PROMISSORY NOTEPromissory Note • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned EMERIPARK SC LLC, a Delaware limited liability company, EMERI-SKY SC LLC, a Delaware limited liability company, EMERIVILL SC LLC, a Delaware limited liability company, and HERITAGE HILLS RETIREMENT, INC., a North Carolina corporation, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST COMMERCIAL BANK, a division of Synovus Bank, a Georgia state banking corporation, having an address at 800 Shades Creek Parkway, Birmingham, Alabama 35209, 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 Twenty-Five Million and No/100 Dollars ($25,000,000.00) (the “Loan”), together with interest on t
AGREEMENTCash Flow Sharing Agreement • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This Agreement (this “Agreement”) is made and entered into as of the 1st day of November, 2011 by and among Emeritus Corporation, a Washington corporation (“Emeritus”), Summerville Senior Living, Inc., a Delaware corporation (“SSL”), Batus, LLC, a Delaware limited liability company (“Batus”) and Daniel R. Baty (“Baty”).
LOAN AGREEMENTLoan Agreement • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Alabama
THIS LOAN AGREEMENT (this “Agreement”) is made as of September 29, 2011, by and between EMERIPARK SC LLC, a Delaware limited liability company (“Emeripark”), EMERI-SKY SC LLC, a Delaware limited liability company (“Emeri-Sky”), EMERIVILL SC LLC, a Delaware limited liability company (“Emerivill”), and HERITAGE HILLS RETIREMENT, INC., a North Carolina corporation (“Heritage Hills,” and, collectively with Emeripark, Emeri-Sky, Emerivill, and their respective successors and assigns, collectively, “Borrowers”), and FIRST COMMERCIAL BANK, a division of Synovus Bank, a Georgia state banking corporation and successor by merger to First Commercial Bank, an Alabama state banking corporation (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO ASSISTED LIVING FACILITY LEASE (Garden Manor)Assisted Living Facility Lease • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO ASSISTED LIVING FACILITY LEASE (this “Amendment”) is made and entered into as of the 1st day of October, 2011 (the “Effective Date”), by and between Dale E. Patterson (“Lessor”), and Cobbco, Inc., California corporation (“Lessee”).
FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENTMaster Credit Facility Agreement • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is effective as of the 9th day of December, 2011, by and among (i) (a) PHNTUS ARBOR GARDENS INC., a California corporation, (b) PHNTUS AUSTIN GARDENS INC., a California corporation, (c) PHNTUS BECKETT MEADOWS LLC, a Delaware limited liability company, (d) PHNTUS CANTERBURY WOODS LLC, a Delaware limited liability company, (e) PHNTUS CHARLESTON GARDENS LLC, a Delaware limited liability company, (f) PHNTUS CREEKSIDE LLC, a Delaware limited liability company, (g) PHNTUS DESERT SPRINGS LLC, a Delaware limited liability company, (h) PHNTUS HERITAGE HILLS LLC, a Delaware limited liability company, (i) PHNTUS KP SHREVEPORT LLC, a Delaware limited liability company, (j) PHNTUS LAKES LLC, a Delaware limited liability company, (k) PHNTUS LO CAPE MAY LLC, a Delaware limited liability company, (l) PHNTUS LO FOLSOM INC., a California corporation, (m) PHNTUS LO JOLIET LLC, a Delaware limited liability company, (n) PHNTUS LO R
PURCHASE OPTION AGREEMENTPurchase Option Agreement • March 8th, 2012 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2011, by and between Emeritus Corporation, a Washington corporation ("Emeritus") and Dale E Patterson, an individual ("Seller”).
