NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants of the parties set forth herein, IT IS HEREBY AGREED TO AS FOLLOWS: AGREEMENT 1. ENGAGEMENT OF ACORN. RALLC does hereby retain Acorn to provide the Marketing Services...Marketing Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN ASSISTED LIVING FACILITYAgreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
PARTNERSHIP INTEREST PURCHASE AGREEMENT (EMERITUS) This Partnership Interest Purchase Agreement (the "Agreement") is dated June 4th, 1998 and is entered into between EMERITUS REAL ESTATE LLC IV, a Washington limited liability company ("Seller") and...Partnership Interest Purchase Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
AMENDMENT 1 TO SENIOR MANAGEMENT EMPLOYMENT AGREEMENT AMENDMENT 1 TO SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated as of April 14, 1998, between EMERITUS CORPORATION, a Washington corporation (the "Company") and Sarah Curtis ("Executive"). RECITALS A....Senior Management Employment Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
As amended, the terms and conditions of the Agreement is hereby confirmed by the Company and Executive. IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the day and year first above written. EMERITUS CORPORATION /s/ Raymond R. Brandstrom By: Raymond R. Brandstrom Title: President EXECUTIVE /s/ Sarah Curtis By: Sarah Curtis
AMENDMENT 1 TO SEMOR MANAGEMENT EMPLOYMENT AGREEMENT AMENDMENT 1 TO SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated as of April 14,1998, between EMERITUS CORPORATION, a Washington corporation (the "Company") and Frank Ruffo ("Executive"). RECITALS A....Semor Management Employment Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
As amended, the terms and conditions of the Agreement is hereby confirmed by the Company and Executive. IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the day and year first above written. EMERITUS CORPORATION /s/ Raymond R. Brandstrom By: Raymond R. Brandstrom Title: President EXECUTIVE /s/ Frank Ruffo By: Frank Ruffo
MORTGAGE, OPEN-END MORTGAGE, ADVANCE MONEY MORTGAGE , TRUST DEED, DEED OF TRUST, TRUST INDENTURE, ASSIGNMENT , ASSIGNMENT OF RENTS, SECURITY AGREEMENT, INCLUDING FIXTURE FILING AND FINANCING STATEMENT Dated June 3o,1998 EMERITUS PROPERTIES III, INC....Emeritus Corp\wa\ • August 14th, 1998 • Services-nursing & personal care facilities • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COOPER GEORGE PARTNERS LIMITED PARTNERSHIP The Agreement of Limited Partnership is made and entered into as of the 29th day of June, 1998 by and among, Columbia Pacific Master Fund '98 General...Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
9,765,000.00 CREDIT AGREEMENT Dated as of June 30, 1998 Between COOPER GEORGE PARTNERS LIMITED PARTNERSHEIP as Borrower, and DEUTSCHE BANK AG, NEW YORK BRANCH, as the Lender CREDIT AGREEMENT CREDIT AGREEMENT (this "Agreement") dated as of June 30,1998...Credit Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
DEED OF TRUST, TRUST INDENTURE, ASSIGNMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT, INCLUDING FIXTURE FILING AND FINANCING STATEMENT Dated June 30, 1998 COOPER GEORGE PARTNERS LIMITED PARTNERSHIP, Grantor to CHICAGO TITLE INSURANCE COMPANY as Trustee...Emeritus Corp\wa\ • August 14th, 1998 • Services-nursing & personal care facilities • Washington
e) any impairment by the Borrowers or any of their Affiliates of the value of any material portion of the Collateral for each Loan; any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrowers enforceable...Guaranty and Limited Indemnity Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
PROMISSORY NOTE $9,765,000.00 Dated: June 30,1998 FOR VALUE RECEIVED, the undersigned, COOPER GEORGE PARTNERS LIMITED PARTNERSHIP, a Washington limited partnership ("Borrower"), HEREBY PROMISES TO PAY to the order of DEUTSCHE BANK AG, NEW YORK BRANCH...Emeritus Corp\wa\ • August 14th, 1998 • Services-nursing & personal care facilities
PROMISSORY NOTE $9,765,000.00 Dated: June 30,1998 FOR VALUE RECEIVED, the undersigned, COOPER GEORGE PARTNERS LIMITED PARTNERSHIP, a Washington limited partnership ("Borrower"), HEREBY PROMISES TO PAY to the order of DEUTSCHE BANK AG, NEW YORK BRANCH or its registered assigns (the "Lender") for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of NINE MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND AND NO/100 DOLLARS ($9,765,000.00) owing to the Lender by Borrower pursuant to the Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; terms defined therein being used herein as therein defined) among Borrower and the Lender on the dates and in the amounts specified in the Credit Agreement. Borrower promises to pay to Lender or its registered assigns interest on the unpaid principal amount of the Loan from the date of the Loan until su
GUARANTY AND LIMITED INDEMNITY AGREEMENT from EMERITUS CORPORATION as Guarantor, and DEUTSCHE BANK AG, NEW YORK BRANCH as Lender Dated as of April 29,1998 GUARANTY AND LIMITED INDEMNITY AGREEMENT THIS GUARANTY AND LIMITED INDEMNITY AGREEMENT (this...Guaranty and Limited Indemnity Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
FLAGSTAFF, ARIZONA LEASEHOLD IMPROVEMENT AGREEMENT AMONG MEDITRUST COMPANY LLC AND EMERITUS PROPERTIES I, INC. LEASEHOLD IMPROVEMENT AGREEMENT THIS LEASEHOLD IMPROVEMENT AGREEMENT is made as of May 12,1998 by and among EMERITUS PROPERTIES I, INC., a...Arizona Leasehold Improvement Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN INDEPENDENT AND ASSISTED LIVING FACILITY (VICKERY TOWERS DALLAS, TX) This Agreement to Provide Management Services to an Independent and Assisted Living "dated June 30, 1998 is made and entered into by...Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
Susan BalzerSusan Balzer Laurel Place FACILITY LEASE AGREEMENT MEDITRUST ACQUISITION CORPORATION I (A Massachusetts corporation) as Lessor AND EMERITUS PROPERTIES I, INC. (A Washington corporation) as Lessee Dated as of February 27,1998 For Premises...Facility Lease Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
GUARANTY AND LIMITED INDEMNITY AGREEMENT from DANIEL R. BATY as Guarantor, and DEUTSCHE BANK AG, NEW YORK BRANCH as Lender Dated as of June 30, 1998 GUARANTY AND LIMITED INDEMNITY AGREEMENT THIS GUARANTY AND LIMITED INDEMNITY AGREEMENT (this...Guaranty and Limited Indemnity Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT VICKERY TOWERS This Partnership Interest Purchase and Sale Agreement (the "Agreement") is dated, for reference purposes only, as of the 4th day of June,1998, and is by and between ESC GP II, INC., a...Partnership Interest Purchase and Sale Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas
AMENDMENT TO CREDIT AGREEMENT AND RESTATEMENT OF ARTICLE IX THIS AMENDMENT (the "Amendment") is made as of this 30th day of June, 1998, by and among EMERITUS PROPERTIES II, INC. ("EII"), EMERITUS PROPERTIES III, INC. ("EIII"), EMERITUS PROPERTIES V,...Credit Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
Susan BalzerSusan Balzer AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN INDEPENDENT AND ASSISTED LIVING FACILITY (Cooper George Spokane, Washington) This Agreement to Provide Management Services to an Independent and Assisted Living Facility...Balzersusan Balzer Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESC II, LP (Vickery Towers, Dallas, Texas) The Agreement of Limited Partnership is made and entered into as of the 30th day of June, 1998 by and among, Columbia Pacific Master Fund '98 General...And Restated Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
FACILITY LEASE AGREEMENT MEDITRUST COMPANY LLC (A Delaware limited liability company) as Lessor AND EMERITUS PROPERTIES I, INC. (A Washington corporation) as Lessee May 12,1998 For Premises Located In City of Flagstaff, Coconino County, Arizona...Facility Lease Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
56,286,000 CREDIT AGREEMENT Dated as of April 29, 1998 Between EMERITUS PROPERTIES II, INC., EMERITUS PROPERTIES V, INC., and EMERITUS PROPERTIES VII, INC., as the Borrowers, and DEUTSCHE BANK AG, NEW YORK BRANCH, as the Lender CREDIT AGREEMENT CREDIT...Credit Agreement • August 14th, 1998 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
