FIRST AMENDMENT TO AGREEMENT TO PROVIDE
ADMINISTRATIVE SERVICES TO AN ADULT HOME
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 ("Emeritus").
RECITALS
A. The Partnership and Emeritus are parties
to that Agreement to Provide Administrative
Services to an Adult Home dated September 2,1996
(the "Agreement") with respect to those adult
homes located in New York and listed in Exhibit A
to the Agreement (the "Facilities").
B. The Agreement provides for a term of two
years commencing on the
commencement date of each of the leases under
which the Partnership has possession of the
Facilities (the "Facility Leases").
C. The Partnership and Emeritus are
interested in amending the Agreement in order to
tie the term of the Agreement to the term of the
Facility Leases.
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 as to each of the
Facilities on the applicable Commencement
Date (as defined in the applicable Facilities
Lease (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 each such
Facility Lease, unless sooner terminated upon
the occurrence of an Event of Default (the
"Termination Date"). Operator and Emeritus
acknowledge and agree that it is the intent
of the parties that the Commencement Date
shall be the same as to all of the Facilities
other than Perinton Park Manor, which is
under construction and the term of which
Facility Lease may accordingly commence later
than the term of the other Facilities Leases
commences but that the Termination Date shall
be the same as to all of the Facilities.
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 First Amendment to Agreement to
Provide Administrative Services to Adult
Homes, it has received a monthly fee equal to
$58,333. Owner and Emeritus agree that from
and after the Effective Date hereof, Emeritus
shall receive a monthly fee equal to $80,000
for the period from January 1,1997 to
December 31, I 997 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. 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
