HCR3 8K 061015 Exh 10.1


EXHIBIT 10.1


AMENDMENT TO
PURCHASE AND SALE AGREEMENT


THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of the 10th day of June, 2015, by those parties identified on the signature page (“Buyer”), and LAPORTE RETIREMENT L.L.C., HOBART RETIREMENT L.L.C., NILES RETIREMENT L.L.C., ELKHART RETIREMENT L.L.C., CW LLC, EASTLAKE L.L.C., each an Indiana limited liability company (“Sellers”).


W I T N E S S E T H:


Buyer and Sellers entered into that certain Purchase and Sale Agreement effective as of March 23, 2015 (the “Purchase Agreement”).  Capitalized terms not defined herein shall have the meaning given to them in the Purchase Agreement.  Buyer and Seller desire to amend the Purchase Agreement as herein set forth.


NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:


1.Indemnification.  Section 9(c) of the Purchase Agreement shall be revised as follows:


		
	a.
	In Section 9(c)(i), after the first instance of the phrase “the Closing Date”, the following shall be inserted: “and on the Closing Date prior to the deemed effective time of the Closing”.




		
	b.
	In Section 9(c)(iv), after the phrase “the Closing Date”, the following shall be inserted: “and on the Closing Date prior to the deemed effective time of the Closing”.




2.Full Force and Effect.  Except as specifically provided herein, the Purchase Agreement is unchanged and remains in full force and effect.


3.Counterparts; Facsimile Execution.  This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.  This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.




[Signatures on following page]











IN WITNESS WHEREOF, Sellers have executed this Agreement effective as of the day and year first set forth above.


“SELLERS”


	
					
	LAPORTE RETIREMENT L.L.C., an Indiana limited liability company
	 
	HOBART RETIREMENT L.L.C., an Indiana limited liability company

	 
	 
	 
	 
	 

	By:
	/s/ STEVEN L. GARATONI                 
	 
	By:
	/s/ STEVEN L. GARATONI                 

	 
	Steven L. Garatoni, Sole Member
	 
	 
	Steven L. Garatoni, Sole Member

	 
	 
	 
	 
	 

	ELKHART RETIREMENT L.L.C., an Indiana limited liability company
	 
	NILES RETIREMENT L.L.C., an Indiana limited liability company

	 
	 
	 
	 
	 

	By:
	/s/ STEVEN L. GARATONI                 
	 
	By:
	/s/ STEVEN L. GARATONI                 

	 
	Steven L. Garatoni, Sole Member
	 
	 
	Steven L. Garatoni, Sole Member

	 
	 
	 
	 
	 

	EASTLAKE L.L.C., an Indiana limited liability company
	 
	CW LLC,  an Indiana limited liability company

	 
	 
	 
	 
	 

	By:
	/s/ STEVEN L. GARATONI                 
	 
	By:
	/s/ STEVEN L. GARATONI                 

	 
	Steven L. Garatoni, Sole Member
	 
	 
	Steven L. Garatoni, Sole Member














[Signatures continue on following page]











	
				
	BUYER: 
	 
	 
	 

	 
	 
	 
	 

	GAHC3 Hobart IN ALF, LLC

	GAHC3 LaPorte IN ALF, LLC

	GAHC3 Niles MI ALF, LLC

	GAHC3 Elkhart IN ALF, LLC

	GAHC3 Elkhart IN ILF, LLC

	GAHC3 Mishawaka IN ALF, LLC

	 

	Each of the above Buyers being a Delaware limited 
liability company

	 

	For each of the above Buyers, by:

	GAHC3 Mountain Crest Senior Housing Portfolio, LLC
a Delaware limited liability company, the sole member of each
of the entities shown above

	 

	By:   Griffin-American Healthcare REIT III Holdings, 
LP, its Sole Member


By:   Griffin-American Healthcare REIT III, Inc. 
its General Partner



	 
	 
	 
	 

	 
	By:
	/s/ CORA LO              
	 

	 
	Name:
	Cora Lo                       
	 

	 
	Its:
	Secretary
	 














[Signatures continue on following page]









	
				
	BUYER: 
	 
	 
	 

	 
	 
	 
	 

	GAHC3 Hobart IN ALF TRS Sub, LLC

	GAHC3 LaPorte IN ALF TRS Sub, LLC

	GAHC3 Niles MI ALF TRS Sub, LLC

	GAHC3 Elkhart IN ALF TRS Sub, LLC

	GAHC3 Elkhart IN ILF TRS Sub, LLC

	GAHC3 Mishawaka IN ALF TRS Sub, LLC

	 

	Each of the above Buyers being a Delaware limited 
liability company

	 

	For each of the above Buyers, by:

	GAHC3 Mountain Crest Senior Housing Portfolio, LLC
a Delaware limited liability company, the sole member of each
of the entities shown above

	 

	By:   Griffin-American Healthcare REIT III Holdings, 
LP, its Sole Member


By:   Griffin-American Healthcare REIT III, Inc. 
its General Partner



	 
	 
	 
	 

	 
	By:
	/s/ CORA LO              
	 

	 
	Name:
	Cora Lo                       
	 

	 
	Its:
	Secretary