FOURTH AMENDMENT TO
MANAGEMENT AGREEMENT
(AL II - 14 Operating Facilities)
(GMAC)
This Fourth Amendment to Management Agreement (this "Amendment") is made
effective this 30th day of June, 2003, by and among Emeritus Management LLC, a
Washington limited liability company ("Emeritus Management"), Emeritus
Management I LP, a Washington Corporation ("Emeritus"), AL Investors II LLC, a
Delaware limited liability company ("AL Investors II"), for itself and as sole
managing member or sole managing member of the general partner of each of the
Facility Entities set forth on Exhibit A to the AL II Management Agreement
(GMAC) (as amended and as hereinafter defined) which own a Facility other than a
Refinanced Facility.
Recitals
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A. Emeritus Management, Texas Manager, Emeritus, AL Investors II, ESC I,
L.P., a Washington limited partnership ("ESC"), ESC G.P. I, Inc., a Washington
corporation ("ESCGP"), and Emeritus Properties, I, Inc., a Washington
corporation ("EPI") entered into that certain Management Agreement with Option
to Purchase (AL II - 14 Operating Facilities), dated March 26, 1999, which was
thereafter amended by (1) Amendment to Management Agreement (AL II - 14
Operating Facilities), dated March 27, 2000 (the "First Amendment"), pursuant to
which the Refinanced Facilities (as defined therein) were deleted, and were
included instead in that certain Management Agreement with Option to Purchase
(Teachers), dated March 27, 2000 (the "ALII Management Agreement (Teachers)"),
(2) by Second Amendment to Management Agreement dated March 22, 2001 (the
"Second Amendment"), and (3) Third Amendment to Management Agreement (the "Third
Amendment") as so segregated and amended, the "AL II Management Agreement
(GMAC)", ESC, ESCGP and EPI have ceased to be Managers under the AL II
Management Agreement (GMAC).
B. The Senior Lender has agreed to extend the term of the Senior Loan from
June 30, 2003 to October 1, 2003 and AL Investors II and Manager wish to extend
the term of the AL II Management Agreement (GMAC) until October 1, 2003 as set
forth herein.
NOW, THEREFORE, in consideration of Ten and No/100 dollars, the agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Definitions. All terms capitalized herein but not defined shall have
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meanings given them in the AL II Management Agreement (GMAC).
2. Extension of Management Agreement. Section 2.3 as added by the Third
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Amendment is hereby amended to replace the date "June 30, 2003" in the first
paragraph with date "October 1, 2003" with the intent that the Extension Period
as defined therein shall expire on October 1, 2003 rather than June 30, 2003.
The Second paragraph of Section 2.3 is deleted.
3. Costs and Expenses. AL Investors II shall pay for all closing costs
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related to extending the Senior Loan to October 1, 2003, including, without
limitation, all costs and fees incurred by the Senior Lender, title insurance
fees, and UCC search costs.
4. Ratification. The AL Management Agreement (GMAC), as amended by the
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Agreement, is hereby ratified and confirmed.
5. Understandings and Agreements. This Amendment, together with the
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Management Agreement, constitutes all of the understandings and agreements
between the parties with respect to the management of the Facilities.
6. Headings. The headings contained herein are for convenience of reference
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only and are not intended to define, limit or describe the scope or intent of
any provision of this Agreement.
7. Applicable Law. This Agreement shall be construed and interpreted and be
governed by the laws of the State of Washington.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date and year first above written.
EMERITUS MANAGEMENT
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EMERITUS MANAGEMENT LLC,
A Washington limited liability company
By: Emeritus Corporation,
a Washington corporation
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: Vice President of Finance
EMERITUS MANAGEMENT I LP
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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/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: Vice President of Finance
EMERITUS
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EMERITUS CORPORATION, a Washington corporation
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: Vice President of Finance
AL INVESTORS
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AL INVESTORS LLC, a Delaware limited liability company, for itself and as sole
managing member on behalf of each of the Owners, or in the case where the Owner
is a limited partnership, as sole managing member on behalf of the general
partner thereof
By: /s/ Norman L. Brenden
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Name: Norman L. Brenden
Title: Manager
The undersigned lenders in connection with the Senior Loan and the Junior Loan
have executed this Agreement for the sole purpose of consenting to the foregoing
Amendment.
GMAC Commercial Mortgage Corporation,
A California corporation
By:
Name:
Title:
Senior Housing Partners I, L.P.,
A Delaware limited partnership
By: /s/ Noah R. Levy
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Name: Noah R. Levy
Title: Vice President
The undersigned has executed this Agreement for the sole purpose of (i)
acknowledging and consenting to the foregoing Amendment, (ii) ratifying that
certain Guaranty of Management Agreement (AL II - 14 Operating Facilities) dated
March 26, 1999, given by Emeritus in favor of AL Investors II and the Facility
Entities, as amended by Amendment and Ratification of Guaranty of Management
Agreement dated March 27, 2000, by Second Amendment and Ratification or Guaranty
of Management Agreement dated March 22, 2001 and by the Third Amendment (the
"Guaranty"), and (iii) confirming and agreeing that foregoing Amendment does not
alter, modify, amend or waive any terms contained in the Guaranty.
EMERITUS CORPORATION, a Washington corporation
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: Vice President of Finance