Borrower: Emeritus Corporation
Loan No. Ol-422824
AGREEMENT FOR MODIFICATION OF LOAN DOCUMENTS
February 26,1997
This Agreement for Modification of Loan Documents
(the "Agreement") is made by and between Emeritus
Corporation, a Washington corporation ("Borrower")
and REDLANDS FEDERAL BANK, A FEDERAL SAVINGS BANK
("Lender," sometimes referred to as the "Note
Holder"), with reference to the following facts:
A. Borrower and Lender have entered into a
Loan Assumption Agreement of even date (the
"Assumption") whereby Borrower has agreed to
assume the obligations under a Note ("the Note")
which is secured by a Deed of Trust, all dated
January 20, 1988 and a Memo Modification Agreement
dated February 26,1988 (the "Loan Documents").
B. Lender has agreed to the Assumption and
has also agreed to modify the Loan Documents as
herein provided.
NOW, THEREFORE, in consideration of the
premises and the parties' mutual agreement herein,
the parties agree:
1. MODIFICATIONS. The Borrower will execute a
Restated Note in a form set forth in Exhibit "A."
Borrower will execute an Amended and Restated Deed
of Trust encumbering the property in a form set
forth in Exhibit "B." Exhibits A and B are
attached hereto and incorporated herein by this
reference, effective upon timely satisfaction of
the conditions set forth in Section 2 below.
2. CONDITIONS. The modifications of Section 1
above are conditioned on and shall take effect
only upon Borrowers' satisfaction, at their
expense if appropriate, of all of the following
conditions:
(a) delivery to Lender of a Form 110.5
endorsement to the original title policy or a new
1970 Unamended ALTA Policy issued by a title
company acceptable to Lender in an amount equal to
the principal amount of the Loan, insuring that
the priority of such lien is unaffected by the
modifications set forth herein and that the title
policy remains in full force and effect;
(b) delivery to Lender of a 103.1 endorsement
to the title policy concerning unlocated
easements;
(c) Borrowers will provide copies of
certified escrow instructions which Lender shall
review and approve. Said escrow instructions shall
provide for payment of second installment 1996-
1997 real estate;
(d) Borrowers will have paid an assumption
fee of 1% of the outstanding principal balance of
the Loan plus $250.00 and all of Lender's actual
out-of pocket expenses in processing this
Modification and the Assumption;
(e) Borrowers shall have executed a UCC-1 in
a form provided by Lender;
1
(g) Receipt of evidence of satisfactory
hazard insurance on the Property;
(h) Subordination and consent by the existing
2nd and 3rd trust deed holders on the Property to
the modifications contemplated by this Agreement
as set forth in Exhibit "C",
(i) Receipt by Lender of a Statement of
Foreign Corporation for Borrower from the
Secretary of State of California.
3. OTHER PROVISIONS UNMODIFIED. Except as
expressly modified hereby, the rights and
obligations of the parties under the Note and the
other Loan Documents shall remain unmodified and
in full force and effect.
LENDER: REDLANDS FEDERAL BANK, a federal
savings bank
By:
/s/ Xxxxx Xxxxxxxx
----------------------------------
Xxxxx Xxxxxxxx
Vice President
DATE: 2-27-97
--------------------------------
BORROWER: EMERITUS CORPORATION, a Washington
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
---------------
Xxxxxxx X. Xxxxxxxxxx
Its: President
DATE: 3/25/97
----------------------
-----------------
2
EXHIBIT "A"
TO AGREEMENT FOR MODIFICATION OF LOAN DOCUMENTS
February 26,1997
(Promissory Note)
The Borrower shall execute a Restated Promissory
Note in a form provided by Lender. The Restated
Promissory Note shall replace the existing Note in
its entirety.
3
EXHIBIT "B "
TO AGREEMENT FOR MODIFICATION OF LOAN DOCUMENTS
February 26,1997
(Deed of Trust)
The Borrower shall execute an Amended and Restated
Deed of Trust ("Modification") in a form provided
by Lender. The Modification will modify the Deed
of Trust currently encumbering the Property.
4
EXHIBIT "C"
TO AGREEMENT FOR MODIFICATION OF LOAN DOCUMENTS
(Consents to Modifications)
CONSENT OF JUNIOR LIEN HOLDERS
The undersigned is(are) the holder(s) of an
obligation secured by a lien against the same
property which secures, in a senior priority
position, borrower's obligations to Lender under
the Loan Documents. The undersigned consent(s) to
and accept(s) the modifications set forth in the
foregoing Agreement, and agree(s) that,
notwithstanding such modifications, the
undersigned's lien shall be and remain junior and
subordinate to the lien of Lender to secure
Borrower's obligations as modified herein. The
undersigned agree(s) to execute a separate
Subordination Agreement if requested by Lender.
JUNIOR LIEN HCOLDER(S):
/s/ Xxxxxx Xxxx
--------------------------
XXXXXX XXXX
/s/ Xxxxx X. Xxxxx
--------------------------
XXXXX X. XXXXX
/s/ Xxxxx Xxxxx
--------------------------
XXXXX XXXXX
5
