3. The representations and warranties contained in Section
8 of the Purchase Agreement are hereby updated by Assignee to the
date hereof.
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IN WITNESS WHEREOF, the parties hereby execute this Second
Amendment as of the day and year first set forth above.
PLANTATION ASSOCIATES,
LIMITED PARTNERSHIP
By: WelCare Service Corporation - V
Its: General Partner
By: __________________
Its: __________________
WHITE SANDS TRUST, L.L.C.
By: _______________________
Its: Managing Member
____________________________
Carey Dean Erwin
