SECOND AMENDMENT TO AGREEMENT TO PROVIDE
ADMINISTRATIVE
SERVICES TO AN ADULT HOME
THIS AGREEMENT is made and entered into as
effective of the 1st day of January, 1997 (the
"Effective Date") by and between Painted Post
Partners, as successor in interest to P. Xxxxx
Xxxx and Xxxxxx X. Xxxx (the "Operator") and
Emeritus Corporation ("Emeritus").
RECITALS
A. The Operator and Emeritus are parties to
that Agreement to Provide Administrative Services
to an Adult Home dated October 23,1995, as amended
by First Amendment to Agreement to Provide
Administrative Services to Adult Home dated , 1996
(the "Agreement") with respect to that assisted
living facility located at 000 Xxxxxxxxx Xxxxx,
Xxxxxxx Xxxx, Xxx Xxxx and commonly known as Green
Xxxxxxx--Painted Post (the
"Facility").
B. The Agreement provides for a term which
expires on October 19,1997.
C. The Operator and Emeritus are interested
in amending the Agreement in order to tie the term
of the Agreement to the term of the Lease under
which the Operator has possession of the Facility.
D. The Agreement provides that it can be
amended by written agreement signed by the
parties.
NOW, THEREFORE, in consideration of the
foregoing premises and the mutual
covenants of the parties set forth herein, IT IS
HEREBY AGREED AS FOLLOWS:
AGREEMENT
1. Article IV of the Agreement is hereby
deleted in its entirety and the following inserted
in lieu thereof:
IV. TERM OF AGREEMENT: The term of this
Agreement shall commence on October 20, 1995
(the "Commencement Date") and shall terminate
upon the expiration or sooner termination of
the term (which shall include the initial
term and any renewal terms which may be
exercised thereunder) of that Lease Agreement
dated as of September 1,1996 between Health
Care Property Investors, Inc., as lessor, and
Painted Post Partners, as successor in
interest to P. Xxxxx Xxxx and Xxxxxx X. Xxxx,
unless sooner terminated upon the occurrence
of an Event of Default.
2. The first full paragraph of Article IX is
hereby deleted in its entirety and the following
inserted in lieu thereof:
IX. Fee: Emeritus acknowledges and agrees
that from the Commencement Date to the date
of this Second Amendment to Agreement to
Provide Administrative Services to Adult
Homes, it has received a monthly fee equal to
$ 15,000. Owner and Emeritus agree that from
and after the Effective Date hereof, Emeritus
shall receive a monthly fee equal to $20,000
for the period from January 1,1997 to
December 31,1997 and thereafter the fee shall
be reviewed annually and shall be such amount
as may be agreed upon by Owner and Emeritus
during such annual review; provided, however,
that in the event Owner and Emeritus are
unable to agree upon a fee, the fee shall be
increased, but not decreased, on each
anniversary of the Effective Date (the
"Adjustment Date") by the percentage change
in the Consumer Price Index All Cities
(1984=100) (the "CPI") from the Effective
Date to the Adjustment Date. In the event of
a decrease in the CPI from the Effective Date
to the Adjustment Date, the fee shall remain
fixed at the amount in effect on the
Adjustment Date until the next Adjustment
Date on which an increase in the CPI occurs.
3. Article XI is hereby revised to provide
that the address for notices for each of Emeritus
and the Operator shall be as follows:
Emeritus Corporation 0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Director of Acquisitions
Painted Post Partners
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxx X. Xxxxxxxxxx,
General Partner
4. Except as specifically set forth herein,
the Agreement shall remain in full force and
effect as originally executed by the parties
thereto.
IN WITNESS WHEREOF, the parties hereby
execute this Agreement as of the day and year
first set forth above.
PAINTED POST PARTNERS
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------
Its: Partner
By: /s/ Xxxxxx X. Xxxx
--------------------------
Its: Partner
EMERITUS CORPORATION
By: Xxxxxxx X. Xxxxxxxxxx
-------------------------
Its: President
