LOAN AGREEMENTLoan Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS LOAN AGREEMENT (this “Agreement”) is made as of March 15, 2007, by and among the twelve (12) 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 FINANCE INC., a California corporation (together with its successors and assigns, “Lender”).
PROMISSORY NOTEPromissory Note • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FOR VALUE RECEIVED, EMERIPARK SC LLC, a Delaware limited liability company, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (the “Borrower”), hereby promises to pay to the order of CAPMARK BANK, a Utah industrial bank, having an address at 116 Welsh Road, P. O. Box 809, Horsham, PA 19044, together with its successors and assigns or, if this Note has then been endorsed “to bearer,” to the bearer of this Note (collectively the “Lender”), at Lender’s said address or at such other place or to such other person as may be designated in writing to Borrower by Lender, the principal sum of Four Million Four Hundred Eighty Thousand and No/100 Dollars ($4,480,000.00) (the “Loan”), together with interest on the unpaid balance thereof at the rate hereinafter set forth. Capitalized terms used herein without definition shall have the meaning given to such terms in the Loan Agreement (defined herein).
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS By and Between HCPI TRUST, a Maryland real estate investment trust, “Seller” and EMERITUS CORPORATION, a Washington corporation, as “Buyer”Purchase and Sale Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of March __, 2007 (the “Effective Date”), by and between HCPI TRUST, a Maryland real estate investment trust (“Seller”), and EMERITUS CORPORATION, a Washington corporation (“Buyer”), as follows:
PROMISSORY NOTEPromissory Note • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned limited liability companies and limited partnerships, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (collectively, the “Borrower”), hereby jointly and severally promise to pay to the order of CAPMARK BANK, a Utah industrial bank, having an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, together with its successors and assigns or, if this Note has then been endorsed “to bearer,” to the bearer of this Note (collectively the “Lender”), at Lender’s said address or at such other place or to such other person as may be designated in writing to Borrower by Lender, the principal sum of Eighty-eight Million and No/100 Dollars ($88,000,000.00) (the “Loan”), together with interest on the unpaid balance thereof at the rate hereinafter set forth. Capitalized terms used herein without definition shall have the meaning given to such terms in the Loan Agreement (defined herein).
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
Emeritus Corporation ("Emeritus") and Gary Becker, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Becker”), agree that:
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
ASSIGNMENT AND ASSUMPTION OF LOAN AND LOAN DOCUMENTSAssignment and Assumption of Loan and Loan Documents • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS ASSIGNMENT AND ASSUMPTION OF LOAN AND LOAN DOCUMENTS (the “Assignment”) is made as of March __, 2007, by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation (the “Assignor”), and COLUMBIA PACIFIC OPPORTUNITY FUND, L.P., a Washington limited partnership (the “Assignee”).
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is dated as of March ___, 2007 (the “Effective Date”), and is among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), HCPI TRUST, a Maryland real estate trust (“HCP Trust”), EMERITUS REALTY V, LLC, a Delaware limited liability company (“ER-V”), ESC-LA CASA GRANDE, LLC, a Delaware limited liability company (“La Casa Grande”) and TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP,” and together with HCP, HCP Trust, ER-V and La Casa Grande, “Lessor”), on the one hand, and EMERITUS CORPORATION, a Washington corporation (“Emeritus”), ESC III, L.P., a Washington limited partnership d/b/a TEXAS-ESC III, L.P. (“Texas ESC”), EMERITUS PROPERTIES II, INC., a Washington corporation (“Emeritus II”), EMERITUS PROPERTIES III, INC., a Washington corporation (“Emeritus III”), EMERITUS PROPERTIES V, INC., a Washington corporation (“Emeritus V”), EMERITUS PROPERTIES XIV, LLC, a Washington lim
Back to 10-QLease Termination Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
Emeritus Corporation, its successors and assigns ("Emeritus") and Frank Ruffo, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Ruffo”), agree that:
AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • May 10th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Tennessee
Purchaser has breached or defaulted under the Purchase Agreement and Sellers are entitled, pursuant to the Purchase Agreement, to disbursement of the Earnest Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement), Escrow Agent shall send to Purchaser a written notification (the “Purchaser’s Notice”) advising Purchaser that Escrow Agent intends to disburse the Earnest Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement) to Sellers no earlier than two (2) Business Days after Purchaser’s receipt of such written notice from Escrow Agent. Sellers also shall provide a copy of Sellers’ Default Notice to Purchaser. Escrow Agent shall be entitled to rely, for purposes of this Agreement, upon any statement delivered by Sellers or Purchaser pursuant to this Section 3. Escrow Agent shall disburse the Earnest Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement)
