AMENDMENT NO. 3 TO AGREEMENT OF PURCHASE, SALE AND CONTRIBUTIONAgreement of Purchase • August 9th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
This is Amendment No. 3 dated as of July 13, 2010 (this “Third Amendment”) to that certain Agreement of Purchase, Sale and Contribution, entered into on January 15, 2010 (the “Original PSA”) by and between Stayton SW Assisted Living, L.L.C. ("Stayton"), an Oregon limited liability company constituting the Unitary Sunwest Enterprise designated in the Approval Order of the United States District Court for the District of Oregon dated October 2, 2009, and BRE/SW Portfolio LLC, a Delaware limited liability company (hereinafter referred to as "Purchaser"), as amended by that certain Amendment No. 1 to Agreement of Purchase, Sale and Contribution dated February 12, 2010 (the “First Amendment”) and Amendment No. 2 to Agreement of Purchase, Sale and Contribution dated March 25, 2010 (the “Second Amendment”). The Original PSA, as amended by the First Amendment and the Second Amendment shall be referred to herein as the "PSA".
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
WHEREAS: Effective as of January 1, 2010, Executive and the Company entered into the Employment Agreement (the "Agreement") to formally record the terms and conditions upon which the Executive shall remain employed by Emeritus;
ContractShareholders Agreement • August 9th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FIRST AMENDED AND RESTATED NOTEEmeritus Corp\wa\ • August 9th, 2010 • Services-nursing & personal care facilities
This First Amended and Restated Note (“Note”) is made by Borrower in full substitution of a certain Note made by Borrower in favor of Lender dated June 30, 2008, in the principal amount of $50,000,000.00 (“Original Note”). This note constitutes a modification and renewal of the existing indebtedness evidenced by the Original Note and does not cancel such existing indebtedness. Substitution of this note for the Original Note shall not affect the priority of the lien of the Master Lease 1 Mortgage or the Master Lease 2 Mortgage (defined below).
OFFICE LEASEElliott Avenue • August 9th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS LEASE, made the 29th day of June, 2010 (the “Effective Date”), by and between SELIG HOLDINGS COMPANY, a Washington limited liability company, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred to as “Lessor” and EMERITUS CORPORATION, a Washington corporation, hereinafter referred to as “Lessee”.
