Exhibit 10.8


 


THIS
FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND
TAX OR OTHER COUNSEL, BEFORE SIGNING.


 


CONTRACT TO BUY AND SELL REAL ESTATE

(COMMERCIAL)


 


Date:  MAY 13, 2003


 


1.  AGREEMENT.  Buyer agrees to buy and the undersigned
Seller agrees to sell the Property defined below on the terms and conditions
set forth in this contract.


 


2.  DEFINED
TERMS.


a. 
Buyer. 
Buyer, VAIL CLINIC INC., A TEXAS NONPROFIT CORPORATION, D/B/A VAIL
VALLEY MEDICAL CENTER, will take title to the real property described below IN
ITS CORPORATE NAME.


b. 
Property. 
The Property is the following legally described real estate:


i.              ALL PROPERTY RIGHTS IN AND TO THAT
CERTAIN TRACT OF LAND DEFINED AND DESCRIBED IN THE PLAT RECORDED DECEMBER 15,
1989, IN BOOK 519 AT PAGE 815, COUNTY OF EAGLE, STATE OF COLORADO (“THE REAL
PROPERTY”);


ii.             THE OFFICE BUILDING AND ALL OTHER
IMPROVEMENTS ON THE REAL PROPERTY, TOGETHER WITH THE PERSONAL PROPERTY SET
FORTH IN §3.a. BELOW (COLLECTIVELY, THE “IMPROVEMENTS”); AND


iii.            ALL RIGHTS OF SELLER AS LESSOR OR
LANDLORD UNDER LEASES OR TENANCEIS NOW IN EFFECT AS TO THE REAL PROPERTY OR
IMPROVEMENT (THE “TENANT LEASES,” TOGETHER WITH THE REAL PROPERTY AND
IMPROVEMENT, THE “PROPERTY”).


in the County of EAGLE,
Colorado,


	
  commonly known
  as No.

  	
  108 SOUTH
  FRONTAGE ROAD, WEST, VAIL, COLORADO 81657

  
	
   

  	
  Street
  Address

  	
  City

  	
  State

  	
  Zip

  



 


together with the interests,
casements, rights, benefits, improvements and attached fixtures appurtenant
thereto, all interest of Seller in vacated streets and alleys adjacent thereto,
except as herein excluded.


c. Dates and Deadlines.


 


	
  Item No.

  	
   

  	
  Reference

  	
   

  	
  Event

  	
   

  	
  Date or
  Deadline

  
	
  1

  	
   

  	
  § 5a

  	
   

  	
  Loan
  Application Deadline

  	
   

  	
  N/A

  
	
  2

  	
   

  	
  § 5b

  	
   

  	
  Loan
  Commitment Deadline

  	
   

  	
  JUNE 26,
  2003

  
	
  3

  	
   

  	
  § 5c

  	
   

  	
  Buyer’s
  Credit Information Deadline

  	
   

  	
  N/A

  
	
  4

  	
   

  	
  § 5c

  	
   

  	
  Disapproval
  of Buyer’s Credit Deadline

  	
   

  	
  N/A

  
	
  5

  	
   

  	
  § 5d

  	
   

  	
  Existing
  Loan Documents Deadline

  	
   

  	
  N/A

  
	
  6

  	
   

  	
  § 5d

  	
   

  	
  Objection to
  Existing Loan Deadline

  	
   

  	
  N/A

  
	
  7

  	
   

  	
  § 5d

  	
   

  	
  Approval of
  Loan Transfer Deadline

  	
   

  	
  N/A

  
	
  8

  	
   

  	
  § 6a

  	
   

  	
  Appraisal
  Deadline

  	
   

  	
  JUNE 12,
  2003

  
	
  9

  	
   

  	
  § 7a

  	
   

  	
  Title
  Deadline

  	
   

  	
  MAY 29, 2003

  
	
  10

  	
   

  	
  § 7a

  	
   

  	
  Survey
  Deadline

  	
   

  	
  JUNE 5, 2003

  
	
  11

  	
   

  	
  § 7b

  	
   

  	
  Document
  Request Deadline

  	
   

  	
  MAY 29, 2003

  
	
  12

  	
   

  	
  § 8a

  	
   

  	
  Title
  Objection Deadline

  	
   

  	
  JUNE 19,
  2003

  
	
  13

  	
   

  	
  § 8b

  	
   

  	
  Off-Record
  Matters Deadline

  	
   

  	
  MAY 29, 2003

  
	
  14

  	
   

  	
  § 8b

  	
   

  	
  Off-Record
  Matters Objection Deadline

  	
   

  	
  JUNE 26,
  2003

  
	
  15

  	
   

  	
  § 10

  	
   

  	
  Seller’s
  Property Disclosure Deadline

  	
   

  	
  MAY 29, 2003

  
	
  16

  	
   

  	
  § 10a

  	
   

  	
  Inspection
  Objection Deadline

  	
   

  	
  JUNE 26,
  2003

  
	
  17

  	
   

  	
  § 10b

  	
   

  	
  Resolution
  Deadline

  	
   

  	
  JULY 3, 2003

  
	
  18

  	
   

  	
  § 11

  	
   

  	
  Closing Date 

  	
   

  	
  JULY 28, 2003

  
	
  19

  	
   

  	
  § 16

  	
   

  	
  Possession
  Date

  	
   

  	
  UPON CLOSING

  
	
  20

  	
   

  	
  § 16

  	
   

  	
  Possession
  Time

  	
   

  	
  UPON CLOSING

  
	
  21

  	
   

  	
  § 28

  	
   

  	
  Acceptance Deadline Date

  	
   

  	
  MAY 21, 2003

  
	
  22

  	
   

  	
  § 28

  	
   

  	
  Acceptance Deadline Time 

  	
   

  	
  5 PM, MDT

  



 


d. 
Attachments. 
The following exhibits, attachments and addenda are a part of this
contract:


ADDENDUM.


e. 
Applicability of Terms.  A check or similar mark in a box means that
such provision is applicable.  The
abbreviation “N/A” means not applicable.


 


3.  INCLUSIONS
AND EXCLUSIONS.


a.  The Purchase Price includes the following
items (inclusions):


(1) 
Fixtures. 
If attached to the Property on the date of this contract, lighting,
heating, plumbing, ventilating, and air conditioning fixtures, inside telephone
wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom
systems, sprinkler systems and controls; and ALL OTHER FIXTURES, IF ANY.


(2) 
Other inclusion.  If on the Property whether attached or not on the date of this
contract: storm windows, storm doors, window and porch shades, awnings, blinds,
screens, window coverings, curtain rods, drapery rods, storage sheds, and all
keys.  Check applicable box(es) if
included: ý  Smoke/Fire
Detector,  ý  Security Systems; and SNOW REMOVAL AND
OTHER MAINTENANCE EQUIPMENT, IF ANY OWNED BY SELLER AND USED EXCLUSIVELY OR
PRIMARILY IN CONNECTION WITH THE PROPERTY, AND THE RIGHTS AND CONTRACTS SET
FORTH IN THE ADDENDUM ATTACHED HERETO.


 


1

















 


(3)  Trade Fixtures.   With
respect to trade fixtures, Seller and Buyer agree as follows: ALL TENANT TRADE
FIXTURES, IF ANY, SHALL REMAIN THE PROPERTY OF THE APPLICABLE TENANT(S).


b.  Instruments of Transfer.   The
Inclusions are to be conveyed at Closing free and clear of all taxes, liens and
encumbrances, except as provided in § 12. 
Conveyance shall be by bill of sale or other applicable legal
instrument(s) WITH WARRANTY OF TITLE.


c.  Exclusions.  The following
attached fixtures are excluded from this sale: 
ALL TENANT TRADE FIXTURES, IF ANY,
SHALL REMAIN THE PROPERTY OF THE APPLICABLE TENANT.


 


4.  PURCHASE
PRICE AND TERMS. 
The Purchase Price set forth below shall be payable in U. S. Dollars by
Buyer as follows:


 


	
  Item No.

  	
   

  	
  Reference

  	
   

  	
  Item

  	
   

  	
  Amount

  	
   

  	
  Amount

  	
   

  
	
  1

  	
   

  	
  § 4

  	
   

  	
  Purchase
  Price

  	
   

  	
  $

  	
  8,900,000

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  § 4a

  	
   

  	
  Earnest
  Money

  	
   

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  3

  	
   

  	
  § 4b

  	
   

  	
  New Loan

  	
   

  	
   

  	
   

  	
  $

  	
  7,900,000

  	
   

  
	
  4

  	
   

  	
  § 4c

  	
   

  	
  Assumption
  Balance

  	
   

  	
   

  	
   

  	
  $

  	
  N/A

  	
   

  
	
  5

  	
   

  	
  § 4d

  	
   

  	
  Seller or
  Private Financing

  	
   

  	
   

  	
   

  	
  $

  	
  N/A

  	
   

  
	
  6

  	
   

  	
  § 4e

  	
   

  	
  Cash at
  Closing

  	
   

  	
   

  	
   

  	
  $

  	
  990,000

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
  8,9000,000

  	
   

  	
  $

  	
  8,900,000

  	
   

  



 


a. 
Earnest Money. 
The Earnest Money set forth in this Section, in the form of check, is
part payment of the Purchase Price and shall be payable to and held by JAY K.
PETERSON, ATTORNEY, in its trust account, on behalf of both Seller and
Buyer.  The parties authorize delivery
of the Earnest Money deposit to the Closing Company, if any, at or before
Closing.


b. 
New Loan. 
Buyer shall obtain a new loan set forth in this Section as follows:  SEE ADDENDUM


c. 
Cash at Closing.  All amounts paid by Buyer at Closing including Cash at Closing,
plus Buyer’s closing costs, shall be in funds which comply with all applicable
Colorado laws, which include cash, electronic transfer funds, certified check,
savings and loan teller’s check and cashier’s check (Good Funds).


 


5.  FINANCING
CONDITIONS AND OBLIGATIONS.


 


SEE ADDENDUM


 


6.  APPRAISAL
PROVISIONS.


a. 
Appraisal Condition.  This subsection a. ý  Shall apply.


Buyer shall
have the sole option and election to terminate this contract if the Purchase
Price exceeds the Property’s valuation determined by an appraiser engaged by BUYER.  The contract shall terminate by Buyer giving
Seller written notice of termination and either a copy of such appraisal or
written notice from lender which confirms the Property’s valuation is less than
the Purchase Price, received on or before the Appraisal
Deadline (§ 2c).  If Seller
does not receive such written notice of termination on or before the Appraisal Deadline (§ 2c), Buyer waives any
right to terminate under this subsection.


b. Cost of Appraisal.  Cost of any appraisal to be obtained after
the date of this contract shall be timely paid by ý
Buyer.


 


7.  EVIDENCE
OF TITLE.


a. Evidence of Title; Survey.  On or before Title Deadline (§ 2c), Seller shall cause to be furnished to
Buyer, at Seller’s expense, a current commitment for owner’s title insurance
policy in an amount equal to the Purchase Price.  If a title insurance commitment is furnished, it ý
Shall commit to delete the
standard exceptions which relate to:


(1) parties in
possession,


(2) unrecorded
casements,


(3) survey
matters,


(4) any
unrecorded mechanics’ liens,


(5) gap period
(effective date of commitment to date deed is recorded), and


(6) unpaid
taxes, assessments and unredeemed tax sales prior to the year of Closing.


Any additional
premium expense to obtain this additional coverage shall be paid by ý
Seller.  The cost of any improvement location certificate or survey shall
be paid by One-Half by Buyer and One-Half by
Seller.  The improvement
location certificate or survey shall be received by Buyer on or before Survey Deadline (§ 2c).  Seller shall cause the title insurance
policy to be delivered to Buyer as soon as practicable at or after
Closing.  SEE ADDENDUM


b. 
Copies of Exceptions.  On
or before Title Deadline (§
2c).  Seller, at Seller’s expense, shall
furnish to Buyer, (1) a copy of any plats, declarations, covenants, conditions
and restrictions burdening the Property, and (2) if a title insurance
commitment is required to be furnished, and if this box is checked ý
Copies of any Other Documents (or,
if illegible, summaries of such documents) listed in the schedule of exceptions
(Exceptions).  Seller shall have the
obligation to furnish these documents on or before the Document Request Deadline (§ 2c).  This requirement shall pertain only to
documents as shown of record in the office of the clerk and recorder(s).  The title insurance commitment, together
with any copies or summaries of such documents furnished pursuant to this
Section, constitute the title documents (Title Documents).


 


8.  TITLE.


a.  Title
Review.  Buyer shall have the
right to inspect the Title Documents. 
Written notice by Buyer of unmerchantability of title or of any
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within
five (5) calendar days after receipt by Buyer of any Title Document(s) or
endorsement(s) adding new Exception(s) to the title commitment together with a
copy of the Title Document adding new Exception(s) to title.  If Seller does not receive Buyer’s notice by
the date(s) specified above, Buyer accepts the condition of title as disclosed
by the Title Documents as satisfactory.


b. Matters not Shown by the Public
Records.   Seller shall deliver to Buyer, on or before Off-Record Matters Deadline (§ 2c) true
copies of all lease(s) and survey(s) in Seller’s possession pertaining to the
Property and shall disclose to Buyer all


 


2

















 


easements, liens or other title matters not shown by the public records
of which Seller has actual knowledge. 
Buyer shall have the right to inspect the Property to determine if any
third party(ies) has any right in the Property not shown by the public records
(such as an unrecorded casement, unrecorded lease, or boundary line
discrepancy).  Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf of Buyer and given to Seller on or before Off-Record Matters Objection Deadline (§ 2c). 
If Seller does not receive Buyer’s notice by said date. Buyer accepts
title subject to such rights, if any, of third parties of which Buyer has
actual knowledge.


c.  Special Taxing Districts.  SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.  PROPERTY OWNERS IN SUCH DISTRICTS MAY BE
PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT
THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY
OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN
MILL LEVIES.  BUYER SHOULD INVESTIGATE
THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS
OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH
INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.


In the event the Property is located within a
special taxing district and Buyer desires to terminate this contract as a
result, if written notice is received by Seller on or before Off-Record Matters Objection Deadline (§ 2c), this contract shall then terminate.  If Seller does not receive Buyer’s notice by such date, Buyer
accepts the effect of the Property’s inclusion in such, special taxing
district(s) and waives the right to so terminate.


d.  Right to Cure. 
If Seller receives notice of unmerchantability of title or any other
unsatisfactory title condition(s) or commitment terms as provided in § 8 a or b above. Seller shall use
reasonable effort to correct said items and bear any nominal expense to correct
the same prior to Closing.  If such
unsatisfactory title condition(s) are not corrected on or before Closing, this
contract shall then terminate; provided, however, Buyer may, by written notice
received by Seller, on or before Closing, waive objection to such items.


e.  Title Advisory. 
The Title Documents affect the title, ownership and use of the Property
and should be reviewed carefully. 
Additionally, other matters not reflected in the Title Documents may
affect the title, ownership and use of the Property, including without
limitation boundary lines and encroachments, aren, zoning, unrecorded easements
and claims of easements, leases and other unrecorded agreements, and various
laws and governmental regulations concerning land use, development and
environmental matters.  THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE
UNDERLYING MINERAL ESTATE, AND TRANSFER OF THE SURFACE ESTATE DOES NOT
NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS.  THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS,
GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE
THEM RIGHTS TO ENTER AND USE THE PROPERTY.  Such matters may be excluded from the title insurance
policy.  Buyer is advised to timely
consult legal counsel with respect to all such matters as there are strict time
limits provided in this contract (e.g., Title
Objection Deadline [§ 2c] and Off-Record
Matters Objection Deadline [§ 2c]).


 


9.  LEAD-BASED PAINT. 
Unless exempt, if the improvements on the Property include one or more
residential dwelling(s) for which a building permit was issued prior to January
1, 1978, this contract shall be void unless a completed Lead-Based Paint Disclosure
(Sales) form is signed by Seller and the required real estate licensee(s),
which must occur prior to the parties signing this contract.


 


10.
PROPERTY DISCLOSURE AND INSPECTION. 
On or before Seller’s Property
Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a
written disclosure of adverse matters regarding the Property completed by
Seller to the best of Seller’s current actual knowledge.


a.  Inspection Objection Deadline. 
Buyer shall have the right to have inspection(s) of the physical
condition of the Property and Inclusions, at Buyer’s expense.  If the physical condition of the Property or
Inclusions is unsatisfactory in Buyer’s subjective discretion, Buyer shall, on
or before Inspection Objection Deadline (§
2c):


(1) notify Seller in
writing that this contract is terminated, or


(2) provide Seller with a
written description of any unsatisfactory physical condition which Buyer
requires Seller to correct (Notice to Correct).


If written notice is not received by Seller
on or before Inspection Objection Deadline (§
2c), the physical condition of the Property and Inclusions shall be
deemed to be satisfactory to Buyer.


b.  Resolution Deadline. 
If a Notice to Correct is received by Seller and if Buyer and Seller
have not agreed in writing to a settlement thereof on or before Resolution Deadline (§ 2c), this contract
shall terminate one calendar day following the Resolution Deadline, unless before such termination Seller
receives Buyer’s written withdrawal of the Notice to Correct.


c.  Damage; Liens; Indemnity. 
Buyer is responsible for payment for all inspections, surveys,
engineering reports or for any other work performed at Buyer’s request and
shall pay for any damage which occurs to the Property and Inclusions as a result
of such activities.  Buyer shall not
permit claims or liens of any kind against the Property for inspections,
surveys, engineering reports and for any other work performed on the Property
at Buyer’s request.  Buyer agrees to
indemnify, protect and hold Seller harmless from and against any liability,
damage, cost or expense incurred by Seller in connection with any such
inspection, claim, or lien.  This
indemnity includes Seller’s right to recover all costs and expenses incurred by
Seller to enforce this subsection, including Seller’s reasonable attorney
fees.  The provisions of this subsection
shall survive the termination of this contract.


 


11.  CLOSING. 
Delivery of deed(s) from Seller to Buyer shall be at Closing
(Closing).  Closing shall be on the date
specified as the Closing Date (§ 2c)
or by mutual agreement at an earlier date. 
The hour and place of Closing shall be as designated by MUTUAL
AGREEMENT OF BOTH BUYER AND SELLER.


 


12.  TRANSFER OF TITLE. 
Subject to tender or payment at Closing as required herein and compliance
by Buyer with the other terms and provisions hereof, Seller shall execute and
deliver (i) a good and sufficient general warranty deed to Buyer, at
Closing, conveying the Property free and clear of all taxes except the general
taxes for the year of Closing.  Except
as provided


 


3

















 


herein, title shall be conveyed
free and clear of all liens, including any governmental liens for special
improvements installed as of the date of Buyer’s signature hereon, whether
assessed or not.  Title shall be
conveyed subject to:


a.  those specific Exceptions described by
reference to recorded documents as reflected in the Title Documents accepted by
Buyer in accordance with § 8a [Title Review],


b.  distribution
utility easements,


c.  those
specifically described rights of third parties not shown by the public records
of which Buyer has actual knowledge and which were accepted by Buyer in
accordance with § 8b [ Matters Not Shown by the Public Records], and


d.  inclusion
of the Property within any special taxing district, and


e.  the
benefits and burdens of any declaration and party wall agreements, if any, and


f.  other
LEASE AGREEMENT(S) BY AND BETWEEN SELLER AND CURRENT TENANT(S).


 


13. 
PAYMENT OF ENCUMBRANCES.  Any
encumbrance required to be paid shall be paid at or before Closing from the
proceeds of this transaction or from any other source.


 


14. 
CLOSING COSTS; DOCUMENTS AND SERVICES.  Buyer and Seller shall pay, in Good Funds,
their respective Closing costs and all other items required to be paid at
Closing, except as otherwise provided herein. 
Buyer and Seller shall sign and complete all customary or reasonably
required documents at or before Closing. 
Fees for real estate Closing services shall be paid at Closing by ý One-Half by Buyer and One-Half by Seller.


The local
transfer tax of
                %
of the Purchase Price shall be paid at Closing by ý Seller. 
Any sales and use tax that may accrue because of this transaction shall
be paid when due by ý
Seller.


 


15. 
PRORATIONS. 
The following shall be prorated to Closing Date,  except as otherwise provided;


a. 
Taxes. 
Personal property taxes, if any, and general real estate taxes for the
year of Closing, based on ý
The Taxes for the Calendar Year Immediately Preceeding Closing


b. 
Rents. 
Rents based on ý
Rents Actually Received o
Accrued.  Security deposits held by
Seller shall be credited to Buyer. 
Seller shall assign all leases to Buyer and Buyer shall assume such
leases.


c. 
Other Prorations.  Water, sewer charges; and interest on continuing loan(s), if any;
and PREPAID FEES UNDER SERVICE CONTRACTS, IF ANY, TO BE ASSUMED BY BUYER AT
CLOSING.


d. 
Final  Settlement.  Unless otherwise agreed in writing, these
prorations shall be final.


 


16. 
POSSESSION. 
Possession of the Property shall be delivered to Buyer on Possession Date and Possession Time (§ 2c).  subject to the following lease(s) or
tenancy(s):  ALL TENANT LEASES THEN IN
EFFECT


 


 


If Seller,
after Closing, fails to deliver possession as specified, Seller shall be
subject to eviction and shall be additionally liable to Buyer for payment of $
2000 per day from the Possession Date (§ 2c)
until possession is delivered.


 


17. 
NOT ASSIGNABLE.  This
contract shall not be assignable by Buyer without Seller’s prior written
consent.  Except as so restricted, this
contract shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of the parties.


 


18. 
CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS.  Except as otherwise provided in this
contract, the Property, Inclusions or both shall be delivered in the condition
existing as of the date of this contract, ordinary wear and tear excepted.


a. 
Casualty; Insurance.  In the event the Property or Inclusions shall be damaged by fire
or other casualty prior to Closing, in an amount of not more than ten percent
of the total Purchase Price, Seller shall be obligated to repair the same
before the  Closing Date (§ 2c). 
In the event such damage is not repaired within said time or if the
damages exceed such sum, this contract may be terminated at the option of Buyer
by delivering to Seller written notice of termination.  Should Buyer elect to carry out this
contract despite such damage, Buyer shall be entitled to a credit, at Closing,
for all the insurance proceeds resulting from such damage to the Property and
inclusions payable to Seller but not the owners’ association, if any, plus the
amount of any deductible provided for in such insurance policy, such credit not
to exceed the total Purchase Price.


b. 
Damage; Inclusions; Services.  Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing,
etc.) fail or be damaged between the date of this contract and Closing or
possession, whichever shall be earlier, then Seller shall be liable for the
repair or replacement of such inclusion(s) or service(s) with a NEW unit of
similar size and quality, or an equivalent credit, less any insurance proceeds
received by Buyer covering such repair or replacement.


c. 
Walk-Through; Verification of Condition.  Buyer, upon reasonable notice, shall have
the right to walk through the Property prior to Closing to verify that the
physical condition of the Property and Inclusions complies with this contract.


 


19. 
RECOMMENDATION OF LEGAL AND TAX COUNSEL.  By signing this document, Buyer and Seller
acknowledge that this document has important legal consequences and EACH HAS
UNDERTAKEN SUCH consultation with legal and tax or other counsel before signing
this contract AS IT DEEMS NECESSARY OR DESIRABLE.


 


20. 
TIME OF ESSENCE AND REMEDIES.  Time
is of the essence hereof.  If any note
of check received as Earnest Money hereunder or any other payment due hereunder
is not paid, honored or tendered when due, or if any other obligation hereunder
is not performed or waived as herein provided, there shall be the following
remedies:


a.  If
Buyer is in Default:


o            (1)  Specific
Performance.


 


4

















 


 


ý            (2) Liquidated Damages.  All payments and things of value received
hereunder shall be forfeited by Buyer and retained on behalf of Seller and both
parties shall thereafter be released from all obligations hereunder.  It is agreed that such payments and things
of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are
SELLER’S SOLE AND ONLY REMEDY for Buyer’s failure to perform the obligations of
this contract.  Seller expressly waives
the remedies of specific performance and additional damages.


b.  If
Seller is in Default: 
Buyer may elect to treat this contract as canceled, in which case all
payments and things of value received hereunder shall be returned and Buyer may
recover such damages as any be proper, or Buyer may elect to treat this
contract as being in full force and effect and Buyer shall have the right to
specific performance or damages, or both.


c. 
Costs and Expenses.  In the event of any arbitration or litigation relating to this
contract, the arbitrator or court shall award to the prevailing party all
reasonable costs and expenses, including attorney fees.


 


21. 
OMITTED


 


22. 
EARNEST MONEY DISPUTE.  Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any controversy
regarding the Earnest Money and things of value held by broker or Closing
Company (unless mutual written instructions are received by the holder of the
Earnest Money and things of value), broker or Closing Company shall not be
required to take any action but may await any proceeding, or at broker’s or
Closing Company’s option and sole discretion, may interplead all parties and
deposit any moneys or things of value into a court of competent jurisdiction
and shall recover court costs and reasonable attorney fees.


 


23. 
TERMINATION. 
In the event this contract is terminated, all payments and things of
value received hereunder shall be returned and the parties shall be relieved of
all obligations hereunder, subject to §§ 10c and 22.


 


24. 
ADDITIONAL PROVISIONS.  (The language of these additional provisions
has not been approved by the Colorado Real Estate Commission.)


SEE ADDENDUM
ATTACHED HERETO.


 


25. 
ENTIRE AGREEMENT;  SUBSEQUENT
MODIFICATION;  SURVIVAL.  This contract constitutes the entire
contract between the parties relating to the subject hereof, and any prior
agreements pertaining thereto, whether oral or written, have been merged and
integrated into this contract.  No
subsequent modification of any of the terms of this contract shall be valid,
binding upon the parties, or enforceable unless made in writing and signed by
the parties.  Any obligation in this
contract which, by its terms, is intended to be performed after termination or
Closing shall survive the same.


 


26. 
FACSIMILE. 
Signatures ý May be
evidenced by facsimile.  Documents with
original signatures shall be provided to the other party at Closing, or earlier
upon the request of any party.


 


27. 
NOTICE. 
Any notice to Buyer shall be effective when received by Buyer and any
notice to Seller shall be effective when received by Seller.


 


28. 
NOTICE OF ACCEPTANCE; COUNTERPARTS.  This proposal shall expire unless accepted
in writing, by Buyer and Seller, as evidenced by their signatures below, and
the offering party receives notice of acceptance pursuant to § 27 on or before
Acceptance Deadline Date and Acceptance Deadline Time (§2c).  If accepted, this document shall become a
contract between Seller and Buyer.  A
copy of this document may be executed by each party, separately, and when each
party has executed a copy thereof, such copies taken together shall be deemed
to be a full and complete contract between the parties.


 


[SIGNATURES
ON NEXT PAGE]


 


5

















 


BUYER:


VAIL CLINIC INC.,


A TEXAS NONPROFIT CORPORATION,


D/B/A VAIL VALLEY MEDICAL
CENTER


 


 


	
  BY:

  	
   /s/
  Edward D. O’Brien

  	
   

  
	
  NAME:

  	
   Edward
  D. O’Brien

  	
   

  
	
  TITLE:

  	
   Chairman,
  Board of Directors

  	
   

  
					



 


Date of Buyer’s Signature:  May 13, 2003


 


Buyer’s Address:  181 West Meadow Drive, Vail, Colorado 81657


 


Buyer’s Telephone No:  (970) 479 7272 Buyer’s Fax No: (970) 479
7192


 


SELLER:


VAIL 108 LIMITED.,


A COLORADO LIMITED PARTNERSHIP


 


 


	
  BY:

  	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  
	
  TITLE:

  	
   

  	
   

  
	
   

  
	
  Date of
  Seller’s Signature:

  	
   

  	
   

  
	
   

  
	
  Seller’s
  Address:

  	
   

  	
   

  
	
   

  
	
  Seller’s
  Telephone No:

  	
   

  	
   

  	
  Seller’s Fax
  No:

  	
   

  	
   

  
												



 


6

















 


ADDENDUM TO


CONTRACT TO BUY AND SELL REAL ESTATE


(COMMERCIAL)


DATED: MAY 13, 2003


 


SELLER: VAIL 108 LIMITED,


A COLORADO LIMITED PARTNERSHIP


 


BUYER: VAIL CLINIC INC.,


A TEXAS NONPROFIT CORPORATION,


D/B/A VAIL VALLEY MEDICAL CENTER


 


ADDITONAL PROVISIONS


 


The following provisions modify
the terms of the above-referenced Contract. 
In the event of conflict the terms of this Addendum control over the
provisions of the main body of the Contract.


 


CONTINUATION
OF SECTION 4:


 


b.  New Loan. Buyer shall obtain a new loan on
terms and conditions acceptable to Buyer in its sole discretion in an amount
not in excess of $7,900,000.  Whether
said terms and conditions are acceptable to Buyer shall be within the sole and
exclusive discretion of the Buyer, and may include, without limitation, an
unsecured loan, a loan secured in whole or in part by the Property or a loan
where the lender’s recourse is solely to the Property in the event of a
default.


 


CONTINUATION
OF SECTION 5:


b. Loan Commitment.  This Contract is conditioned upon Buyer
obtaining a written loan commitment on terms and conditions acceptable to Buyer
in its sole discretion as further set forth in the foregoing continuation of
Section 4.b.  This condition shall be
deemed waived unless Seller receives from Buyer, no later than Loan Commitment
Deadline (§ 2c), written notice of Buyer’s inability to obtain such loan
commitment.  If Buyer so notifies
Seller, this contract shall terminate.


 


CONTINUATION
OF SECTION 7.a.:


a.
Survey.  On or before the Survey
Deadline, Seller shall furnish to Purchaser a current ALTA/ACSM land title
survey (“Survey”) prepared by a land surveyor licensed in the State of Colorado
and acceptable to Buyer.  The Survey
shall be certified to Seller, Buyer, Buyer’s lender, if applicable, and the
Title Company and performed on the Property and shall show thereon the correct
legal description; acreage and square footage; location of all fences, hedges
or walls on or within two (2) feet of all sides of all boundaries of the
Property; all boundary line dimensions; the dimension and location of all
improvements; any and all ditches, easements, rights-of-way, and adjacent
roadways, if any; and the location of all visible utilities on the Property and
all underground utilities for which there is visible surface evidence and any
other items reasonably requested by Purchaser or its lender.  The Survey shall reflect all exceptions to
title (where applicable) as reflected on the title commitment and shall
disclose that a physical inspection on the Property revealed no improvements
situated upon or adjacent to the Property are the subject of any encroachments,
and that no easements or rights-of-way have been physically violated in any
respect.  In the event the items
reflected in the Survey are not in conformance with the provisions of this
paragraph and written notice of Purchaser’s objections is received by Seller on
or before the Title Objection Deadline, then such defects shall be treated as
any other Title Defect under the Contract. 
Costs of such Survey shall be shared equally, as set forth in the
Contract.


 


CONTINUATION
OF SECTION 24


 


(a)           BOARD APPROVAL.  This Contract to Buy and Sell Real
Estate (Commercial) shall be subject to approval of the Board of Directors of
Buyer.  If Buyer gives written notice to
Seller that the Board has not approved the Contract on or before the Inspection
Deadline, the Contract shall be terminated upon delivery to Seller of said
written notice and Section 23 of the Contract shall apply.  Buyer shall present this Contract to its
Board of Directors within thirty (30) days of the date of mutual execution
hereof by the Buyer and Seller.


 


(b)           LEASES.  Seller represents that each and every
existing lease (Tenant Lease) with respect to any portion of the portion of the
Property is in full force and effect in accordance with its written terms, and
that there are no defaults and no state of facts, which amount, or with the
passage of time or the giving of notice or both, would amount to a default for
any lease.  Seller further represents,
warrants and covenants that no tenant has made any payment or prepayment of
rent more than one month in advance for any month after Seller’s execution
hereof, and, prior to Closing, Seller shall accept no prepayments of rent for
more than the next ensuing month without Buyer’s express written
permission.  As part of the documents to
be supplied as off-record matters pursuant to Section 8.b. of the Contract,
Seller shall furnish to Buyer a complete and accurate rent roll and shall make
available to Buyer the complete lease files on all


 


7

















 


outstanding Tenant Leases.  Seller shall furnish to Buyer by the Closing
an Estoppel Certificate properly signed by each tenant in a form to be provided
by Buyer.  Seller further agrees that it
will not make or allow any changes in, modifications or extensions of the
leases prior to conveyance of the Property to Buyer pursuant to this
Contract.  Seller represents to Buyer
that no other leases encumber or affect the Property.  After execution hereof by Seller, Seller shall not enter into any
new Tenant Leases or optional renewals or extensions of existing Tenant Leases
without the prior written consent of Buyer while this Contract remains in
effect.


 


(c)           CONTINGENCIES.


 


(i)            This Contract and Buyer’s
performance hereunder are contingent upon Buyer’s satisfaction, in the exercise
of its sole and absolute discretion, with each of the following conditions:


 


A.            that all matters that affect the
title, ownership, survey, land use, physical condition, environmental, zoning
and use of the Property as proposed by Buyer after Closing are satisfactory to
Buyer, in Buyer’s sole and absolute discretion;


 


B.            that Seller has delivered by Buyer
evidence of Seller’s right, title and interest in and to the Property and
provided evidence that Seller has the authority and has obtained all necessary
consents, if any, to transfer the Property to Buyer in accordance with the
terms and provisions hereof;


 


C.            Buyer’s Board of Directors has
approved the terms and provisions of this Contract and the closing of the
transactions contemplated hereby;


 


D.            that Buyer has obtained a New Loan
or commitment on terms and conditions satisfactory to Buyer; and


 


E.             that Buyer is satisfied with the
terms and conditions of the existing Tenant Leases of the Property.


 


Unless Buyer notifies Seller in
writing on or before the Inspection Objection
Deadline, that Buyer is dissatisfied with one or more of the
conditions stated above, it shall be deemed conclusively that all or such conditions
are acceptable to Buyer and the foregoing contingencies are forever
waived.  If Buyer is dissatisfied with
one or more of the conditions stated above and such condition(s) is not
resolved on or prior to the Resolution
Deadline, Buyer shall have the right to (1) terminate this Contract
and all monies paid hereunder shall be immediately returned to Buyer, or (2)
extend any of the Deadlines in this Contract and the Closing Date for a
reasonable period of time, not to exceed thirty (30) days.


 


(e)           DELIVERIES BY SELLER.


 


(i)            To the extent such items are in
Seller’s control and possession, Seller covenants to deliver true, correct and
complete copies of the following (collectively herein referred to as the
“Delivery Items”) at its sole cost and expense to Buyer by the Off-Record
Matters Deadline:


 


A.            A complete inventory of all of the
personal property to be conveyed hereunder.


 


B.            A schedule and copies of all of the
service contracts, maintenance contracts, management agreements and all other
agreements affecting the operation or maintenance of the Property (hereinafter
referred to as the “Service Contracts”).


 


C.            Copies of all building permits,
licenses, certificates of occupancy and other similar documentation issued by
any governmental agency having jurisdiction over the Property which pertain to
the operation and occupancy of the Property, to the extent that such
documentation is in Seller’s control or possession or reasonably obtainable
by  Seller.


 


D.            Copies of all Tenant Leases now in
effect and all amendments thereto, and a copy of Seller’s current rent roll
regarding such leases.


 


E.             Copies of all surveys and all
environmental, engineering and soils, and any other reports and soil-bearing
test data with respect to the Property to the extent that any of the foregoing
are in Seller’s control or possession or reasonably available to Seller.


 


F.             Certificates of Insurance currently
in effect with respect to the Property, together with a statement of the
premiums payable with respect to such insurance.


 


G.            All utility bills for the Property
for the 12-month period prior to the date of this Contract.


 


8

















 


(ii)           On
or before the Off Record Matters Objection
Deadline, Buyer shall notify Seller as to which of the Service
Contracts Buyer requests to be terminated effective as of Closing. Seller
agrees that it will cause such termination effective as of the Closing of all
the Service Contracts so requested by Buyer. 
All of the Service Contracts which are not being terminated effective as
of the Closing pursuant to this procedure will be transferred and assigned by
Seller to Buyer at Closing by an assignment (hereinafter referred to as the
“Assignment of Service Contracts”).


 


(f)            REPRESENTATIONS AND WARRANTIES OF THE SELLER.  Seller hereby makes to Buyer the following
representations and warranties, which representations and warranties shall
inure to the benefit of any assignee of Buyer as permitted under this Contract:


 


(i)            Seller is a validly
formed Colorado limited partnership in good standing duly bound by the actions
and execution hereof by the individual executing this Contract on behalf of
Seller, and has the authority and power to enter into this Contract and to
consummate the transaction contemplated herein, and this Contract is a valid
and binding obligation of Seller enforceable in accordance with its terms.


 


(ii)           Neither the entering
into of this Agreement nor the consummation of the transaction contemplated
hereby will constitute or result in a violation or breach by Seller of any
judgment, order, writ, injunction or decree issued against or imposed upon
Seller, or to Seller’s knowledge will result in a violation or any applicable
law, order, rule or regulation of any governmental authority.


 


(iii)          Seller has the
unfettered right to occupy the Real Property free and clear of any options to
lease or purchase (other than rights to lease renewals set forth in the Tenant
Leases to be supplied to Buyer for review hereunder).  The Real Property has unfettered access to public roads or
streets and all utilities.  The Real
Property is a legally constituted lot, parcel or tract, established in
compliance with all applicable laws, ordinances and regulations.  Seller has not received any notice from any
governmental body (a) requiring it to make any material repairs or changes to
the Property or (b) giving notice of any material governmental actions
pending.  There is no action, proceeding
or litigation pending (or, to the best knowledge of the Seller, contemplated or
threatened): (i) to take all or any portion of the Property, or any interest
therein, by eminent domain; or (ii) to modify the zoning of, or other
governmental rules or restrictions applicable to, the Property or the use or
development thereof in any manner which could impair or prevent the current
uses thereof by the Buyer.  There are no
contracts or other obligations outstanding for the sale, exchange or transfer
of any of the Property.


 


(iv)          Seller is the sole owner
(both legal and equitable) of and has good and marketable title to the
Improvements and Inclusions free and clear of all mortgages, liens, security
interests, charges, claims, restrictions and other encumbrances of every kind,
except as may be fully satisfied and discharged at closing from the proceeds
otherwise due Seller.


 


(v)           Neither this Agreement,
nor anything to be done hereunder, including, without limitation, the transfer,
assignment and sale of the Property as herein contemplated, violates or shall
violate any written or oral contract, agreement or instrument to which Seller
is a party or which affects the Property or any part thereof.


 


(vi)          There is no action, suit
proceeding or investigation pending or threatened which would become a cloud on
the title to the Property or any portion hereof or which questions the validity
or enforceability of the transaction contemplated by this Agreement or which
does or will materially or adversely affect the Property.


 


(vii)         No approval, consent,
order or authorization of, or designation, registration or filing (other than
for recording purposes) with any governmental authority is required in
connection with the due and valid execution and delivery of this Agreement by
Seller, compliance with the provisions hereof by Seller, and consummation of
the transaction contemplated hereby by Seller.


 


(viii)        The present use and
operation of the Property as a commercial office building is authorized by and
in compliance with all existing zoning, land-use, building, fire, health,
labor, safety and other laws, ordinances, rules and regulation applicable to
the Property.


 


(ix)           Seller has complied
with all existing laws, ordinances, rules and regulations, including, without
limitation, those relating to zoning, land-use building, fire, health, labor
and safety, of any government or agency, body or subdivision thereof bearing on
the ownership, construction, use or operation of the Property as a commercial
office building including, without limitation the Americans With Disabilities
Act.


 


(x)            Except as may be
reflected on the rent roll and Tenant Leases delivered or otherwise made
available to Purchaser (A) there are no oral or written tenant occupancy leases
or rental agreements in force, (B) no person (other than the tenants named in
said rent toll and Tenant Leases) has any right of possession to the Property
or any part thereof, (C) except as shown on the rent rolls, no rent has been
paid in advance by any tenant, (D) except as shown on the rent rolls no tenant
has received or is entitled to receive a rent concession in connection with his
tenancy, or is entitled to any work not yet performed


 


9

















 


(other than ordinary
maintenance), or consideration not yet given in connection with his tenancy,
(E) except as shown on the rent rolls, no tenant or former tenant has any claim
against Seller for any security deposits or other deposits, (F) to Seller’s
knowledge, no tenant has, or as of the Closing Date will have, any defense or
offset to rent accruing after the Closing Date, and except as indicated on the
rent roll, to the best of Seller’s knowledge, there is no default by Seller or
tenant with respect to any leases or occupancy agreements.


 


(xi)           All Services Contracts are in full
force and effect, and there are no defaults in any Service Contracts and,
except for the Service Contracts, there are no other management, maintenance,
operating, service, leasing, commission or similar contracts affecting the
Property.


 


(xii)          Seller has no knowledge and has
received no notice from any governmental authority. that the Property contains,
any activity upon the Property has produced, or the Property has been used in
any manner (a) for the discharge, deposit, dumping or storage of, any hazardous
or toxic waste, materials or contamination, whether of soil, ground water, or
otherwise, in violation of any law, ordinance, rule or regulation, or (b) which
requires any reporting to any governmental authority.  Seller has not caused or permitted the discharge, deposit,
dumping or storage of, any hazardous or toxic waste, materials or contamination
to occur on the Property.  The Property
does not contain underground tanks of any type or any materials containing or
producing any polychlorinated biphenyls.


 


(xiii)         All policies of insurance currently
maintained by Seller with respect to the Property are current and in full force
and effect, and all premiums due thereunder have been paid.  No notice has been received by Seller from
any insurance company which issued any of said policies, stating that (A) any
of such policies will not be renewed or will be renewed at rates in excess of
those ordinary and customary for properties similar in size, location, age and
construction to the Property; or (B) the performance of work will be required
as a condition of continuation of coverage.


 


(xiv)        There are no unpaid amounts or
uncompleted contracts which could result in a mechanic’s lien against the
Property.


 


(xv)         The Property is connected to and
serviced by water, solid waste and sewage disposal, storm drainage and electricity
and gas facilities which are adequate for the present use and operation of the
Property as an office building and, to Seller’s knowledge, all of the foregoing
are in accordance with all applicable laws, ordinances, rules and regulations
of all public or quasi-public authorities having or claiming jurisdiction there
over.


 


(h)           ITEMS TO BE DELIVERED AT
CLOSING.  In addition, to
those documents to be delivered at Closing in accordance with §§3.b. and 12
above, Seller agrees to deliver the following items to Buyer at Closing:


 


(i)            A duly executed Assignment (the
“Assignment of Leases”) assigning to Buyers Seller’s interest as lessor in the
Tenant Leases, including the security deposits and any other deposits, together
with all original leases and all files relating to existing Tenant Leases along
with a signed certification, attached to a rent roll (current as of the Closing
Date), which will certify the accuracy of the information contained in the rent
roll.


 


(ii)           A duly executed Assignment from Seller
to Buyer of all third-party warranties with respect to the Improvements and
Inclusions together with all such original warranties.


 


(iii)          The Assignment of Service Contracts,
if any,. pursuant to which Seller will transfer and assign to Buyer all of its
interest in and to the Service Contracts which remain in effect after the
Closing Date.


 


(iv)          Evidence reasonably acceptable to
Buyer as to the due organization and existence of Seller and that those acting
for Seller have full authority to execute documents on behalf of Seller and
consummate this transaction in accordance with the terms of this Contracts as
modified through the Closing.


 


(v)           All original Service Contracts
remaining in effect after the Closing Date, and the current real estate and
personal property tax bills for the Property.


 


(vi)          A signed certificate from Seller
stating that Seller’s representations and warranties made in this Agreement are
true and correct as of the Closing Date.


 


(vii)         A Certificate that Seller is not a
foreign person or entity as defined in the Internal Revenue Code and Income Tax
Regulations; and a Colorado Form DR 1083 regarding Sellers status as a Colorado
resident.


 


(viii)        All keys to the Improvements, which
Seller or its agents have in their possession, property tagged for
identification.


 


10

















 


(i)            BROKERS.  Each of the parties hereto agrees to
indemnify and hold the other harmless from any and all broker’s and sales
agent’s commissions and fees, and for all costs and expenses, including
reasonable attorney fees, incurred in connection with any such claims, except
as to brokers or agents with whom such other party has contracted directly.


 


(j)            CONFIDENTIALITY.  Prior to Closing, the parties shall keep
this Agreement and its terms confidential and shall disclose information
regarding this transaction only to those persons who need such information in
order for the disclosing party to exercise its rights or perform its
obligations under this Contract


 


(k)           SURVIVAL.  All representations, warranties
and covenants made herein shall survive the Closing and conveyance of title
hereunder and remain enforceable thereafter.


 


(i)            BUSINESS DAYS.  If any deadline or time for action should
fall or expire on a Saturday, Sunday or legal or Colorado banking holiday, the
time for such action or the deadline shall be deemed to occur on the next
business day.


 


BUYER:


 


VAIL CLINIC INC.,


A TEXAS NONPROFIT CORPORATION,


D/B/A VAIL VALLEY MEDICAL
CENTER


 


 


	
  BY:

  	
  Edward D.
  O’Brien

  	
   

  
	
  NAME:

  	
  EDWARD D. O’BRIEN

  	
   

  
	
  TITLE:

  	
  CHAIRMAN -
  BOARD OF DIRECTORS

  	
   

  
				



 


SELLER:


 


VAIL 108 LIMITED,


A COLORADO LIMITED PARTNERSHIP


 


 


	
  BY:

  	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  
	
  GENERAL PARTNER

  	
   

  
				



 


11

















 


COUNTERPROPOSAL


 


June 18, 2003


 


Contract:                Proposed Contract to Buy and Sell Real
Estate (Commercial) dated May 13, 2003. 
(A copy is attached and marked as Exhibit “A”)


 


Seller:                     Vail
108 Limited, a Colorado Limited Partnership


 


Buyer:                    Vail
Clinic, Inc., a Texas nonprofit corporation d/b/a Vail Valley Medical Center


 


The
undersigned accepts the proposed contract subject to the following amendments:


 


1.             2.C. Dates and
Deadlines.


 


a)        Item
#2, Loan Commitment Deadline, July 24, 2003.


b)        Item
#8, Appraisal Deadline, July 24, 2003.


c)        Item
#9, Title Deadline, July 1, 2003.


d)        Item
#10, Survey Deadline, July 17, 2003.


e)        Item
#11, Document Request Deadline, July 1, 2003.


f)         Item
#12, Title Objection Deadline, July 10, 2003.


g)        Item
#13, Off Record Matters Deadline, July 10, 2003.


h)        Item
#14, Off Record Matters Objection Deadline, July 17, 2003.


i)         Item
#15, Seller’s Property Disclosure, not applicable.


j)         Item
#16, Inspection Objection Deadline, July 10, 2003.


k)        Item
#17, Resolution Deadline, July 17, 2003.


l)         Item
#18, Closing Date, August 28, 2003.


m)       Item
#21, Acceptance Deadline Date, June 27, 2003.


 


2.             The
Requirement under Section 10 of the proposed Contract requiring Seller to
provide the Buyer a written disclosure of adverse matters regarding the
Property is deleted.


 


3.             The
following paragraph shall be added to continuation of Section 24(a) of the
Addendum to Contract:


 


This Contract
to Buy and Sell Real Estate (Commercial) is to be subject to the approval of
the Board of Directors of Seller.  If
Seller gives written notice to Buyer that the Board has not approved the
Contract on or before the Inspection Deadline, the Contract shall be terminated
upon delivery to Buyer of said written notice and Section 23 of the Contract
shall apply.


 


4.             The
second sentence of Continuation of Section 24(b) of the Addendum to Contract
shall be amended to read in its entirety as follows:


 

















 


 


Seller further
represents, warrants and covenants that no tenant has made any payment or
prepayment of rent more than one month in advance for any month after Seller’s
execution hereof except as disclosed to Buyer on or before the Inspection
Objection Deadline, and prior to Closing, Seller shall accept no prepayments of
rent for more than next ensuing month without Buyer’s written permission.


 


5.             A
Paragraph F as set forth below shall be added to Continuation of Section 24(c):


 


F.             Seller shall deliver
to Buyer a lease agreement setting forth lease terms for a space occupied by
WestStar Bank.  Such term shall include
among other things, square footage, location in the building, lease rate and escalators,
initial term, options to extend and a right of WestStar Bank to terminate the
lease upon WestStar Bank’s inability to compete in the marketplace due to the
renovation of the building, change of ingress or egress to the building or
other changes made by the Buyer.  Such
right of termination shall include a reimbursement of WestStar Bank’s tenant
improvements, based upon a depreciated value.


 


6.             Section
(e)(ii) of Continuation of Section 24 of the Addendum to Contract shall be
deleted in its entirety.


 


7.             The
following sentence shall be deleted from Continuation of Section 24(f)(iii) of
the Addendum to Contract:


 


The Real
Property is a legally constituted lot, parcel or tract, established in
complience with all applicable laws, ordinances and regulations.


 


8.             Sections
(f)(viii) and (f)(ix) of Continuation of Section 24 of the Addendum to Contract
shall be deleted.


 


9.             Section
(f)(xi) of Continuation of Section 24 of the Addendum to Contract shall be
amended to read in its entirety:


 


(xi)        There are no
defaults in any service, management or similar contracts affecting the Property
for which Buyer has assumed liability.


 


10.           Section
(f)(xv) of Continuation of Section 24 of the Addendum to Contract shall be
deleted.


 


11.           Buyer agrees to cooperate with Seller, if so
requested by Seller, with a Tax Deferred Exchange under Section 1031 of the
United States Internal Revenue


 

















 


Code involving
the Property.  It is expressly
understood by the parties that Buyer shall incur no legal or other expense or
liability in such transaction.  The
involvement of this transaction in a tax-deferred exchange shall not in any way
delay or affect the obligation of the parties under this Contract or the dates
provided in this Contract including, but not limited to, the date of closing.


 


All other terms and conditions shall remain
the same.  This Counterproposal shall
expire unless accepted by Buyer and Seller as evidenced by their signatures
below and the offering party receives notice of acceptance on or before June
27, 2003.


 


	
   

  	
  Date:

  	
  June 26,
  2003

  	
   

  	
   

  	
   

  	
  Buyer: Vail
  Clinic, Inc., a

  
	
   

  	
   

  	
   

  	
  Texas
  nonprofit corporation,

  d/b/a Vail Valley Medical

  Center

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward
  D. O’Brien

  
	
   

  	
  Name:

  	
  EDWARD D.
  O’BRIEN

  
	
   

  	
  Title:

  	
  CHAIRMAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  June 19,
  2003

  	
   

  	
   

  	
  Seller: Vail
  108 Limited, a

  
	
   

  	
   

  	
  Colorado
  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E.B.
  Chester

  
	
   

  	
  Name:

  	
  E.B. CHESTER

  
	
   

  	
  Title:

  	
  CHAIRMAN,
  VAIL

  
	
   

  	
   

  	
  Banks, inc.
  successor

  in interest to Vail 108, LP.

  
								



 

















 





 


July 17, 2003


 


Bob Knous


Jay Peterson, Esq.


c/o Jay K. Peterson, Esq.


108 South Frontage Road, West


Vail, CO


 


Re:          Westar Bank Sale


 


Dear Bob and
Jay:


 


This confirms
my telephone agreement today with Bob to modify the Contract to Buy and Sell
Real Estate dated May 13, 2003, as amended by the Counterproposal dated June
18, 2003, as follows:


 


1.     All deadlines stated in Paragraph 2(c) falling on
July 17, 2003 are extended by two weeks from July 17, 2003 and the new
deadlines for such items are July 31, 2003.


2.     All deadlines stated in Paragraph 2(c) falling on
July 18, 2003 or thereafter through July 30, 2003) are extended to July 31,
2003.


 


Thank you for
your courtesy in this matter.  I would
appreciate it if you would obtain Mr. Chester’s signature so that we have a
clear record.


 


	
  Very truly
  yours,

  
	
   

  
	
  /s/ Edward
  D. O’Brien

  	
   

  
	
  Edward D.
  O’Brien

  	
   

  
	
  Chairman,
  Vail Clinic, Inc. dba

  
	
  Vail Valley
  Medical Center

  
	
   

  
	
  I AGREE WITH
  THE FOREGOING.

  
	
   

  
	
  /s/ E. B.
  Chester

  	
   

  
	
  Chairman,
  Vail Banks, Inc., Successor in

  
	
  Interest to
  Vail 108 LP

  
			



 


P.O. Box 40,000   •  Vail, Colorado 81658   •   970-476-2451


www.vvmc.com


 

















 


 





 


August 26, 2003


 


E. B. Chester


P. O. Box 3219


Avon, CO 81620


 


Re:          WestStar Bank Sale


 


Dear Mr. Chester:


 


This confirms my telephone
agreement, subject to your approval, with Bob Knous on August 25 to modify the
Contract to Buy and Sell Real Estate dated May 13, 2003, as amended by the
Counterproposal dated June 18, 2003, as follows:


 


1.     All
dates and deadlines stated in Paragraph 2(c), including those which have passed
as of August 25 but not including the “Closing Date”, are extended by one month
from August 25, 2003 and the new deadlines for such items are September 25,
2003.


2.     The
“Closing Date” stated in Paragraph 2(c) is extended to October 1, 2003.


3.     The
time period for Buyer to present this Contract and Counterproposal to the
Buyer’s Board of Directors stated in paragraph (a) of the Continuation of
Section 24 shall be extended to September 4, 2003.


 


Thank you for your courtesy in
this matter.  Would you please sign one
of the duplicate originals and return it to me in the addressed, stamped
envelope.


 


	
  Very truly
  yours,

  	
   

  
	
   

  	
   

  
	
  /s/ Edward
  D. O’Brien

  	
   

  
	
  Edward D.
  O’Brien

  	
   

  
	
  Chairman,
  Vail Clinic, Inc. dba

  
	
  Vail Valley
  Medical Center

  



 


I AGREE WITH THE FOREGOING.


 


	
  /s/ E. B.
  Chester

  	
   

  
	
  Chairman,
  Vail Banks, Inc., Successor in

  
	
  Interest to
  Vail 108 LP

  



 


P.O. Box 40,000   •   Vail, Colorado 81658   •   970-476-2451


www.vvmc.com


 

















 


 





 


September 9, 2003


 


E. B. Chester


P. O. Box 3219


Avon, CO 81620


 


Re:          WestStar Bank Sale


 


Dear Mr. Chester:


 


This confirms our agreement to
modify the Contract to Buy and Sell Real Estate dated May 13, 2003, as amended
by the Counterproposal dated June 18, 2003, as follows:


 


1.     All
dates and deadlines stated in Paragraph 2(c), including those which have passed
as of the date of this letter but not including the “Closing Date”, are
extended until November 4, 2003.


2.     The “Closing Date” stated
in Paragraph 2(c) is extended to a date not before November 5, 2003 and not
later than December 31, 2003 to be mutually agreed upon.  If the parties are unable to agree upon a
date, the Closing Date shall be December 31, 2003.


 


Thank you for your courtesy in
this matter.  Would you please sign one
of the duplicate originals and return it to me in the addressed, stamped
envelope.


 


	
  Very truly
  yours,

  	
   

  
	
   

  	
   

  
	
  /s/ Edward
  D. O’Brien

  	
   

  
	
  Edward D.
  O’Brien

  
	
  Chairman,
  Vail Clinic, Inc. dba

  
	
  Vail Valley
  Medical Center

  



 


I AGREE WITH THE FOREGOING.


 


	
  /s/ E.
  B.Chester

  	
   

  
	
  Chairman,
  Vail Banks, Inc., Successor in

  
	
  Interest to
  Vail 108 LP

  



 


 


P.O. Box 40,000  •  Vail, Colorado 81658  •  970-476-2451  •  www.vvmc.com


 

















 


CERTIFICATE


 


The
undersigned hereby represents and warrants that the representations and
warranties set forth in Section 24 (f)(i) through (xv) inclusive of the
Contract dated May 13, 2003 as modified by the Counterproposal dated June 18,
2003, are true and correct as of March 5, 2004.


 


 


	
  Dated:  March 5, 2004

  	
  WestStar
  Bank,

  
	
   

  	
  a State of
  Colorado Chartered Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan E.
  Godec,

  	
   

  
	
   

  	
   

  	
  Dan E.
  Godec,

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 

















 


AGREEMENT TO AMEND CONTRACT


 


Date: March 5, 2004


 


RE:  Contract to Buy and Sell Real Estate (Commercial) dated May 13,
2003, between VAIL CLINIC INC., A TEXAS NONPROFIT CORPORATION, D/B/A VAIL
VALLEY MEDICAL CENTER, (Buyer) and WESTSTAR BANK, A STATE CHARTERED COLORADO
BANK, AS SUCCESSOR IN INTEREST TO VAIL 108 LIMITED, A COLORADO LIMITED
PARTNERSHIP, (Seller), relating to the sale and purchase of the following
described real estate in the County of Eagle, Colorado:


 


VNB BUILDING, ACCORDING TO THE PLAT RECORDED


DECEMBER 15, 1989, IN BOOK 519 AT PAGE 815,


 


known as 108 South Frontage
Road, West, Vail, Colorado 81657 (Property).


 


Buyer and Seller hereby agree
to amend the aforesaid contract as follows:


 


1.             Section 4.  The Purchase Price shall be $8,700,000.


 


2.             Buyer shall deposit
$200,000 in a separate account to be maintained by Buyer, the funds of which
shall be used for the installation of a fire sprinkler system on the Property.


 


All other terms and conditions
of said contract shall remain the same.


 


BUYER:


VAIL CLINIC INC.,


A TEXAS NONPROFIT CORPORATION,


D/B/A VAIL VALLEY MEDICAL
CENTER


 


	
  BY:

  	
   

  	
  Thomas J.
  Zellers

  	
   

  	
   

  
	
   

  	
  Thomas J.
  Zellers, President and CEO

  	
   

  



 


SELLER:


WESTSTAR BANK,


A STATE CHARTERED COLORADO
BANK, AS SUCCESSOR IN INTEREST TO


VAIL 108 LIMITED,


A COLORADO LIMITED PARTNERSHIP


 


 


	
  BY: 

  	
   

  	
  Dan E. Godec

  	
   

  	
   

  
	
   

  	
  Dan E. Godec, President and CEO