AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 11, 2006 among BREA EMERITUS LLC AND EACH OF ITS SUBSIDIARIES, as Borrowers THE LENDERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent GE...Credit Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 11, 2006, is entered into among BREA EMERITUS LCC, a Delaware limited liability company (the “Parent”), and each of its subsidiaries listed on Exhibit A hereto (each an “SPE” and collectively with the Parent, the “Borrowers”), the Lenders (as defined below), GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and GE CAPITAL MARKETS, INC., as sole lead arranger.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this ____ day of October, 2006 by and between PITA GENERAL CORPORATION, an Illinois corporation ( “PITA”) and AHC TENANT, INC a Delaware Corporation (“Tenant”) (PITA and Tenant referred to collectively as “Seller”), each of the entities listed in Exhibit A attached hereto (“Licensees”) and BREA EMERITUS LLC, a Delaware limited liability company (the “Buyer”).
LOAN AGREEMENT (AMENDED AND RESTATED)Loan Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS LOAN AGREEMENT (this “Agreement”) is made as of 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 with their respective successors and assigns, the “Borrowers”, and individually, a “Borrower”), and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns, “Lender”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BREA EMERITUS LLCLimited Liability Company Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement“) of BREA EMERITUS LLC (the “Company“) is made and entered into as of the 1ST day of December, 2006, by and between EMERITUS CORPORATION, a Washington corporation (“ESC“), and BREA 806 LLC, a Delaware limited liability company (“BREA“).
Loan AgreementLoan Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This Loan Agreement (this “Agreement”) is made as of February 28, 2007 by and between CP ’02 POOL LLC, a Washington limited liability company (“Lender”) to Emeritus Corporation, a Washington corporation (“Borrower”).
TERMINATION OF MASTER LEASETermination of Master Lease • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
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”).
PURCHASE AND SALE AGREEMENT (Membership Interests)Purchase and Sale Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This Purchase and Sale Agreement (“Agreement”) is entered into between Emeritus Corporation, a Washington corporation, (“Buyer”), CP ’02 Pool, LLC (“CP”) and FSPP Fretus I, L.L.C. and FSPP Fretus II, L.L.C. (together “FSPP Fretus” and together with CP, “Sellers”), and Fretus Investors LLC (the “Company”), as of February 22, 2007;
PROMISSORY NOTEEmeritus Corp\wa\ • March 16th, 2007 • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned, EMERITUS CORPORATION, a Washington corporation (“Borrower”), hereby promises to pay to the order of CP ’02 POOL LLC, a Washington limited liability company (“Lender”) at 600 University St., Suite 2500, Seattle, Washington 98101, or to such other person or at such other place as the holder of this Promissory Note (this “Note”) may from time to time designate in writing, the principal sum of Eighteen Million and No/100 Dollars ($18,000,000.00), together with interest on the unpaid balance from time to time and costs, fees and expenses payable under this Note (collectively, the “Loan”) as set forth below.
MANAGEMENT AGREEMENT ( The Court at Tucson )Management Agreement • March 16th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of December, 2006, by and among BREA TUCSON LLC, a Delaware limited liability company (“Owner”), TUCSON SENIORCARE, LLC, an Indiana limited liability company (“Licensee”), and EMERITUS CORPORATION, a Washington corporation (“Manager”) in connection with the memory care facility known as the “The Court at Tucson” located at Tucson, Arizona (“Facility”).
