SIDE LETTER TO MANAGEMENT AGREEMENT
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WITH OPTION TO PURCHASE
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(AL I - Emeritrust 25 Facilities)
This Side Letter to Management Agreement with Option to Purchase, as
amended (this "Side Letter") is effective as of the 30th day of June, 2003 by
and among Emeritus Management LLC, a Washington limited liability company
("Emeritus Management"), Emeritus Management I LP, a Washington limited
partnership ("Texas Manager;" together with Emeritus Management referred to
herein as "Manager"), Emeritus Corporation, a Washington Corporation
("Emeritus), AL Investors LLC, a Delaware limited liability company ("AL
Investors"), 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 Management Agreement (as hereinafter defined).
Recitals
NOW, THEREFORE, in consideration of Ten and No/100 Dollars, the agreements
contained herein, the termination by Emeritus of its options to purchase the
Facilities as set forth in the Management Agreements, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms.All terms capitalized herein but not defined shall have
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the meanings given them in the Management Agreement.
2. Section 8.3.With respect to Section 8.3 of the Management Agreement, it
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is agreed that Owners shall not look to Emeritus for the Emeritus Deficit
Contribution referred to therein which accrues or arises during the period from
July 1, 2003 to January 2, 2004.
3. Indemnity by Owners. Owners hereby agree to indemnify, defend,
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and hold harmless Emeritus from any obligation Emeritus may have to Senior
Lender to fund the Emeritus Deficit Contribution which arises or accrues during
the period of July 1, 2003 to January 2, 2004.
4. Understandinqs and Aqreements.This Side Letter, 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. This Side
Letter shall not affect the rights of Senior Lender as successor to the Owners
under the Collateral Assignment of Management Agreement dated December 30, 1998
and amended.
5. Headinqs.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.
6. Applicable Law.This Side Letter shall be construed and interpreted and
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be governed by the laws of the State of Washington.
7. Counterparts.This Agreement may be executed in counterparts and such
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counterparts shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Side
Letter as of the date and year first above written.
EMERITUS MANAGEMENT
EMERITUS MANAGEMENT LLC, a Washington limited liability company
By: Emeritus Corporation,
a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Real Estate Finance
EMERITUS MANAGEMENT I LP
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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Real Estate Finance
EMERITUS
EMERITUS CORPORATION, a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Real Estate Finance
AL INVESTORS
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/ ▇. ▇▇▇▇▇
Name: ▇. ▇▇▇▇▇
Title: Authorized Representative
The undersigned has executed this Side Letter for the sole purpose of consenting
to the foregoing Amendment but shall have no liability under Section 3.
Senior Housing Partners I, L.P., a Delaware limited partnership
By:
Name