-2-
50400220.04
MASTER AGREEMENT BETWEEN OWNERS AND EMERITUS CORPORATION
REGARDING SALE OF ▇▇ ▇▇ ASSISTED LIVING PORTFOLIO
This Agreement dated as of this 30th day of September, 2003 is between
Emeritus Corporation, a Washington corporation ("Emeritus"), Emeritus Management
LLC and Emeritus Management I LP (collectively with Emeritus, the "Managers"),
and the Sellers as listed on Schedule 1 hereto (collectively "Sellers" or
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"Owners"). Managers currently manage the Facilities for Sellers pursuant to
three (3) management agreements more particularly described on Exhibit A
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(collectively, the "Management Agreements"). Emeritus desires to acquire the
right to manage and operate the Operating Facilities and the Development
Facilities as listed on Schedule 1 (collectively, the "Facilities") and to
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finance such acquisition Emeritus has designated Health Care REIT, Inc. or its
affiliates (collectively "Buyer") to purchase the Facilities and Emeritus will
then lease the Facilities from Buyer and operate and manage the Facilities. The
purpose of this Agreement is to provide for certain agreements in connection
with the sale of the Facilities.
In consideration of the mutual agreements herein, it is agreed:
Purchase Price for Facilities. Buyer will purchase the Facilities from
--------------------------------
Sellers for an aggregate net purchase price in the amount set forth on Exhibit B
(net of the Existing Secured Debt and Transaction Costs as hereinafter
defined) (collectively the "Purchase Price"), which amount is allocated among
the Facilities, and between the real property and the personal property
comprising each Facility, as more particularly set forth on Exhibit B (the
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"Purchase Price Allocation"). Buyer's purchase of the Facilities is conditioned
upon Closing of the sale of the Facilities to Buyer and the amounts secured by
(a) the existing first lien mortgages held by GMAC and TIAA on the Operating
Facilities and by Guaranty Bank on the Development Facilities and (b) the
pledges of membership interests in Sellers held by Senior Housing Partners I,
L.P. ("SHP") being paid in the amounts set forth on Exhibit B and satisfied from
funds provided by Buyer and paid from the closing escrow (collectively the
"Existing Secured Debt"). As additional consideration for the sale, and in
consideration of Emeritus receiving a long-term lease to manage and operate the
Facilities from Buyer, Emeritus shall issue at Closing to SHP warrants for
400,000 shares of its stock and to HRC AL Investors II LLC, (HRC) warrants for
100,000 shares of its stock, which warrants shall be in the form of Exhibit C
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(the "Warrants").
Property Conveyed. At Closing, Sellers shall convey the Facilities as
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follows:
Land and Improvements - the land and improvements owned by Sellers
comprising each Facility shall be conveyed to Buyer by deed in the same general
form as Sellers received title.
Personal Property - the personal property owned by Seller at the Facility
shall be conveyed without warranty or representation to Buyer by ▇▇▇▇ of sale,
except the excluded personal property ("Excluded Personal Property") shall be
conveyed to Emeritus in a manner consistent with applicable regulations as
directed by Emeritus. The Excluded Personal Property means (i) licenses,
permits, certificates, approvals and other tangible personal property of every
kind and nature whatsoever owned by Seller as of the date hereof and related to
the operation of the Facility, (ii) cash (on hand or in banks) and accounts,
notes, interest and other receivables arising from the operation of the Facility
prior to the date hereof, (iii) all inventories of every kind and nature
whatsoever (specifically including, but not limited to, all pharmacy supplies,
medical supplies, office supplies and foodstuffs) owned by Sellers as of the
date hereof and relating to the Facility, (iv) all rights to the telephone
numbers of the Facility and its sequential numbers, (v) medical records,
administrative records, manuals, and other books and records relating directly
to the operation of the Facility, (vi) leased equipment, and (vii) all other
personal and intangible property at or used in connection with the Facilities
and not conveyed to Buyer. Because Emeritus is assuming the payables and
liabilities (as more particularly described in Section 3) in connection with the
Facilities, it is agreed that the Excluded Personal Property has nominal value.
Liabilities. Pursuant to Section 6.1 of the Management Agreements,
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Emeritus, except with respect to the gross negligence or willful misconduct of
--
the Sellers, has indemnified Sellers (and the Indemnified Parties as described
therein) against all damages, losses, liabilities, obligations, penalties, costs
and expenses arising out of or resulting from (a) the management of the
Facilities or any business conducted therein, (b) any act, fault, omission to
act or misconduct by Managers, any affiliate of Managers, or any employee,
agent, licensee, business invitee, guest, customer, contractor or submanager,
(c) any accident, claim of malpractice, injury or damage whatsoever caused to
any person, (d) any default or event of default under the Management Agreements,
and (e) any loss, cost or expense resulting from the Contracts, Leases, Legal
Requirements, Permits (all as defined in the Management Agreements) or operation
of the Facilities or any business conducted therein, all as more particularly
set forth in Section 6.1 of the Management Agreements. The indemnities set
forth in Section 6.1 of the Management Agreements by their terms survive the
expiration or sooner termination of the Management Agreements and are hereby
ratified and affirmed. In addition, Sellers shall assign, and Emeritus shall
assume, all existing leases, supply or service contracts, and payables
(including, without limitation, amounts owing for utilities, real property taxes
and assessments, amounts for services, goods and improvements in progress, if
any, to the Facilities, insurance, and maintenance and repairs of the
Facilities) arising directly or indirectly out of the operation or management of
the Facilities by an Assignment and Assumption of Leases and Contracts in the
form of Exhibit D hereto. In consideration of the conveyance to Emeritus of the
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Excluded Property (including the cash on hand and receivables), it is intended
that Emeritus shall assume all of such matters related directly or indirectly to
the operation and management of Facilities, excluding only (a) matters arising
from the gross negligence or willful misconduct of the Sellers, or (b) breach of
warranty of title in the deeds to Buyer (except for any title encumbrances
created by or through Managers, including, without limitation, liens arising
from nonpayment of utilities, real property taxes and assessments, and amounts
for services, goods and improvements to the Facilities).
Closing Costs and Prorations. Sellers and SHP are to bear no closing,
-------------------------------
proration, or transaction costs in connection with this sale (collectively, the
"Transaction Costs"), including, without limitation, title search expenses,
title insurance and survey expenses, transfer or sales taxes, however
denominated, escrow fees, recording costs, brokerage fees, attorney and
accountant fees, preparation of closing and transfer documentation, preparation
and recording of satisfactions and terminations of the Existing Secured Debt,
any additional per diem amounts owing on the Existing Secured Debt, and all
other closing and sale costs. The Purchase Price shall be net to Sellers, and
Emeritus shall pay or make provision for all of such Transaction Costs from a
source other than the Purchase Price. Because the receivables and cash on hand
are being conveyed to Emeritus, and Emeritus is assuming the payables, there
shall be no prorating of receivables or payables at Closing. To the extent
Sellers and SHP have paid or incurred any Transaction Costs, Emeritus shall
promptly reimburse Sellers. To the extent any of the Transaction Costs require
adjustment or are found to be incorrect after Closing, e.g., the calculation of
transfer or sales tax, Emeritus shall resolve all of such matters at its
expense, and pay any amounts owing or reimburse Sellers for any costs incurred
if Sellers resolve such matters because Emeritus has failed to do so or be
entitled to any refunds of such amounts.
Condition of Facilities. The sale of the Facilities will be in their
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"as-is" condition. Except for warranty of title as set forth in the deeds and
the conveyance documents, Sellers make no warranties or representations, and
shall have no liability for: (a) the condition of the Facilities and the
fixtures, furnishings, equipment and other personal property (including, without
limitation, the Excluded Personal Property conveyed to Emeritus) therein;
(b) the accuracy or completeness of any financial data, operating results or
operating projections of the Facilities; (c) compliance with licensing, health
care, and other legal or regulatory matters related to the Facilities; (d)
presence of hazardous substances on, under or about the Facilities; (e) or any
other matter or condition related to the Facilities.
To the extent Emeritus has given warranties, representations, or other
assurances about any of the foregoing or any other matters to Buyer, Emeritus
shall be solely responsible for such warranties, representations, or other
assurances and shall indemnify, defend and hold harmless Sellers therefrom.
Emeritus acknowledges that Managers have been managing the Facilities and are
fully familiar with the Facilities and the condition thereof.
Management Agreements. The Management Agreements shall terminate as of
----------------------
Closing or at such later date as provided in the Amended Management Agreements
as defined below (except for survival of the indemnities set forth in Section
6.1 and 6.3 of the Management Agreements). In connection with such termination,
Emeritus acknowledges that no management fees or other amounts are owing by
Sellers thereunder. However, as an accommodation to Emeritus to facilitate
relicensing, Sellers have agreed to sublease certain of the Facilities from
Emeritus pursuant to Sublease Agreement in the form of Exhibit E (the
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"Sublease") with respect to the Facilities listed on Exhibit F (the "Sublease
---------
Facilities") to accommodate the continued operation of the Subleased Facilities
until relicensing of the Facilities in Emeritus' name (or its affiliate) can be
accomplished. In connection with such Sublease Facilities, the Management
Agreements for certain of the Facilities are being amended such that the
Management Agreements in such amended form will remain in place with respect to
the Sublease Facilities for a short period of time after Closing not anticipated
to exceed ninety (90) days. The form of the Amendments to the Management
Agreements are set forth in Exhibit G ("Amended Management Agreements").
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Sellers shall cooperate with Emeritus in such relicensing and Emeritus shall
promptly reimburse any costs incurred by Sellers or any member or lender
thereof. As more particularly set forth in the Sublease and the Amended
Management Agreements, all costs, expenses and liabilities incurred by the
Sellers as sublessee of the Sublease Facilities, whether in connection with the
Sublease, the Amended Management Agreements or relicensing of the Facilities
(including, without limitation, any corrections or improvements to the
Facilities required in connection with such relicensing) shall be borne by
Emeritus, and Sellers shall bear no cost, expense or liability in connection
therewith. The Subleases and Amended Management Agreements shall terminate upon
licensing of the Sublease Facilities in Emeritus' name (or its affiliate),
except for the indemnities in Section 6.1 and 6.3 thereof. Emeritus shall keep
Sellers advised of the progress of such relicensing. Within ten (10) business
days of termination of the Subleases and Amended Management Agreements as set
forth above, Holdings shall redeem the membership interests held by SHP in
Holdings pursuant to mutually acceptable documentation.
Closing. The sale of the Facilities to Emeritus and the transactions
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described herein shall close on September 30, 2003 ( "Closing").
Put and Purchase Agreement. The Put and Purchase Agreement dated as of
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March 26, 1999, as amended, by and among Sellers and ▇▇▇▇▇▇ ▇. ▇▇▇▇ is
terminated at Closing.
Miscellaneous.
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Brokers and Finders. Each party represents to the other that no broker or
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finder has been involved in this transaction.
Notices. Any notice, demand, offer, approval or other writing required or
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permitted pursuant to this Agreement shall be in writing, furnished in duplicate
and shall be transmitted by hand delivery, facsimile, certified mail,
return receipt requested, or Federal Express or another nationally recognized
overnight courier service which provides evidence of delivery, postage prepaid,
as follows:
If to any Seller AL Investors II LLC
or Sellers: c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (503)370-7071 ext. 7143
With a copy to: ▇▇▇▇▇▇ Pepper & Shefelman PLLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
and Senior Housing Partners I, L.P.
c/o ▇▇. ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
and ▇▇▇▇▇▇▇ Procter LLP
Exchange Place
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
and Prudential Real Estate Investors
▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
If to the Managers c/o Emeritus Corporation
or Emeritus: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Any party shall have the right to change the place to which such notice shall be
given or add additional parties to receive notices by similar notice sent in
like manner to all other parties hereto. Any notice if sent by overnight
courier service shall be deemed delivered on the earlier of the date of actual
delivery or the next business day, if delivered by hand delivery or facsimile
shall be deemed delivered on the date of the actual delivery and if sent by
mail, shall be deemed delivered on the earlier of the third day following
deposit with the U.S. Postal Service or actual delivery. Any notice sent by
facsimile shall also be sent on the same business day by overnight courier or
mail as set forth above.
Amendment, Waiver. No modification, termination or amendment of this
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Agreement may be made except by written agreement. No failure by Sellers,
Managers, or Emeritus to insist upon the strict performance of any covenant,
agreement, or condition of this Agreement or to exercise any right or remedy
shall constitute a waiver of any such breach or any other covenant, agreement,
term or condition. No waiver shall affect or alter this Agreement, and each and
every covenant, agreement, term and condition of this Agreement shall
continue in full force and effect with respect to any other then existing or
subsequent breach thereof. All the terms, provisions, and conditions of this
Agreement shall inure to the benefit of and be enforceable by Sellers',
Managers' or Emeritus' successors and assigns.
Survival. All provisions of this Agreement shall survive the Closing
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and/or the conveyance of the Facilities to Buyer.
Captions. The captions of this Agreement are for convenience and reference
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only and in no way define, limit or describe the scope or intent of this
Agreement.
No Joint Venture. It is not intended by this Agreement to, and nothing
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contained in this Agreement shall, create any partnership, joint venture or
other arrangement between Sellers and their successors and assigns, on the one
part, and Emeritus and Managers and their successors and assigns on the other
part. No term or provision of this Agreement is intended to be, or shall be,
for the benefit of any person, firm, organization or corporation not a party
hereto, and no such other person, firm, organization or corporation shall have
any right or cause of action hereunder.
Exhibits. All exhibits attached hereto or referenced herein are
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incorporated in this Agreement.
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Severability. In case any one or more of the provisions contained in this
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Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if
such provisions had not been contained herein.
Counterparts. This Agreement and the documents to be delivered hereunder
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may be executed in any number of counterparts, and each such counterpart hereof
shall be deemed to be an original instrument, but all such counterparts together
shall constitute but one agreement.
a. Indemnification. Any indemnifications herein for the benefit of Sellers
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shall also run to the benefit of the "Indemnified Parties" as such term is
defined in Section 6.2 of the Management Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
EMERITUS: EMERITUS CORPORATION, a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Director of Real Estate Finance
MANAGERS: EMERITUS MANAGEMENT LLC, a Washington limited liability company
By: Emeritus Corporation, a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Director of Real Estate Finance
EMERITUS MANAGEMENT I LP, a Washington limited partnership
By: EM I, LLC, a Washington limited liability company
By: Emeritus Corporation, a Washington corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Director of Real Estate Finance
SELLERS: AL INVESTORS II LLC, a Delaware limited liability company, for
itself and as sole managing member on behalf of each of the Sellers which is an
Operating Facility, or in cases where the Seller is a limited partnership, as
sole managing member on behalf of the general partner thereof
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Authorized Representative
AL INVESTORS Development LLC, a Delaware limited liability company, for itself
and as sole managing member on behalf of each of the Sellers which is a
Development Facility
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Authorized Representative
SCHEDULE I
SCHEDULE I
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FACILITY
OPERATING FACILITY CITY/ADDRESS SELLER
------------------ ------------ ------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Sarasota LLC
-------------------- -------------------- ------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ Club of Fort ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Fort ▇▇▇▇▇
----------------------- --------------------- --------------------------
LLC
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ E
Park Club of Oakbridge ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Lakeland LLC
----------------------- ------------------- ----------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ Club of Brandon ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Brandon LLC
----------------------- ------------------- ----------------------------
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Pocatello LLC
--------------- --------------------- ---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Chubbuck LLC
----------- -------------------- --------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
The Pines of Tewksbury ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Tewksbury
------------------------- -------------------- -------------------------
LLC
---
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Ontario LLC
----------- ------------------- -------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II ▇▇▇▇▇▇▇▇ LLC
--------------- -------------------- --------------------------------
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Lubbock AL Investors II LP (1)
----------------- ------------------- ----------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Bellingham LLC
------------------ ---------------------- ------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Moses Lake LLC
----------- ----------------------- -----------------------------------
31002 - 14th Avenue ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Federal Way LLC
---------------- ----------------------- -------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ of Coeur d'Alene ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Coeur
------------------------- ------------------------ ---------------------
d'Alene LLC
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FACILITY
DEVELOPMENT FACILITY CITY/ADDRESS SELLER
-------------------- ------------ ------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Loyalton of Flagstaff ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Al Investors Development
----------------------- --------------------- --------------------------
Flagstaff LLC
--------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Loyalton of Phoenix N. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
--------------------- ----------------------- --------------------------
Phoenix LLC
------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
---------------------- -------------------- --------------------------
Staunton LLC
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
Loyalton of Hagerstown Hagerstown, MD AL Investors Development
------------------------ --------------- --------------------------
Hagerstown LLC
---------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
---------------------- -------------------- --------------------------
Lakewood LLC
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* don't have
full report
* don't have
full report
(1) 1% GP - Elmbrook Estates Investors II LLC; 99% LP - AL Investors
II LLC
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EXHIBIT A
EXHIBIT A
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Management Agreements
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1. Management Agreement with Option to Purchase dated as of March 25, 1999,
as amended by First Amendment dated January 1, 2001 between Emeritus Management
LLC, a Washington limited liability company, and Emeritus Corporation, a
Washington corporation as Managers and the Sellers of the Development
Facilities.
2. Management Agreement with Option to Purchase dated as of March 26, 1999,
as amended by Amendments to Management Agreement dated March 27, 2000, March 22,
2001, January 1, 2002 and June 30, 2003 between Emeritus Management LLC, a
Washington limited liability company and Emeritus Corporation, a Washington
corporation, as Managers and the Sellers of the Operating Facilities, except for
the TIAA Facilities Sellers as defined below.
3. Management Agreement with Option to Purchase dated as of March 27, 2000
between Emeritus Management LLC, a Washington limited liability company, and
Emeritus Corporation, a Washington corporation, as Manager and the following
Sellers of the Operating Facilities: AL Investors II Fort ▇▇▇▇▇ LLC, AL
Investors II Ontario LLC, AL Investors II ▇▇▇▇▇▇▇▇ LLC, and the AL Investors II
Federal Way LLC ("TIAA Facilities Sellers").
EXHIBIT B
EXHIBIT B
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Purchase Price Allocation
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EXHIBIT C
EXHIBIT C
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Warrants
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EXHIBIT D
PAGE D-4
EXHIBIT D
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ASSIGNMENT AND ASSUMPTION
OF LEASES AND CONTRACTS
(▇▇ ▇▇ Portfolio)
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this "Agreement")
is entered into as of September 30, 2003, by and between AL Investors on behalf
of each of the Sellers on Schedule I hereto ("Assignor") and Emeritus
-----------
Corporation ("Assignee").
In consideration of the mutual promises contained herein and other good
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree:
1. Facilities. The "Facilities" means each of the Facilities listed on
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Schedule I hereto, together with the building, structures and other improvements
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located on each of the Facilities.
2. Leases. The "Leases" means those leases, tenancies, residency
------
agreements and occupancy agreements affecting the Facilities arising out of the
management and operation of the Facilities.
3. Contracts. "Contracts" means all contracts, oral, written or an
---------
open account, for goods and services arising out the management and operation of
the Facilities.
4. Assignment. Assignor hereby grants, transfers, sets over and
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assigns as of the date hereof to Assignee the entire right, title and interest
of Assignor in and to the Leases and the Contracts.
5. Assumption. Assignee hereby assumes all covenants, agreements and
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obligations of Assignor as landlord under or as a party to the Leases and
Contracts. Assignee shall perform and satisfy all obligations under each of the
Leases and the Contracts whether arising before or after the date hereof.
Assignee further assumes all liability of Assignor for the proper refund or
return of the Security Deposits if, when and as required by the Leases.
6. Successors and Assigns. This Assignment shall be binding upon and
------------------------
inure to the benefit of Assignor and Assignee and their respective successors
and assigns.
7. Counterparts. This Assignment may be executed in one or more
------------
counterparts, each of which shall be an original, but which together shall
constitute one and the same assignment.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first above written.
ASSIGNOR: AL INVESTORS II LLC, a Delaware limited liability company, for
itself and as sole managing member on behalf of each of the Sellers which is an
Operating Facility, or in cases where the Seller is a limited partnership, as
sole managing member on behalf of the general partner thereof
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Authorized Representative
AL INVESTORS Development LLC, a Delaware limited liability company, for itself
and as sole managing member on behalf of each of the Sellers which is a
Development Facility
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Authorized Representative
ASSIGNEE: EMERITUS CORPORATION, a Washington corporation
By:
Its:
STATE OF WASHINGTON
ss.
COUNTY OF KING
----------------
I certify that I know or have satisfactory evidence that ▇▇▇▇▇ ▇. ▇▇▇▇▇ is
the person who appeared before me, and said person acknowledged that said person
signed this instrument, on oath stated that said person was authorized to
execute the instrument and acknowledged it as an authorized representative on
behalf of each of the Sellers listed in Schedule I hereto, to be the free and
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voluntary act of such Seller for the uses and purposes mentioned in the
instrument.
Dated this ________________ day of _________________________, 2003.
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington, residing at
My appointment expires
STATE OF WASHINGTON
ss.
COUNTY OF KING
I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is
the person who appeared before me, and said person acknowledged that said person
signed this instrument, on oath stated that said person was authorized to
execute the instrument and acknowledged it as the authorized representative of
Emeritus Corporation, a corporation, to be the free and voluntary act of such
corporation for the uses and purposes mentioned in the instrument.
Dated this ________________ day of _________________________, 2003.
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington, residing at
My appointment expires
SCHEDULE I
----------
FACILITY
OPERATING FACILITY CITY/ADDRESS SELLER
------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Sarasota LLC
-------------------- -------------------- ------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ Club of Fort ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Fort ▇▇▇▇▇
----------------------- --------------------- --------------------------
LLC
---
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ E
Park Club of Oakbridge ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Lakeland LLC
----------------------- ------------------- ----------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ Club of Brandon ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Brandon LLC
----------------------- ------------------- ----------------------------
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Pocatello LLC
--------------- --------------------- ---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Chubbuck LLC
----------- -------------------- --------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
The Pines of Tewksbury ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Tewksbury
------------------------- -------------------- -------------------------
LLC
---
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Ontario LLC
----------- ------------------- -------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II ▇▇▇▇▇▇▇▇ LLC
--------------- -------------------- --------------------------------
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Lubbock AL Investors II LP (1)
----------------- ------------------- ----------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Bellingham LLC
------------------ ---------------------- ------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Moses Lake LLC
----------- ----------------------- -----------------------------------
31002 - 14th Avenue ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Federal Way LLC
---------------- ----------------------- -------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ of Coeur d'Alene ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors II Coeur
------------------------- ------------------------ ---------------------
d'Alene LLC
------------
FACILITY
DEVELOPMENT FACILITY CITY/ADDRESS SELLER
-------------------- ------------ ------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Loyalton of Flagstaff ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Al Investors Development
----------------------- --------------------- --------------------------
Flagstaff LLC
--------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Loyalton of Phoenix N. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
--------------------- ----------------------- --------------------------
Phoenix LLC
------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
---------------------- -------------------- --------------------------
Staunton LLC
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
Loyalton of Hagerstown Hagerstown, MD AL Investors Development
------------------------ --------------- --------------------------
Hagerstown LLC
---------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AL Investors Development
---------------------- -------------------- --------------------------
Lakewood LLC
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* don't have
full report
* don't have
full report
(1) 1% GP - Elmbrook Estates Investors II LLC; 99% LP - AL Investors
II LLC
EXHIBIT E
EXHIBIT E
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Sublease
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EXHIBIT F
EXHIBIT F
---------
Sublease Facilities
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EXHIBIT G
EXHIBIT G
---------
Amended Management Agreements
-----------------------------
