MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013)Emeritus Corp\wa\ • February 20th, 2014 • Services-nursing & personal care facilities
FOR VALUE RECEIVED, BREA BREA LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one), promises to pay to the order of BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company, the principal sum of $8,400,000.00, with interest on the unpaid principal balance, as hereinafter provided.
THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 20th, 2014 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 30, 2013 (the “Effective Date”), by and among BREA EMERITUS LLC, a Delaware limited liability company (the “Parent”) and each of its subsidiaries signatory hereto (each an “SPE” and collectively, with the Parent, referred to herein as the “Borrowers”), Emeritus Corporation, a Washington corporation as guarantor (“Emeritus”), the Lenders party hereto (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
AGREEMENTAgreement • February 20th, 2014 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This Agreement (this “Agreement”) is made and entered into as of the 18th day of November, 2013 (the “Execution Date”) by and among Emeritus Corporation, a Washington corporation (“Emeritus”) and Daniel R. Baty (“Baty”).
BUY-OUT AGREEMENTBuy-Out Agreement • February 20th, 2014 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
This Buy-Out Agreement (this "Agreement") is made as of December 24, 2013 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members") and solely with respect to Sections 5, 9(c) and 10 of this Agreement, Dale Clift.
