June 7, 2007
June 7,
2007
|
Mr.
Xxxx Xxxxxxxxxx
Director
of Real Estate and Legal Affairs
Emeritus
Corporation
0000 Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxxxx 00000
|
|
RE:
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Master
Lease Agreement between Health Care REIT, Inc. (“HCN”) and certain
Affiliates and Emeritus Corporation, dated September 30, 2004 (the
“Lease”); Purchase of Sunrise,
Florida
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Dear
Xx.Xxxxxxxxxx:
Notwithstanding
certain provisions of the Lease, HCN is granting Emeritus Corporation an early
option to purchase the Leased Property known as Springtree and located in
Sunrise, Florida for the Early Option Price of $16,234,506.64 plus all payments
and amounts as set forth below (collectively, the “Option Closing
Amount”). Capitalized terms not defined herein have the meaning used
in the Lease.
The
Option Closing Amount is conditioned on payment being received by HCN in
immediately available funds (wire transfer) to our bank account by June 29,
2007 at 2:00 p.m. EST (the “Closing Date”).
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HCN
Early Option Price
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$16,234,506.64
|
|
Monthly
Depreciation – through 6/30/07
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(37,359.16)
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HCN
Miscellaneous Amount Due (See Exhibit A)
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14,662.74
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HCN
Base Rent 6/1/07-6/30/07
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Paid
|
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HCN
Legal Fees – SLK
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2,536.27
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Option
Closing Amount
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$16,214,346.49
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For
ease
of calculation, but not to amend any obligations arising under the Lease; Per
Diem Base Rent for the Leased Property is $4,551.17. In the event the
Option Closing Amount is not received by HCN on the Closing Date, additional
Base Rent will become due and Per Diem Base Rent will be added to the Option
Closing Amount each day. In the event the Option Closing Amount is
not received by June 30, 2007, HCN will amend this letter for a payoff as
of July 31, 2007 and thereafter this early option letter shall
expire.
In
addition to the Option Closing Amount to be paid to HCN, Emeritus Corporation
shall be responsible for all closing costs and expenses in connection with
the
transfer, including, but not limited to, the following: [1] real
property conveyance or transfer fees or deed stamps; [2] title search fees,
title insurance commitment fees, and title insurance premiums; [3] survey
fees; [4] environmental assessment fees; [5] recording fees;
[6] attorneys’ fees of HCN’s counsel; [7] fees of any escrow agent;
and [8] all amounts, costs, expenses, charges, Additional Rent and other
items payable by Tenant to HCN, including, but not limited to, enforcement
costs
as set forth in Section 8.7 of the Lease. HCN shall convey title
to the Leased Property to Emeritus Corporation, or an affiliate or designee
of
Emeritus Corporation (“Purchaser”) by a transferable and recordable quitclaim
deed and quitclaim xxxx of sale. All recordable documents shall be
delivered by HCN into escrow and filed at Purchaser’s sole cost and
expense.
The
wiring instructions to our bank account are as follows:
|
Key
Bank (Cleveland, OH)
ABA
Credit: Health
Care REIT, Inc.
A/C
Notify: Xxxx Xxxxxxxx
(000) 000-0000
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Please
evidence your agreement to the terms set forth herein by executing the letter
below and returning it to me. Upon receipt of an executed copy of
this letter, we will instruct our counsel to prepare the appropriate
documentation.
Please
contact me with any questions or comments.
Very
truly yours,
HEALTH
CARE REIT, INC.
/s/
Xxxx
Xxxxxxxxx
Xxxx X.
Xxxxxxxxx
Controller
cc: Xxxxxx X.
Xxxxxxx
Xxx X.
Xxxxx
Xxxx X.
Xxxxx
Xxxxxxx X.
Xxxxxx
Xxxxxxx X.
Xxxxxxxx
Xxxxx
X.
Xxxxx
Xxxx Xxx
Xxxxxxxx
Xxxxx X.
Xxxxx
Xxxxx X.
XxXxxxxx
Xxxxxx X.
Xxxxx-Xxx
Xxxxxxxxx X.
Xxxx
Xxxxx X.
XxXxxxxxx
Xxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxx X.
Xxxxx
Xxxxxx X.
Xxxxxx
Xxxxxxx X.
Xxxxxx
Xxxxxx X.
Xxxxxxx
Xxxxx X.
Xxxxxxxxx
Xxxxxx X.
Xxxx – Xxxxxxxx Xxxx & Xxxxxxxx
Xxxx Xxxxx
Xxxxxxxxx – Xxxxxxxx Xxxx & Xxxxxxxx
I
acknowledge and agree to be bound by the terms and conditions set forth in
this
letter regarding the sale of the above-referenced facility.
ACCEPTED
BY:
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EMERITUS
CORPORATION
By:
/s/ Xxxx Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Director
of Real Estate and Legal Affairs
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June
14, 2007
Date
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