Fifth Amendment to Agreement of Sale



 Exhibit 10.6 
 FIFTH AMENDMENT TO 
 AGREEMENT OF SALE AND PURCHASE 

This Fifth Amendment to Agreement of Sale and Purchase (the “Amendment”) is entered into as of the 1st day
of July, 2013, by and between JEFFERSON EQUITY PARTNERS, LLC, a Tennessee limited liability company (“JEP”), OAK HILL PARTNERS, LLC, a Tennessee limited liability company (“OHP”),
KNOXVILLE EQUITY PARTNERS, LLC, a Tennessee limited liability company (“KEP”), and EMORY DEVELOPMENT PARTNERS, LLC, a Tennessee limited liability company, (“EDP”; JEP, OHP, KEP and EDP
being each referred to as a “Seller” and collectively as the “Sellers”), and CHP PARTNERS, LP a Delaware limited partnership (“Purchaser”). Sellers and Purchaser are
sometimes collectively referred to herein as the “Parties”. 
 WITNESSETH: 

WHEREAS, Purchaser and Sellers are parties to that certain Purchase Agreement of Sale and Purchase having an Effective Date of
April 3, 2013, as amended by that certain First Amendment to Agreement of Sale and Purchase dated April 30, 2013, and as further amended by that certain Second Amendment to Agreement of Sale and Purchase dated May 10, 2013 and as
further amended by that certain Third Amendment to Agreement of Sale and Purchase dated May 13, 2013, and as further amended by that certain Fourth Amendment to Agreement of Sale and Purchase dated May 15, 2013 (collectively, the
“Agreement”) wherein Sellers agreed to sell to Purchaser, and Purchaser agreed to purchase from Sellers, the Portfolio (as such term is defined in the Agreement); and 

WHEREAS, JEP has reached an agreement to purchase Unit 101, Unit 102, and Unit 203 in the JEP Building with the owners thereof;
and 
 WHEREAS, the Parties wish to add Unit 101, Unit 102, and Unit 203 to the Portfolio. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows: 
 1. Deletion of Section 7.1(o). Section 7.1(o) is hereby deleted in its
entirety, provided however, Seller hereby covenants and agrees to terminate those certain financing statements filed with the Tennessee Secretary of State as instruments 209033507 and 208055384, together with all amendments and extensions thereto
and all counterparts thereof of record in the land records or other public records, within ten (10) business days following Closing. This provision shall survive Closing. 
 2. Addition of Unit 101. The following Section 12.22 is added to the Agreement: 
 12.22 Unit 101. The Parties agree and acknowledge that as of the Effective Date, Seller does not own Unit 101, but rather has only a contractual right to purchase Unit 101 and that the
Parties intend that Sellers shall acquire fee title to Unit 101 prior to Closing. Accordingly, the Parties agree and acknowledge that none of the representations made by Sellers hereunder shall be effective with respect to Unit 101 as of the
Effective Date. If JEP acquires fee title to Unit 101 prior to the Closing Date and delivers a 







 
certificate to Purchaser making the same representations with respect to Unit 101 that the Sellers have made in Section 6.1 with respect to the Portfolio (the “JEP Unit 101
Closing Certificate”), then, subject to Purchaser’s rights as set forth elsewhere in the Agreement, Purchaser shall be obligated to take title to Unit 101. In the event that JEP does not own Unit 101 as of the Closing Date or is
not willing to deliver the JEP Unit 101 Closing Certificate, each of JEP and Purchaser shall have the right to terminate this Agreement with respect to Unit 101 only (but not with respect to the remainder of the Portfolio), in which event the
Purchase Price shall be reduced by the amount of Seven Hundred Seventy Five Thousand and No/100 dollars ($775,000.00) and the Parties rights with respect to the remainder of the Portfolio shall be unaffected. JEP shall be obligated to deliver a JEP
Unit 101 Closing Certificate unless JEP has a bona fide, good faith belief that any representation set forth in Section 6.1 is untrue. While the representations contained herein are not to be deemed to apply to Unit 101 prior to the date on
which Sellers acquire title to Unit 101, in the event that Purchaser discovers any state of facts which would make any representation from any Seller untrue were such representation to be applicable to Unit 101, then Purchaser shall have the right
to terminate this Agreement with respect to Unit 101 only (but not with respect to the remainder of the Portfolio), in which event the Purchase Price shall be reduced by the amount of Seven Hundred Seventy Seven Thousand Five Hundred and No/100
dollars ($777,500.00) and the Parties rights with respect to the remainder of the Portfolio shall be unaffected. At all times prior to Closing, Sellers shall reasonably cooperate with Purchaser in Purchaser’s due diligence investigations with
respect to Unit 101, and shall use commercially reasonable efforts to cause BP to reasonably cooperate with Purchaser in Purchaser’s due diligence investigations with respect to Unit 101. To the extent that Seller obtains Seller’s
Actual Knowledge of any material fact or condition relating to Unit 101 which would (i) make any representation untrue were such representation applicable to Unit 101, or (ii) the existence of which Seller could reasonably
anticipate would impact Purchaser’s desire to acquire title to Unit 101, Seller shall promptly disclose such fact or condition to Purchaser in writing. 
 3. Addition of Unit 102. The following Section 12.23 is added to the Agreement: 
 12.23 Unit 102. The Parties agree and acknowledge that as of the Effective Date, Seller does not own Unit 102, but rather has only a contractual right to purchase Unit 102 and that the
Parties intend that Sellers shall acquire fee title to Unit 102 prior to Closing. Accordingly, the Parties agree and acknowledge that none of the representations made by Sellers hereunder shall be effective with respect to Unit 102 as of the
Effective Date. If JEP acquires fee title to Unit 102 prior to the Closing Date and delivers a certificate to Purchaser making the same representations with respect to Unit 102 that the Sellers have made in Section 6.1 with respect to the
Portfolio (the “JEP Unit 102 Closing Certificate”), then, subject to Purchaser’s rights as set forth elsewhere in the Agreement, Purchaser shall be obligated to take title to Unit 102. In the event that JEP does not own
Unit 102 as of the Closing Date or is not willing to deliver the JEP Unit 102 Closing Certificate, each of JEP and Purchaser shall have the right to terminate this Agreement with respect to Unit 102 only (but not with respect to the remainder of the
Portfolio), in which event the Purchase Price shall be reduced by the amount of Two Million Four Hundred Two Thousand Five Hundred and No/100 dollars ($2,402,500.00) 







 
and the Parties rights with respect to the remainder of the Portfolio shall be unaffected. JEP shall be obligated to deliver a JEP Unit 102 Closing Certificate unless JEP has a bona fide, good
faith belief that any representation set forth in Section 6.1 is untrue. While the representations contained herein are not to be deemed to apply to Unit 102 prior to the date on which Sellers acquire title to Unit 102, in the event that
Purchaser discovers any state of facts which would make any representation from any Seller untrue were such representation to be applicable to Unit 102, then Purchaser shall have the right to terminate this Agreement with respect to Unit 102 only
(but not with respect to the remainder of the Portfolio), in which event the Purchase Price shall be reduced by the amount of Two Million Four Hundred Thousand and No/100 dollars ($2,400,000.00) and the Parties rights with respect to the remainder
of the Portfolio shall be unaffected. At all times prior to Closing, Sellers shall reasonably cooperate with Purchaser in Purchaser’s due diligence investigations with respect to Unit 102, and shall use commercially reasonable efforts to cause
MC to reasonably cooperate with Purchaser in Purchaser’s due diligence investigations with respect to Unit 102. To the extent that Seller obtains Seller’s Actual Knowledge of any material fact or condition relating to Unit 102
which would (i) make any representation untrue were such representation applicable to Unit 102, or (ii) the existence of which Seller could reasonably anticipate would impact Purchaser’s desire to acquire title to Unit 102,
Seller shall promptly disclose such fact or condition to Purchaser in writing. 
 4. Addition of Unit 203. The
following Section 12.24 is added to the Agreement: 
 12.24 Unit 203. The Parties agree
and acknowledge that as of the Effective Date, Seller does not own Unit 203, but rather has only a contractual right to purchase Unit 203 and that the Parties intend that Sellers shall acquire fee title to Unit 203 prior to Closing. Accordingly, the
Parties agree and acknowledge that none of the representations made by Sellers hereunder shall be effective with respect to Unit 203 as of the Effective Date. If JEP acquires fee title to Unit 203 prior to the Closing Date and delivers a certificate
to Purchaser making the same representations with respect to Unit 203 that the Sellers have made in Section 6.1 with respect to the Portfolio (the “JEP Unit 203 Closing Certificate”), then, subject to Purchaser’s
rights as set forth elsewhere in the Agreement, Purchaser shall be obligated to take title to Unit 203. In the event that JEP does not own Unit 203 as of the Closing Date or is not willing to deliver the JEP Unit 203 Closing Certificate, each of JEP
and Purchaser shall have the right to terminate this Agreement with respect to Unit 203 only (but not with respect to the remainder of the Portfolio), in which event the Purchase Price shall be reduced by the amount of Nine Hundred Twenty Seven
Thousand Five Hundred and No/100 dollars ($927,500.00) and the Parties rights with respect to the remainder of the Portfolio shall be unaffected. JEP shall be obligated to deliver a JEP Unit 203 Closing Certificate unless JEP has a bona fide, good
faith belief that any representation set forth in Section 6.1 is untrue. While the representations contained herein are not to be deemed to apply to Unit 203 prior to the date on which Sellers acquire title to Unit 203, in the event that
Purchaser discovers any state of facts which would make any representation from any Seller untrue were such representation to be applicable to Unit 203, then Purchaser shall have the right to terminate this Agreement with respect to Unit 203 only
(but not with respect to the remainder of the Portfolio), in which event the Purchase Price shall be reduced by the 







 
amount of Nine Hundred Twenty Five Thousand and No/100 dollars ($925,000.00) and the Parties rights with respect to the remainder of the Portfolio shall be unaffected. At all times prior to
Closing, Sellers shall reasonably cooperate with Purchaser in Purchaser’s due diligence investigations with respect to Unit 203, and shall use commercially reasonable efforts to cause Aceland to reasonably cooperate with Purchaser in
Purchaser’s due diligence investigations with respect to Unit 203. To the extent that Seller obtains Seller’s Actual Knowledge of any material fact or condition relating to Unit 203 which would (i) make any representation
untrue were such representation applicable to Unit 203, or (ii) the existence of which Seller could reasonably anticipate would impact Purchaser’s desire to acquire title to Unit 203, Seller shall promptly disclose such fact or
condition to Purchaser in writing. 
 5. Surviving Purchase Right. The following Section 12.25 is
added to the Agreement: 
 “12.25 Surviving Purchase Right. In the event that Seller does not
acquire title to Unit 101, Unit 102, Unit 203, Unit 204, or Unit 205 (each an “Additional Unit”) but then acquires title to any such Additional Unit on or prior to July 31, 2013, then Purchaser may in its sole and
absolute discretion elect to purchase said Additional Unit and Seller shall be obligated to sell such Additional Unit to Purchaser upon the terms herein provided. The terms of this Section 12.25 shall survive Closing. 

(a) Additional Unit Purchase Price. The purchase price for such Additional Unit shall be equal to the amount
by which the Purchase Price was reduced at Closing due to Seller not having acquired title to such Additional Unit prior to Closing as provided for in Sections 12.20, 12.21, 12.22, 21.23, and 12.24, as
applicable (each, an “Additional Unit Purchase Price”). 
 (b) Additional Unit
Closing Date. The closings for such Additional Units (each, an “Additional Unit Closing”) shall take place on or before August 16, 2013 or such other time as agreed to by the parties. 

(c) Seller’s Additional Unit Closing Deliveries. Seller shall be obligated to deliver to Purchaser at
each Additional Unit Closing the following: (i) Deed; (ii) an Assignment of Leases and Service Contracts; (iii) a certificate of non-foreign status; (iv) a Bill of Sale; (v) a Title Affidavit; (vi) a closing statement
itemizing the Additional Unit Purchase Price and all adjustments thereto; (vii) an Association Estoppel regarding such Unit; (viii) a Tenant Estoppel relating to any then current Lease for such Additional Unit or portion thereof; and
(ix) a certificate to Purchaser making the same representations with respect Such and Additional Unit that the Sellers have made in Section 6.1 with respect to the Portfolio. 

(d) Purchaser’s Additional Unit Closing Deliveries. Purchaser shall be obligated to deliver to Seller
at each Additional Unit Closing the applicable Additional Unit Purchase Price via wired funds for the benefit of Seller. 







 (e) Treatment of Additional Unit Transactions. Each
acquisition of an Additional Unit at an Additional Unit Closing shall be treated as part of the Purchaser’s acquisition of the Portfolio and subject to the terms of this Agreement.” 

6. Amendment to Exhibit A. The description of the JEP Units in Exhibit A is amended to read as follows: 

All units of the Jefferson Medical Commons Condominium, 120 Hospital Drive, Jefferson City, TN as described in the Jefferson Master Deed
(the “JEP Units”). 
 7. Amendment to Schedule 3.3. Schedule 3.3 to the Agreement is replaced by
Schedule 3.3 attached to this Amendment. 
 8. Additional Defined Terms. The following additional Defined
Terms are added to Article 1 of the Agreement: 
 “Additional Unit” shall have the
meaning set forth in Section 12.25. 
 “Additional Unit Closing” shall have the
meaning set forth in Section 12.25. 
 “Additional Unit Purchase Price” shall have
the meaning set forth in Section 12.25. 
 “BP” shall mean Byrdbrain Properties,
G.P., a Tennessee general partnership. 
 “JEP Unit 101 Closing Certificate” shall have
the meaning set forth in Section 12.22. 
 “JEP Unit 102 Closing Certificate” shall
have the meaning set forth in Section 12.23. 
 “JEP Unit 203 Closing Certificate”
shall have the meaning set forth in Section 12.24. 
 “JEP Unit 204 Closing
Certificate” shall have the meaning set forth in Section 12.21. 
 “MCP” shall
mean Mossy Creek Properties, G.P., a Tennessee general partnership. 
 “Unit 101” shall
mean condominium unit 101 in the JEP Building. 
 “Unit 102” shall mean condominium unit
102 in the JEP Building. 
 “Unit 203” shall mean condominium unit 203 in the JEP
Building. 
 9. Amended Defined Terms. The following Defined Terms are amended in their entirety to read as
follows: 







 “Purchase Price” shall mean shall mean Fifty-Nine
Million Five Hundred Seven Thousand Five Hundred Dollars ($59,507,500.00), inclusive of the Earnest Money, and which shall be adjusted or reduced at Closing pursuant Articles VIII and/or XII of this Agreement. 

10. Ratification. All of the terms, covenants, conditions, representations and warranties set forth in the Agreement
shall continue in full force and effect and are hereby ratified and affirmed. 
 11. Counterparts. This
Fourth Amendment may be executed in two or more counterparts, either electronically or manually, and manually-executed counterparts may be delivered in faxed or scanned electronic form, each of which (whether originally executed or such a faxed or
scanned electronic document) shall be deemed an original, and all of which together shall constitute one and the same instrument. In making proof of this Fourth Amendment, it shall not be necessary to produce or account for more than one counterpart
hereof signed by each of the parties. 
 Signatures on following page 







 IN WITNESS WHEREOF, Sellers and Purchaser have executed this Fourth Amendment
effective as of the day and year written above. 
  

					
	PURCHASER:
	
	CHP PARTNERS, LP, a Delaware limited partnership
	
	By: CHP GP, LLC, a Delaware limited liability company., its general partner
	
	By: CNL Healthcare Properties, Inc., a Maryland corporation, its sole member
			
		 	By:	 	 /s/ Tracey B. Bracco

		 	Name:	 	 Tracey B. Bracco

		 	Title:	 	 Vice President

		 	Date:	 	 6-27-13










 
			
		 	SELLERS:
	
	JEFFERSON EQUITY PARTNERS, LLC, a Tennessee limited liability company,
		
	By:	 	 /s/ Norman T. Brinkman

	Title:	 	 Managing Member

	Date:	 	 6-27-13

	
	KNOXVILLE EQUITY PARTNERS, LLC, a Tennessee limited liability company,
		
	By:	 	 /s/ Norman T. Brinkman

	Title:	 	 Managing Member

	Date:	 	 6-27-13

	
	EMORY DEVELOPMENT PARTNERS, LLC, a Tennessee limited liability company,
		
	By:	 	 /s/ Norman T. Brinkman

	Title:	 	 Managing Member

	Date:	 	 6-27-13

	
	OAK HILL PARTNERS, LLC, a Tennessee limited liability company,
		
	By:	 	 /s/ Norman T. Brinkman

	Title:	 	 Managing Member

	Date:	 	 6-27-13










 SCHEDULE 3.3 

ALLOCATION OF PURCHASE PRICE AND EARNEST MONEY 
 [Intentionally Omitted]