SECURITY AGREEMENTSecurity Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SECURITY AGREEMENT (the "Agreement") made as of the 1st day of November, 2012, by and between EMERICHIP PHOENIX LLC, a Delaware limited liability company, with offices at 3131 Elliott Ave., Suite 500, Seattle, WA 98121 (referred to in this Agreement as the "Debtor"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, having an office and place of business at 8115 Preston Road, Suite 800, Dallas, Texas 75225 (referred to in this Agreement as the "Secured Party").
FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENTMaster Lease and Security Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made as of December 4, 2012 (the “Effective Date”), by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”).
UNIT PURCHASE AGREEMENT AMONG HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2012Unit Purchase Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
THIS UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 2012 is made by and among Home Health Care Holdings, LLC, a Delaware limited liability company (the "Company"), Emeritus Corporation, a Washington corporation ("Parent"), EmeriCare NOC LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Parent ("Buyer"), the members of the Company set forth on Exhibit A attached hereto (each, a "Member" and collectively, the "Members"), and Kinderhook Industries, LLC, a Delaware limited liability company ("Seller Representative"). The Company, Parent, Buyer, Members and Seller Representative shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party."
THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE AND SECURITY AGREEMENT between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH...Master Lease and Security Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
THIS MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Lease”) is dated as of October 31, 2012, and is made by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, and HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washi
DEED OF TRUST With Assignment of RentsEmeritus Corp\wa\ • March 4th, 2013 • Services-nursing & personal care facilities
THIS DEED OF TRUST, made as of the first day of November, 2012, by and between, EMERICHIP PHOENIX LLC, a limited liability company organized and existing under the laws of the State of Delaware, with offices at 3131 Elliott Ave., Suite 500, Seattle, WA 98121, herein called Trustor, and CHICAGO TITLE INSURANCE COMPANY, whose address is 2390 E. Camelback Rd., Suite 325, Phoenix, AZ 85016, herein called Trustee, and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, with offices at 8115 Preston Road, Suite 800, Dallas, Texas 75225, herein called Beneficiary.
PUT/CALL AGREEMENTPut/Call Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
This Put/Call Agreement (this "Agreement") is made as of November 1, 2012 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"), and each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members").
MODIFICATION OF LOAN DOCUMENTSModification of Loan Documents • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Ohio
THIS MODIFICATION OF LOAN DOCUMENTS (this "Agreement") is entered into and effective for all purposes the 7th day of September, 2012, by and among EMERIHRT ROANOKE LLC, a Delaware limited liability company (“Roanoke”), EMERIHRT CREEKVIEW LLC, a Delaware limited liability company (“Creekview”), EMERICHIP STOCKTON LLC, a Delaware limited liability company (“Stockton”), EMERIHRT GREENSBORO LLC, a Delaware limited liability company (“Greensboro”), EMERIHRT HARRISBURG LLC, a Delaware limited liability company (“Harrisburg”), EMERICHIP PHOENIX LLC, a Delaware limited liability company (“Phoenix”), EMERIHRT RAVENNA LLC, a Delaware limited liability company (“Ravenna”), PHNTUS LO JOLIET SCU LLC, a Delaware limited liability company (“Joliet”), EMERIHRT MEDICAL CENTER LP, a Delaware limited partnership (“Medical Center”), (Roanoke, Creekview, Stockton, Greensboro, Harrisburg, Phoenix, Ravenna, Joliet and Medical Center referred to herein from time to time individually as a “Borrower” and collec
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2012 (the “Execution Date”) by and among BRE/SW Portfolio LLC, a Delaware limited liability company (“Seller JV”), those owner entities listed on Schedule 1 (the Seller JV and each such entity, a “Seller” and, collectively, “Sellers”), HCP, Inc., a Maryland corporation (“Purchaser”), and Emeritus Corporation, a Washington corporation (“E”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
This LOAN MODIFICATION AGREEMENT (this “Agreement”) dated November 30, 2012, is made by KEYBANK NATIONAL ASSOCIATION, a national banking association, (“Lender”) EMERICHENAL LLC, a Delaware limited liability company, and EMERICLEAR LLC, a Delaware limited liability company, (collectively, “Borrowers”), and EMERITUS CORPORATION, a Washington corporation (“Guarantor”).
HCP, INC., as Lender, and EMERITUS CORPORATION, as Borrower LOAN AGREEMENT Dated as of: October 31, 2012 DOCUMENT PREPARED BY: Paul, Weiss, Rifkind, Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Harris B. FreidusLoan Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 31, 2012 by and between HCP, INC., a Maryland corporation, as lender (together with its successors and permitted assigns “Lender”) and Emeritus Corporation, a Washington corporation , as borrower (“Borrower”).
