Emeritus Corp\wa\ Sample Contracts

Emeritus Corp\wa\ – AMENDED AND RESTATED BYLAWS OF EMERITUS CORPORATION (August 4th, 2014)
Emeritus Corp\wa\ – AMENDED BY-LAWS OF EMERITUS CORPORATION (August 1st, 2014)
Emeritus Corp\wa\ – RESTATED ARTICLES OF INCORPORATION OF EMERITUS CORPORATION (August 1st, 2014)
Emeritus Corp\wa\ – NEWS RELEASE (May 8th, 2014)

SEATTLE, WA, May 8, 2014 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its first quarter 2014 results.

Emeritus Corp\wa\ – Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Communities in 46 States (February 21st, 2014)

Nashville, Tenn. and Seattle, Wash., February 20, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritus Corporation (NYSE: ESC) today announced the signing of a definitive merger agreement to create the first national senior living solutions company. The combined companies will serve the growing market for senior living solutions as the single branded provider operating the only nationwide network of senior living communities with fully integrated ancillary services across the continuum of care. Following the merger, a Brookdale community will be within 10 miles of 6.5 million seniors 80 years or older.

Emeritus Corp\wa\ – VOTING AGREEMENT (February 21st, 2014)

VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”).

Emeritus Corp\wa\ – AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION (February 21st, 2014)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 20, 2014, is by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), Broadway Merger Sub Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Emeritus Corporation, a Washington corporation (the “Company”).

Emeritus Corp\wa\ – MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) (February 20th, 2014)

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.

Emeritus Corp\wa\ – MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) (February 20th, 2014)

FOR VALUE RECEIVED, BREA WHITTIER 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 $5,850,000.00, with interest on the unpaid principal balance, as hereinafter provided.

Emeritus Corp\wa\ – AGREEMENT (February 20th, 2014)

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”).

Emeritus Corp\wa\ – MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) (February 20th, 2014)

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Instrument”) is made to be effective this 3rd day of December, 2013, by BREA WHITTIER LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Senior Living, 3131 Elliott Avenue, Suite 500, Seattle, WA 98121, as trustor (“Borrower”), to FIDELITY NATIONAL TITLE COMPANY, a corporation organized and existing under the laws of California, whose address is 1300 Dove Street, Suite 310, Newport Beach, CA 92660, as trustee (“Trustee”), for the benefit of BERKADIA COMMERCIAL MORTGAGE LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 118 Welsh Road, Horsham, PA 19044, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 4223368.

Emeritus Corp\wa\ – EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (2014-2017 Performance Period) (February 20th, 2014)

Emeritus Corporation (the "Company") hereby grants to you a Restricted Stock Award (the "Award") for shares of the Company's Common Stock under the Company's Amended and Restated 2006 Equity Incentive Plan (the "Plan"). The Award is subject to all the terms and conditions set forth in this Restricted Stock Award Notice (the "Award Notice") and in the Restricted Stock Award Agreement and the Plan, which are incorporated into this Award Notice in its entirety.

Emeritus Corp\wa\ – MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) (February 20th, 2014)

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Instrument”) is made to be effective this 3rd day of December, 2013, by BREA BREA LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Senior Living, 3131 Elliott Avenue, Suite 500, Seattle, WA 98121, as trustor (“Borrower”), to FIDELITY NATIONAL TITLE COMPANY, a corporation organized and existing under the laws of California, whose address is 1300 Dove Street, Suite 310, Newport Beach, CA 92660, as trustee (“Trustee”), for the benefit of BERKADIA COMMERCIAL MORTGAGE LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 118 Welsh Road, Horsham, PA 19044, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 4223366.

Emeritus Corp\wa\ – THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (February 20th, 2014)

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”).

Emeritus Corp\wa\ – NEWS RELEASE (February 20th, 2014)

SEATTLE, WA, February 20, 2014 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its fourth quarter and full year 2013 results.

Emeritus Corp\wa\ – BUY-OUT AGREEMENT (February 20th, 2014)

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.

Emeritus Corp\wa\ – MASTER LEASE AGREEMENT (Master Lease #7 –MG Facilities – Fannie Lease #2 (PNC)) BETWEEN CERTAIN LANDLORD ENTITIES IDENTIFIED HEREIN AND EMERITUS CORPORATION September 1, 2013 (November 5th, 2013)

THIS MASTER LEASE AGREEMENT (“Lease”) is made and entered into effective as of September 1, 2013 (the “Effective Date”) by and among those LANDLORD ENTITIES identified on Exhibit I hereto (each a “Landlord” as further defined in §1.4 below), each having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington (“Tenant”), having its chief executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.

Emeritus Corp\wa\ – NEWS RELEASE (November 5th, 2013)

SEATTLE, WA, November 5, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its third quarter 2013 results.

Emeritus Corp\wa\ – TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (November 5th, 2013)

This TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is dated as of June __, 2013 (the “Effective Date”), and is among HCP AUR1 CALIFORNIA A PACK, LLC, a Delaware limited liability company (“HCP California A Pack”), HCP AUR1 CALIFORNIA B PACK, LLC, a Delaware limited liability company (“HCP California B Pack”), HCP AUR1 CONNECTICUT, LLC, a Delaware limited liability company (“HCP Connecticut”), HCP AUR1 MARYLAND, LLC, a Delaware limited liability company (“HCP Maryland”), HCP AUR1 MASSACHUSETTS, LLC, a Delaware limited liability company (“HCP Massachusetts”), HCP AUR1 NEW JERSEY, LLC, a Delaware limited liability company (“HCP New Jersey”), HCP AUR1 VIRGINIA, LLC, a Delaware limited liability company (“HCP Virginia”), HCP, INC., a Maryland corporation (“HCP”), and HCPI TRUST, a Maryland real estate investment trust (“HCPI Trust”, and collectively with HCP California A Pack, HCP California B Pack, HCP Connecticut, HCP Maryland, HCP Massachusetts, HCP New Jersey

Emeritus Corp\wa\ – MULTIFAMILY NOTE (November 5th, 2013)

FOR VALUE RECEIVED, EMERIHRT MEDICAL CENTER LP, a Delaware limited partnership (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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of $7,857,500.00, with interest on the unpaid principal balance, as hereinafter provided.

Emeritus Corp\wa\ – MASTER LEASE between NHI-REIT OF OHIO, LLC, a Delaware limited liability company and EMERITUS CORPORATION, (November 5th, 2013)

THIS MASTER LEASE is executed this 28th day of June, 2013 to become effective as of the date described below, by and between EMERITUS CORPORATION, a Washington corporation, having its principal office at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121-1031, as Tenant, and NHI-REIT OF OHIO, LLC, a Delaware limited liability company, having its principal office at 222 Robert Rose Drive, Murfreesboro, Tennessee 37129, as Landlord.

Emeritus Corp\wa\ – MULTIFAMILY NOTE (November 5th, 2013)

FOR VALUE RECEIVED, EMERIHRT HARRISBURG 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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of $3,375,000.00, with interest on the unpaid principal balance, as hereinafter provided.

Emeritus Corp\wa\ – This instrument prepared by and after recording return to: James J. Schwert, Esquire Oppenheimer Wolff & Donnelly LLP Campbell Mithun Tower – Suite 2000 (November 5th, 2013)
Emeritus Corp\wa\ – LEASE AMENDMENT (November 5th, 2013)

Agreement originally made as of April 21, 1998, (the "Lease") by and between CARRIAGE HILL CABIN JOHN, INC., a Maryland corporation, as agent for the owner, CABIN JOHN PROPERTIES, LLC as "Landlord" and SUMMERVILLE AT POTOMAC, INC., a Delaware corporation, as "Tenant," and as amended effective September 1, 2010, inter alia, to change the Tenant to SUMMERVILLE AT POTOMAC, LLC, with respect to the premises commonly known as 11215 Seven Locks Road, Potomac, Montgomery County, Maryland, and is based upon the following:

Emeritus Corp\wa\ – MULTIFAMILY NOTE (November 5th, 2013)

FOR VALUE RECEIVED, EMERICHENAL 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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of $6,637,500.00, with interest on the unpaid principal balance, as hereinafter provided.

Emeritus Corp\wa\ – Prepared by, and after recording (November 5th, 2013)
Emeritus Corp\wa\ – After recording return to: James J. Schwert, Esquire Oppenheimer Wolff & Donnelly LLP Campbell Mithun Tower – Suite 2000 (November 5th, 2013)
Emeritus Corp\wa\ – SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (November 5th, 2013)

THIS SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made and entered into as of June 28, 2013 (the “Amendment Date”), by and among each of the Persons whose signatures are affixed hereto and identified as “Lessors” (collectively, “Lessor”), on the one hand, and each of the Persons whose signatures are affixed hereto and identified as “Lessees” (collectively, and jointly and severally, “Lessee”), on the other hand, and consented to by Guarantors (as defined below), with respect to the following:

Emeritus Corp\wa\ – NEWS RELEASE (September 6th, 2013)

SEATTLE, WA, September 6, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced a revision to 2013 guidance.

Emeritus Corp\wa\ – NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (August 2nd, 2013)

Pursuant to your Restricted Stock Award Notice (the “Award Notice”) and this Restricted Stock Award Agreement (this “Agreement”), Emeritus Corporation (the “Company”) has granted you a Restricted Stock Award (the “Award”) under the Company’s Non-Employee Director Equity Award Program, which is administered under the terms of the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”), for the number of shares of the Company’s Common Stock indicated in your Award Notice. The Award Notice, this Agreement, the Program and the Plan govern the terms of the Award. Capitalized terms not explicitly defined in this Agreement or the Award Notice but defined in the Plan or the Program shall have the same definitions as in the Plan or the Program, as applicable.

Emeritus Corp\wa\ – NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (August 2nd, 2013)

Emeritus Corporation (the “Company”) hereby grants to you a Restricted Stock Award (the “Award”) for shares of the Company’s Common Stock under the Company’s Non-Employee Director Equity Award Program (the “Program”), which is administered under the terms of the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Award Notice (the “Award Notice”) and in the Restricted Stock Award Agreement, the Program and the Plan, which are incorporated into this Award Notice in their entirety.

Emeritus Corp\wa\ – NEWS RELEASE (August 1st, 2013)

SEATTLE, WA, August 1, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its second quarter 2013 results.

Emeritus Corp\wa\ – NEWS RELEASE (June 27th, 2013)

SEATTLE, WA, June 27, 2013 -- Emeritus Corporation (NYSE: ESC) (“Emeritus”), the nation’s largest provider of assisted living and memory care services, today announced that the Company has entered into definitive agreements with Health Care REIT, Inc. (NYSE: HCN) (“HCN”) and Merrill Gardens under which Emeritus will lease a total of 38 senior housing communities (the “Communities”), representing approximately 4,400 units, currently owned by a joint venture comprised of HCN and Merrill Gardens.  The Communities are located in eight states, concentrated primarily in Washington and California, and offer independent living, assisted living and memory care services.  Over 40% of the units are currently designated as independent living.

Emeritus Corp\wa\ – TERM PROMISSORY NOTE (May 3rd, 2013)

FOR VALUE RECEIVED, NURSE ON CALL, INC., a Delaware corporation, NURSE-ON-CALL OF SOUTH FLORIDA, INC., a Florida corporation, “NURSE-ON-CALL” HOME CARE, INC., a Florida corporation, NURSE-ON-CALL OF BROWARD, INC., a Florida corporation, UNITY HOME HEALTH SERVICES, INC. a Florida corporation, and NURSE ON CALL OF TEXAS, INC., a Delaware corporation, all having an address of 1926 10th Ave N, Ste. 400, Lake Worth, Florida 33461, (individually or collectively as the context requires, hereinafter referred to as “Maker”), promise to pay to CADENCE BANK, N.A. (hereinafter referred to as “Payee,” Payee and any and all other holders of this Note being hereinafter collectively referred to as “Holder”), at the Agent’s Office (as defined in the Credit Agreement) or such other place as Payee may designate in writing, the lesser of the principal sum of TWENTY MILLION AND NO/100 DOLLARS (U.S. $20,000,000.00), or so much thereof as may be advanced pursuant to the Credit Agreement (defined herein), tog

Emeritus Corp\wa\ – AMENDMENT TO PUT/CALL AGREEMENT (May 3rd, 2013)

This Amendment dated as of February _25__, 2013 (this “Amendment”) to that certain Put/Call Agreement (the “Agreement”) dated as of November 1, 2012 by and among Emeritus Corporation  (“Emeritus”), EmeriCare NOC LLC (“Buyer”) and each of the Minority Members set forth on the signature pages hereto and thereto.