Preview | Buy Out Agreement |

Document Preview

Buy Out Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Buy Out Agreement

Entities:

Health Care REIT, Inc.

Date:

2002

Size:

Preview shows 2KB of 8KB total

Price:

$37

ID:

#1044224

► M&A ► Miscellany ► Buy-Out Agreements
► Real Estate

Start of Preview

<SEQUENCE>5

<FILENAME>ex10175.txt

<TEXT>



                                BUY OUT AGREEMENT



     THIS  AGREEMENT  is made and entered into effective as of March 28, 2002 by

and between Emeritus Corporation ("Emeritus") and Fairfield Assisted Living, LLC

("FAL").



                                    RECITALS



     A.     Emeritus  is  currently  the  sole  member  of  Fairfield Retirement

Center,  LLC  (the  "LLC").



     B.     The  LLC  is  the  owner  of  the  assisted living facility known as

NorthBay  Retirement  Center  in  Fairfield,  California  (the  "Facility").



     C.     The  Company  previously  granted  FAL  a  75% interest in Emeritus'

economic  interest  in the LLC and a 75% interest in Emeritus' economic interest

in a $2,500,000 Promissory Note payable by the LLC to Emeritus (the "Note") (the

"Economic  Interests");



     D.     Emeritus  currently  has the right to acquire the Economic Interests

from  FAL  for  a  purchase  price equal to FAL's investment (which is currently

$2,100,000)  plus  a  9%  return  on  that  investment (the "Repurchase Price").



     E.     FAL has the right to sell the Economic Interests with the consent of

the  Company.



     F.     Emeritus  has advanced $487,734 on behalf of FAL to meet the working

capital  needs  of  the  LLC  (the  "Emeritus  Working  Capital  Advances").



     G.     The Company and FAL are interested in restructuring the LLC in order

to  clean  up the capital structure of the LLC and thus eliminate the complexity

of  the  foregoing  economic  interest  arrangement.



H.     Emeritus  has  executed  a  Commitment  Letter,  dated March 5, 2002 with

Health  Care  REIT,  Inc. ("HCR") pursuant to which Emeritus has agreed to cause

the  LLC  to  sell  the Facility to HCR and HCR has agreed to lease the Facility

back  to  Emeritus  which,  in turn, would sublease the Facility to the LLC (the

"Sale/Leaseback  Transaction").



I.     Emeritus  and FAL are interested in documenting their rights with respect

End of Preview

Home Intelligence Services Subscriptions News About Us