LOAN AGREEMENTLoan Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
THIS LOAN AGREEMENT (this “Agreement”) is made as of August 15, 2007, by and among the eight (8) 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”).
Page EXHIBITSPurchase and Sale Agreement • November 9th, 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 July 31, 2007 to be effective as of June 14, 2007 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“Seller”) and EMERITUS CORPORATION, a Washington corporation (“Buyer”), as follows:
CREDIT AGREEMENT Dated as of August 6, 2007 among HC3 FT. MYERS LLC, HC3 ORLANDO LLC and HC3 SUNRISE LLC as Borrowers THE LENDERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent GE CAPITAL MARKETS,...Credit Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This CREDIT AGREEMENT, dated as of August 6, 2007, is entered into among HC3 FT. MYERS LLC, a Delaware limited liability company (“HC3 Ft. Myers”), HC3 ORLANDO LLC, a Delaware limited liability company (“HC3 Orlando”) and HC3 SUNRISE LLC, a Delaware limited liability company (“HC3 Sunrise”, and HC3 Ft. Myers, HC3 Orlando and HC3 Sunrise collectively referred to herein as 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.
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of July 31, 2007, to be effective as of June 14, 2007 (the “Effective Date”), by and 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 (“ESC-La Casa Grande”), and TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”) (each, a “Seller,” and collectively, “Sellers”) and EMERITUS CORPORATION, a Washington corporation (“Buyer”), as follows:
ContractLoan Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
SECOND AMENDMENT TO MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
This SECOND AMENDMENT TO MASTER LEASE (the "Amendment") is entered into as of January 2, 2007 (the "Effective Date") by and among NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, and NHP McCLAIN, LLC, a Delaware limited liability company (collectively, "Landlord"); SUMMERVILLE AT CAMELOT PLACE LLC, a Delaware limited liability company, SUMMERVILLE AT HILLEN VALE LLC, a Delaware limited liability company, SUMMERVILLE AT LAKEVIEW LLC, a Delaware limited liability company, and SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company (individually and collectively, "Existing Tenant"); SUMMERVILLE AT NORTH HILLS LLC, a Delaware limited liability company, and THE INN AT MEDINA LLC, a Delaware limited liability company (collectively, the "Additional Tenant" and, together with Existing Tenant, "Tenant"); and SUMMERVILLE SENIOR LIVING, INC., a Delaware corporation ("Guarantor").
INCREASED, CONSOLIDATED AND RESTATED MORTGAGE AND SECURITY AGREEMENT (NEW YORK) THIS INSTRUMENT IS FOR USE ONLY FOR MULTIFAMILY PROPERTIES CONTAINING MORE THAN 6 RESIDENTIAL UNITSMortgage and Security Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS INCREASED, CONSOLIDATED AND RESTATED MORTGAGE AND SECURITY AGREEMENT (the “Instrument”) is dated as of the 31st day of August, 2007, between MERIWEG-SYRACUSE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Corporation, 3131 Elliott Avenue, #500, Seattle, Washington 98121, as mortgagor (“Borrower”), and RED MORTGAGE CAPITAL, INC., a corporation organized and existing under the laws of Ohio, whose address is Two Miranova Place, 12th Floor, Columbus, Ohio 43215, as mortgagee (“Lender”).
AMENDED AND RESTATED MASTER LEASE AGREEMENT AMONG HEALTH CARE REIT, INC., HCRI LOUISIANA PROPERTIES, L.P. AND SENIOR LIVING PROPERTIES, LLC March 1, 2007Master Lease Agreement • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Ohio
This Amended and Restated Master Lease Agreement ("Lease") is made effective as of March 1, 2007 (the "Effective Date") among HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("HCN" and a "Landlord" as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P. 0. Box 1475, Toledo, Ohio 43603-1475, HCRI LOUISIANA PROPERTIES, L.P., a limited partnership organized under the laws of the State of Delaware ("HCN-LA" and a "Landlord" as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P. 0. Box 1475, Toledo, Ohio 43603-1475, and SENIOR LIVING PROPERTIES, LLC, a limited liability company organized under the laws of the State of Delaware ("Tenant"), having its chief executive office located at 3000 Executive Parkway, Suite 530, San Ramon, California 94583.
MASTER LEASE Between NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, as "Landlord" AND SUMMERVILLE AT CAMELOT PLACE LLC, a Delaware limited liability company, SUMMERVILLE AT HILLEN VALE LLC, a Delaware limited liability company, and...Master Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AMENDED AND RESTATED MULTIFAMILY NOTEMultifamily Note • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS AMENDED AND RESTATED MULTIFAMILY NOTE is made and entered into as of the 31st day of August, 2007, by and between MERIWEG-SYRACUSE, LLC, a Delaware limited liability company (“Borrower”) and RED MORTGAGE CAPITAL, INC., an Ohio corporation (“Lender”).
FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is made and entered into as of June 1, 2006 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as their interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC., a Delaware corporation ("Port Orange Inc."), SUMM
FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND CONSOLIDATION AND RESTATEMENT OF BECKETT LAKE FACILITY MASTER LEASEMaster Lease And • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND CONSOLIDATION AND RESTATEMENT OF BECKETT LAKE FACILITY MASTER LEASE (this "Amendment") is made and entered into as of May 24, 2006 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as their interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILL
ContractEmeritus Corp\wa\ • November 9th, 2007 • Services-nursing & personal care facilities
NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made and entered into as of August 15, 2007 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), WESTMINSTER HCP, LLC, a Delaware limited liability company (“Westminster HCP”), TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”), HCP AL OF FLORIDA, LLC, a Delaware limited liability company (“HCP AL”), AL OF FLORIDA SUB, LLC, a Delaware limited liability company (“AL of Florida Sub”), EMERITUS REALTY V, LLC, a Delaware limited liability company (“ER-V”), and FAEC HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”) (HCP, Westminster HCP, Texas HCP, HCP AL, AL of Florida Sub, ER-V and FAEC shall be referred to herein, collectively, as their interests may appear, as “Lessor”), on the one hand, and each of the Persons whose signatures are affixed hereto and who are identified on Appendix A attached hereto and incorporated herei
AMENDED AND RESTATED MASTER LEASE among HEALTH CARE PROPERTY INVESTORS, INC., and WESTMINSTER HCP, LLC as their interests may appear, as Lessor AND LH ASSISTED LIVING, LLC, SUMMERVILLE AT COBBCO, INC., SUMMERVILLE AT HILLSBOROUGH, L.L.C., SUMMERVILLE...Master Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
THIS AMENDED AND RESTATED MASTER LEASE ("Lease") is dated as of the 20th day of April, 2005 (the "Restatement Date"), and is among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, and WESTMINSTER HCP, LLC, a Delaware limited liability company (as their interests may appear, "Lessor") and LH ASSISTED LIVING, LLC, a Delaware limited liability company, SUMMERVILLE AT COBBCO, INC., a California corporation, SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company, SUMMERVILLE AT OCOEE, INC., a Delaware corporation, SUMMERVILLE AT PORT ORANGE, INC., a Delaware corporation, SUMMERVILLE AT PRINCE WILLIAM, INC., a Delaware corporation, SUMMERVILLE AT STAFFORD, L.L.C., a New Jersey limited liability company, SUMMERVILLE AT VOORHEES, L.L.C., a New Jersey limited liability company, and SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation (collectively, and jointly and severally, "Lessee").
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is made and entered into as of January 31, 2006 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as their interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC., a Delaware corporation ("Port Orange Inc."),
ContractMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is made and entered into as of December 21, 2005, and deemed effective as of December 22, 2005 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as their interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC
SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED ED MASTER LEASE (this "Amendment") is made and entered into as of October 2, 2006 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), and HCP AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as their interests may appear, as "Lessor"), on the one hand, and each of the Persons whose signatures are affixed hereto and who are identified on Appendix A attached hereto and incorporated herein by this reference (collectively, and jointly and severally, referred to herein as "Lessee"), on the other hand, with respect to the following:
FIRST AMENDMENT TO MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
This FIRST AMENDMENT TO MASTER LEASE (the "Amendment") is entered into as of December 1 , 2006 (the "Effective Date") by and among NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation ("Landlord"); SUMMERVILLE AT CAMELOT PLACE LLC, a Delaware limited liability company, SUMMERVILLE AT HILLEN VALE LLC, a Delaware limited liability company, and SUMMERVILLE AT LAKEVIEW LLC, a Delaware limited liability company (individually and collectively, "Existing Tenant"); SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company ("Additional Tenant" and, together with Existing Tenant, "Tenant"); and SUMMERVILLE SENIOR LIVING, INC., a Delaware corporation ("Guarantor").
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS By and Between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation and FAEC HOLDINGS (EP), LLC, a Delaware limited liability company, each a “Seller,” and collectively, as “Sellers”...Purchase and Sale Agreement • November 9th, 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 July 31, 2007 to be effective as of June 14, 2007 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), and FAEC HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”) (each, a “Seller,” and collectively, “Sellers”) and EMERITUS CORPORATION, a Washington corporation (“Buyer”), as follows:
NOTEEmeritus Corp\wa\ • November 9th, 2007 • Services-nursing & personal care facilities • Ohio
FOR VALUE RECEIVED, SENIOR LIVING PROPERTIES, LLC, a limited liability company organized under the laws of the State of Delaware ("Borrower"), shall pay to the order of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("Lender"), the principal sum of Twelve Million Eight Hundred Sixty-Four Thousand Eight Hundred Seventy-Four and 24/100 Dollars ($12,864,874.24), or so much thereof as shall have been advanced to Borrower, with interest on so much thereof as shall from time to time be outstanding at the rate of interest set forth below, until fully paid.
ContractMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • November 9th, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made and entered into as of August 8, 2007 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), WESTMINSTER HCP, LLC, a Delaware limited liability company (“Westminster HCP”), TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”), HCP AL OF FLORIDA, LLC, a Delaware limited liability company (“HCP AL”), and FAEC HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”) (HCP, Westminster HCP, Texas HCP, HCP AL and FAEC shall be referred to herein, collectively, as their interests may appear, as “Lessor”), on the one hand, and each of the Persons whose signatures are affixed hereto and who are identified on Appendix A attached hereto and incorporated herein by this reference (collectively, and jointly and severally, referred to herein as “Lessee”), on the other hand, with respect to the following:
