BETWEENLease Agreement • November 7th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Mississippi
EX 10.73.1 EXHIBIT APurchase Agreement • March 30th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
WAIVER, CONSENT AND AMENDMENT TO -------------------------------- MANAGEMENT AGREEMENT -------------------- This Waiver, Consent and Amendment to Management Agreement (this "Agreement") is made this 1st day of May 2002 by and among Emeritus Management...Management Agreement • August 14th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
RECITALSPurchase and Sale Agreement • November 7th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
B. The parties desire to extend the Maturity Date, divide the Note into two separate promissory notes, to be referred to as Note A and Note B, as hereinafter defined, and to amend certain other covenants, terms and conditions of the Agreement. AgreementLoan Agreement • March 28th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
EXHIBIT 4.4. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 30, 1999, is made and entered into by and among Emeritus Corporation, a Washington corporation (the "Company"), and Saratoga Partners IV,...Registration Rights Agreement • January 14th, 2000 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This lease ("Lease") is entered into on February 21, 2002 between Sacramento -------------------- County Assisted, LLC ("Landlord"), and RAL, Inc. ("Tenant"), with reference to the following facts:Lease • August 14th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
EX 10.73.2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made and entered into this 30th day of December 1997, between WEGMAN FAMILY LLC, a New York limited liability company with an office at 550 Latona Road, Bldg. A,...Assignment and Assumption Agreement • March 30th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
R E C I T A L S: - - - - - - - -Shareholders' Agreement • January 14th, 2000 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
THE LIMITED LIABILITY COMPANY CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE STATE BLUE SKY STATUTES IN THE VARIOUS STATES WHERE THE INTEREST(S) MAY BE OFFERED, AND MAY NOT BE SOLD,...Operating Agreement • May 15th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This Second Amendment to Lease Agreement ("Second Amendment") is made effective as of June 30, 2003 (the "Effective Date") by and between HCRI EDDY POND PROPERTIES TRUST, a business trust organized under the laws of the State of Massachusetts...Lease Agreement • November 7th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO ASSISTED LIVING FACILITY This Agreement made as of the 1st day of May, 2002, by and between HB-ESC II, LLC, a Washington limited liability company ("Licensee") and Emeritus Corporation, a Washington...Emeritus Corp\wa\ • August 14th, 2002 • Services-nursing & personal care facilities
This Agreement dated as of this 30th day of September, 2003 is between Emeritus Corporation, a Washington corporation ("Emeritus"), Emeritus Management LLC and Emeritus Management I LP (collectively with Emeritus, the "Managers"), and the Sellers as...Master Agreement • October 14th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
PLEDGE AGREEMENT THIS AGREEMENT is made and entered into as of this 16th day of March, 2004, by EMERITUS CORPORATION, a Washington corporation ("Borrower") for the benefit of U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"). RECITALS: A. Concurrently with...Pledge Agreement • May 13th, 2004 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AGREEMENTPurchase and Sale Agreement • April 12th, 2004 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
EXHIBIT (d)(2) EMERITUS CORPORATION AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION LETTER AGREEMENTLetter Agreement • May 9th, 2001 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AGREEMENT ---------Preferred Stock Purchase Agreement • January 14th, 2000 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO ASSISTED LIVING FACILITY This Agreement made as of the 16th day of February, 2003, by and between Royalton/Kent, LLC, a Washington limited liability company ("Licensee") and Emeritus Corporation, a...Emeritus Corp\wa\ • March 30th, 2004 • Services-nursing & personal care facilities
AMENDED AND RESTATED AGREEMENT TO PROVIDE ACCOUNTING AND CONSULTING SERVICES TO CALIFORNIA ASSISTED LIVING FACILITIES This Agreement made as of the 31st day of December, 2001, by and between Regent Assisted Living, Inc., an Oregon corporation...Agreement • August 14th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
SECTION 2.2. Successors and Assigns. The provisions of this Agreement ---------------------- shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no assignment of...Investment Agreement • January 14th, 2000 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
BETWEENLoan Agreement • October 14th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
and AURORA BAY INVESTMENTS, L.L.C. Dated as of January 7,1998 CREDIT AGREEMENTCredit Agreement • March 30th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN ASSISTED LIVING FACILITY (YORK, SOUTH CAROLINA)Emeritus Corp\wa\ • March 30th, 1998 • Services-nursing & personal care facilities • Washington
hcri\Emeritus-SPE\mortgage\Louisville - 27 - 8/25/03 hcri\Emeritus- SPE\mortgage\Louisville 8/25/03 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND THIS INSTRUMENT PREPARED BY: LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND...Emeritus Corp\wa\ • November 7th, 2003 • Services-nursing & personal care facilities
THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made and entered into effective as the 28th day of August, 2003 (the "Effective Date") by EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington ("Mortgagor"), having its chief executive office at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("Mortgagee"), having its principal office at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475. A. Mortgagor is the owner of a leasehold interest in the Real Property (defined below). Mortgagor intends to operate, directly or through its subsidiaries, an assisted living facility, as described on Exhibit C, attached hereto and made a part hereof, at the Real Property (the "Facility") and is the tenant of the Facility pursuant to a Lease Agreement between HCRI S
TERM LOAN AGREEMENT Dated: As of May 1, 1997 Between EMERITUS PROPERTIES V, INC. ("Borrower") and FLEET NATIONAL BANK ("Lender") $26,000,000 TERM LOAN SECURED BY PROPERTY LOCATED IN NEW PORT RICHEY, ENGLEWOOD AND ALTAMONTE SPRINGS, FLORIDA LOAN...Term Loan Agreement • July 14th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS GUARANTY dated as of the 21st day of August, 2002 (the "GUARANTY") is made by the EMERITUS CORPORATION, a Washington corporation, with an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (referred to herein as the...Guaranty • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
The undersigned have duly executed this Guaranty as of the date and year first above written. EMERITUS CORPORATION, a Washington corporation
This credit agreement is made and entered into as of the 16th day of March, 2004, by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S. Bank"), and EMERITUS CORPORATION, a Washington corporation ("Borrower"). Words and...Credit Agreement • May 13th, 2004 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
Exhibit 10.1 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this "Agreement"), dated as of May 31, 2001, is made by and between EMERITUS PROPERTIES II, INC., EMERITUS PROPERTIES V, INC., EMERITUS PROPERTIES VII, INC., each a Washington corporation (the...Extension Agreement • July 18th, 2001 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants of the parties set forth herein, IT IS HEREBY AGREED TO AS FOLLOWS: AGREEMENT 1. ENGAGEMENT OF ACORN. RALLC does hereby retain Acorn to provide the Marketing Services...Marketing Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
EX 10.79.1 THIS NOTE AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER...Emeritus Corp\wa\ • March 30th, 1998 • Services-nursing & personal care facilities
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN ASSISTED LIVING FACILITYAgreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
RECITALSFirst Amendment • May 16th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
NOTEEmeritus Corp\wa\ • November 7th, 2003 • Services-nursing & personal care facilities
$3,100,000.00 August 28, 2003 Seattle, Washington FOR VALUE RECEIVED, EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington ("Borrower"), shall pay to the order of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("Lender"), the principal sum of Three Million One Hundred Thousand Dollars ($3,100,000.00), or so much thereof as shall have been advanced to Borrower, with interest on so much thereof as shall from time to time be outstanding at the rate of interest set forth below, until fully paid. 1. Definitions. ----------- "Business Day" means any day which is not a Saturday or Sunday or a public holiday under the laws of the United States of America or the State of Ohio. "Closing Date" means the date of the first disbursement of proceeds under this Note. "Collateral Document" means the Mortgage and any other document providing security for or guarantee of repayment of this Note. "Commencement Date" means [i] the C
191. Letters of Credit ------------------- . The parties acknowledge that Lessor or an Affiliate of Lessor currently holds and will hold certain letters of credit delivered or hereafter required to be delivered by Lessee and/or Lessee's Affiliates...Emeritus Corp\wa\ • March 29th, 2002 • Services-nursing & personal care facilities
EXHIBIT B LEASE CONCESSIONS/DEVIATIONS NoneEmeritus Corp\wa\ • November 8th, 2002 • Services-nursing & personal care facilities • Illinois
