FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 15 day of February, 2002
by and between Scottsdale Assisted LLC ("Owner") and Emeritus Corporation
("Manager").
RECITALS
A. Owner and Manager are parties to that Agreement to Provide Management
Services to Assisted Living Facility dated as of February 8, 2002 (the
"Management Agreement") with respect to an assisted living facility located in
Scottsdale, Arizona.
B. Owner and Manager are interested in amending the Management Agreement to
include a definition for the term "Facility Expenses" which is used, but not
defined, in the Management Agreement.
C. The Management Agreement provides that it can be amended by written
instrument signed by Owner and Manager.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants of the parties set forth herein, IT IS HEREBY AGREED AS FOLLOWS:
1. Section I(H) is hereby amended by deleting the 4th full sentence and
inserting the following in lieu thereof:
Withdrawals from the Facility Checking Account shall be made first to pay the
Management Fee, and, thereafter, to pay all costs and expenses associated with
the ownership or operation of the Facility (each a "Facility Expense" and any
two or more the "Facility Expenses") including, without limitation, any
principal and interest payments due in connection with any loan secured by a
mortgage on the Facility, payroll, insurance, supplies, services and taxes (but
excluding Manager's corporate and regional overhead and all federal, state and
local income taxes assessed against Owner), all in such order of priority as
Manager deems appropriate to the commercially reasonable operation of the
Facility; provided, however, if a lender providing financing for the facility
requires the Management Fee to be subordinated to debt service payments then
Manager will not pay the Management Fee unless and until such debt service has
been paid. Facility Expenses shall also include a pro rata portion of any
expenses incurred by Manager for the benefit of the Facility, as well as any
other facilities operated by Manager (the "Other Benefited Facility"), provided
the method used to calculate the portion of such expenses which are allocated to
the Facility is consistent with the method used by Manager to allocate such
costs to the other Benefited Facilities.
2. Except as specifically set forth herein, the Management Agreement shall
remain in full force and effect as originally executed by Owner and Manager.
3. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day
and year first set forth above.
SCOTTSDALE ASSISTED LLC
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its: Manager
EMERITUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Its: ______________________________
