FIRST AMENDMENT TO INDEMNITY AGREEMENT
THIS AGREEMENT is made and entered into
effective as of the 1st day of January, 1997 (the
"Effective Date") by and between Painted Post
Partners (the "Partnership") and Emeritus
Corporation (the "Emeritus").
RECITALS
A. The Partnership and Emeritus are parties
to that Undertaking and Indemnity Agreement dated
November 3,1996 (the "Indemnity Agreement")
pursuant to which Emeritus agreed to provide
certain indemnities to the Partnership in
connection with the operation of those assisted
living facilities listed in Exhibit A to the
Indemnity Agreement (the "Facilities").
B. The Partnership has determined that it is
appropriate to provide Emeritus with certain
consideration in exchange for the risks and
obligations assumed by Emeritus under the
Indemnity Agreement.
C. The Indemnity Agreement provides that it
may be amended by written instrument signed by the
parties thereto.
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
Paragraph 1 is hereby amended to insert
the following language at the end
thereof.
In consideration for the obligations assumed
by Emeritus hereunder, the Partnership does
hereby agree to remit to Emeritus from time
to time as and when determined appropriate by
the Partnership's partners an amount equal to
the net pro its (as determined in accordance
with generally accepted accounting
principles), if any, of the Facilities. The
Partnership and Emeritus acknowledge and
agree that nothing herein shall be construed
as a representation or warranty by the
Partnership that the Facilities will generate
any or a specified amount of net profits at
any time during the term of this Agreement.
2. Except as specifically set forth herein,
the Indemnity 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
