TERMINATION OF MASTER LEASE
This
Termination of Master Lease is made this February 28, 2007 by and among the
twenty-four (24) Delaware limited liability companies or limited partnerships
listed on Schedule
A
attached
hereto and made a part hereof (together, “Landlords”) and Emeritus Corporation,
a Washington corporation (and successor to Emeritus Properties-NGH, LLC, a
Washington limited liability company and ESC-NGH, LP, a Washington limited
partnership) (“Tenant”) with respect to that certain Master Lease Agreement by
and among Landlord and Tenant’s predecessors dated as of October 1, 2002 (the
“Master Lease”).
WHEREAS,
Landlords own those certain real properties consisting primarily of the senior
housing independent/assisted living facilities that were leased to Tenant under
the Master Lease (the “Property”);
WHEREAS,
Fretus Investors LLC (“Fretus”) is the sole owner and managing member or general
partner of the Landlords;
WHEREAS,
Tenant is the sole owner and managing member of Fretus;
WHEREAS,
Landlords wish to retain Tenant to manage and operate the Property directly
and
have negotiated a management agreement all wish to execute;
NOW,
THEREFORE, in consideration of the covenants contained herein, Landlords and
Tenant hereby terminate the Master Lease as of the date hereof. In addition,
the
parties agree to cooperate in good faith to reconcile any outstanding balances
due and owing under the Master Lease.
EXECUTED
as of February 28, 2007.
TENANT:
Emeritus
Corporation, a Washington corporation
By: /s/
Xxxx Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Its: Director
of Real Estate and Legal Affairs
[SIGNATURES
CONTINUED ON FOLLOWING PAGE]
Each
Fee
Owner consents and agrees to the foregoing Agreement.
LANDLORDS:
FRETUS
Investors Birmingham LLC
FRETUS
Investors Xxxxxxxx LLC
FRETUS
Investors Glendale LLC
FRETUS
Investors Mesa LLC
FRETUS
Investors Orange Park LLC
FRETUS
Investors Jacksonville LLC
FRETUS
Investors Melbourne LLC
FRETUS
Investors Orlando LLC
FRETUS
Investors Winter Springs LLC
FRETUS
Investors Fort Xxxxx LLC
FRETUS
Investors Indianapolis LLC
FRETUS
Investors Greenwood LLC
FRETUS
Investors Las Vegas LLC
each
a
Delaware limited liability company
By: FRETUS
Investors LLC, a Washington limited liability company
Its: Manager
By: Emeritus
Corporation, a Washington corporation
Its: Administrative
Member
By: /s/
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Its: Director
of Real Estate and Legal Affairs
[SIGNATURES
OF BORROWERS CONTINUE ON THE FOLLOWING PAGE]
FRETUS
Investors Austin LP
FRETUS
Investors Dallas LP
FRETUS
Investors El Paso LP
FRETUS
Investors Farmers Branch LP
FRETUS
Investors Fort Worth LP
FRETUS
Investors Hollywood Park LP
FRETUS
Investors Houston LP
FRETUS
Investors Memorial Oaks Houston LP
FRETUS
Investors Plano LP
FRETUS
Investors San Antonio LP
FRETUS
Investors Sugar Land LP
each
a
Delaware limited partnership
By: FRETUS
Investors LLC, a Washington limited liability company
Its: General
Partner
By: Emeritus
Corporation, a Washington corporation
Its: Administrative
Member
By: /s/
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Its: Director
of Real Estate and Legal Affairs
EXHIBIT
“A”
TENANT
FRETUS
Investors Birmingham LLC
FRETUS
Investors Xxxxxxxx LLC
FRETUS
Investors Glendale LLC
FRETUS
Investors Mesa LLC
FRETUS
Investors Orange Park LLC
FRETUS
Investors Jacksonville LLC
FRETUS
Investors Melbourne LLC
FRETUS
Investors Orlando LLC
FRETUS
Investors Winter Springs LLC
FRETUS
Investors Fort Xxxxx LLC
FRETUS
Investors Indianapolis LLC
FRETUS
Investors Greenwood LLC
FRETUS
Investors Las Vegas LLC
each
a
Delaware limited liability company
FRETUS
Investors Austin LP
FRETUS
Investors Dallas LP
FRETUS
Investors El Paso LP
FRETUS
Investors Farmers Branch LP
FRETUS
Investors Fort Worth LP
FRETUS
Investors Hollywood Park LP
FRETUS
Investors Houston LP
FRETUS
Investors Memorial Oaks Houston LP
FRETUS
Investors Plano LP
FRETUS
Investors San Antonio LP
FRETUS
Investors Sugar Land LP
each
a
Delaware limited partnership
