Back
      to 10-Q   
 
 
 
 
 
 
 
 
 
 
 This
        instrument was prepared by:
 David
        J.
        White
 Baker,
        Donelson, Bearman,
 Caldwell
        & Berkowitz, P.C.
 211
        Commerce Street, Suite 1000
 Nashville,
        Tennessee 37201
  
   **LEASE
        TERMINATION AGREEMENT**
  **THIS
        LEASE TERMINATION AGREEMENT** (the
“Termination”) is dated as of March ___, 2007, and is effective at the Effective
        Time (as defined in **Section
        1** hereof),
        and is by and among **HR
        ACQUISITION I CORPORATION,** a
        Maryland corporation, **HR
        ACQUISITION OF PENNSYLVANIA, INC.** ,
        a
        Pennsylvania corporation (f/k/a Capstone Capital of Pennsylvania, Inc.),
        and **HRT
        HOLDINGS, INC** .,
        a
        Delaware corporation (collectively
        the “Landlord”), with an address of 3310 West End Avenue, Suite 700, Nashville,
        Tennessee 37203, and **EMERITUS
        CORPORATION** ,
        a
        Washington corporation (the
“Tenant”), with an address of 3131
        Elliott Avenue, Suite 500, Seattle, Washington 98121 .
 
 **PRELIMINARY
        STATEMENTS**
  A.  Pursuant
        to that certain Lease Agreement identified on **Exhibit
        A** attached
        hereto (the “Lease”), Tenant leased from Landlord the premises more particularly
        described as the “Leased Property” in the Lease (the “Premises”), including the
        real property described on **Exhibit
        B** attached
        hereto.
  B.  I n
        conjunction with the conveyance of the Premises by Landlord to Tenant, Landlord
        and Tenant wish to agree and consent to the termination of the Lease .
  **TERMS**
  **NOW,
        THEREFORE** ,
        in
        consideration of the sum of Ten and No/100 Dollars ($10.00) and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
   Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
  acknowledged,
        and the mutual promises contained in this Termination, the parties, intending
        to
        be legally bound, agree as follows:
  1.  Landlord
        and Tenant hereby agree and consent to the termination of the Lease, effective
        as of ______ __.m. (Eastern Time) on the date hereof (the “Effective Time”);
        provided, however, that Tenant is not released from any liabilities, duties
        or
        obligations under the Lease that arose or accrued prior to the Effective
        Time,
        including, without limitation, the obligation, responsibility or liability
        for
        the payment to Landlord or any other person or entity for any losses,
        liabilities, damages, injuries, penalties, fines, costs, expenses, claims
        and
        other amounts of any and every kind whatsoever (including, without limitation,
        reasonable attorneys’ fees and expenses) that
        relate to (a) the Lease; (b) Tenant’s occupancy of the Premises or the
        improvements thereon; (c) the use
        or
        enjoyment of any appurtenances, easements, rights and privileges belonging
        to
        the Premises by Tenant or its invitees, officers,
        contractors, subcontractors, agents, representatives or employees ;
        or (d) causes
        of
        action, claims, suits, actions or other proceedings (i) pending at the Effective
        Time or (ii) filed or made at or after the Effective Time and relating to events
        occurring or liabilities or obligations arising or accruing prior to the
        Effective Time.
 
 2.  Tenant
        hereby releases and forever discharges Landlord from all known or unknown
        causes
        of action, claims, suits, actions, demands or other proceedings of any kind
        that
        Tenant has as of the Effective Time or may have after the Effective Time
        on
        account of or in any way arising out of or related to the Lease or the
        Premises.
 
 3.  This
        Termination shall be construed and interpreted in accordance with the laws
        of
        the State in which the Premises are located.
 
 4.  This
        Termination shall inure to the benefit of the successors and assigns of the
        parties hereto.
 
 5.  This
        Termination may be executed in any number of counterparts, each of which
        shall
        be deemed an original hereof and all of which together shall constitute but
        one
        Termination. In the event of any conflict between the terms of this Termination
        and the terms of the Lease, the terms of this Termination shall govern and
        shall
        be controlling.
  Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
  
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties hereto have executed this instrument effective on the date set forth
        above.
  **LANDLORD:**
 
 **HR
        ACQUISITION I CORPORATION** ,         a
        Maryland corporation
 
 
 By:
        /s/
        John M. Bryant, Jr.
 John
        M.
        Bryant, Jr.
 Senior
        Vice President and General Counsel
 
 
 [CORPORATE
        SEAL]
 
 
 
 State
        of
        Tennessee
 County
        of
        Davidson
 
 I
        certify
        that John M. Bryant, Jr., in his capacity as Senior Vice President and General
        Counsel of **HR
        ACQUISITION I CORPORATION** ,
        a
        Maryland corporation, personally appeared before me this day, and (I have
        personal knowledge of the identity of the principal(s) or I have seen
        satisfactory evidence of the principal's identity, by a current state or
        federal
        identification with the principle's photograph in the form of a
        ___________________ ) and has acknowledged to me that he or she voluntarily
        signed the foregoing document for the purpose stated therein and that he/she
        has
        the authority to do so.
 
 Date:
        March _14, 2007     Notary
        Signature: /s/ Ruth Ann Caruthers__
 Printed
        Name: _ Ruth Ann Caruthers _____
 STAMP/SEAL
        HERE
 My
        Commission Expires: _08/08/2010_
  Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
  
 
 **HRT
        HOLDINGS, INC** .,
 a
        Delaware corporation
 
 By:
        /s/
        John M. Bryant, Jr.
 John
        M.
        Bryant, Jr.
 Senior
        Vice President and General Counsel
 
 
 [CORPORATE
        SEAL]
 
 
 
 State
        of
        Tennessee
 County
        of
        Davidson
 
 I
        certify
        that John M. Bryant, Jr., in his capacity as Senior Vice President and General
        Counsel of **HRT
        HOLDINGS, INC.** ,
        a
        Delaware corporation, personally appeared before me this day, and (I have
        personal knowledge of the identity of the principal(s) or I have seen
        satisfactory evidence of the principal’s identity, by a current state or federal
        identification with the principle’s photograph in the form of a
        ___________________ ) and has acknowledged to me that he or she voluntarily
        signed the foregoing document for the purpose stated therein and that he/she
        has
        the authority to do so.
 
 Date:
        March ___14, 2007     Notary
        Signature: _/s/ Ruth Ann Caruthers _
 Printed
        Name: __ Ruth Ann Caruthers _
 STAMP/SEAL
        HERE
 My
        Commission Expires: 08/08/2010__
 
 
 
 
 
 [CORPORATE
        SEAL]
 
  Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
  
 
 
 **HR
        ACQUISITION OF**           **PENNSYLVANIA,
        INC** .,
 a
        Pennsylvania corporation
 
 By:  /s/
        John
        M. Bryant, Jr.
 John
        M.
        Bryant, Jr.
 Senior
        Vice President and General Counsel
 
 
 [CORPORATE
        SEAL]
 
 
 
 State
        of
        Tennessee
 County
        of
        Davidson
 
 I
        certify
        that John M. Bryant, Jr., in his capacity as Senior Vice President and General
        Counselof **HR
        ACQUISITION OF PENNSYLVANIA, INC.** ,
        a
        Pennsylvania corporation, personally appeared before me this day, and (I
        have
        personal knowledge of the identity of the principal(s) or I have seen
        satisfactory evidence of the principal’s identity, by a current state or federal
        identification with the principle’s photograph in the form of a
        ___________________ ) and has acknowledged to me that he or she voluntarily
        signed the foregoing document for the purpose stated therein and that he/she
        has
        the authority to do so.
 
 Date:
        March ___, 2007     Notary
        Signature: _ s/ Ruth Ann Caruthers
 Printed
        Name: _ Ruth Ann Caruthers ___
 STAMP/SEAL
        HERE
 My
        Commission Expires: _08/08/2010__
  Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
  
 
 
 **TENANT:**
 
 **EMERITUS
        CORPORATION** ,
 a
        Washington corporation
 
 
 By:  /s/ Raymond
        R. Brandstrom
 Raymond
        R. Brandstrom,
 Chief
        Financial Officer and Vice President
 of
        Finance
 
 
 [CORPORATE
        SEAL]
 
 
 
 State
        of Washington
 County
        of King
 
 I
        certify
        that Raymond
        R. Brandstrom, in
        his
        capacity as Chief
        Financial Officer and Vice President of Finance of **EMERITUS
        CORPORATION** ,
        a
        Washington corporation, personally appeared before me this day, and (I have
        personal knowledge of the identity of the principal(s) or I have seen
        satisfactory evidence of the principal’s identity, by a current state or federal
        identification with the principle’s photograph in the form of a
        ___________________ ) and has acknowledged to me that he or she voluntarily
        signed the foregoing document for the purpose stated therein and that he/she
        has
        the authority to do so.
 
 Date:
        _03/10/2010_____    Notary
        Signature: __/s/ Nadia S. Reynolds_
 Printed
        Name: _Nadia S. Reynolds_____
 STAMP/SEAL
        HERE
 My
        Commission Expires: __6/15/2010____
 
  Loyalton
              at Greensboro
 Greensboro,
              Guilford County, North Carolina
   **EXHIBIT
        A**
 
 Lease
        Agreement, dated May 1, 2003, by and between HR Acquisition I Corporation,
        Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc., as lessor,
        and
        Emeritus Corporation, as lessee;
 
 as
        amended by First Amendment to Lease Agreement, dated as of June 30, 2005,
        by and
        between HR Acquisition I Corporation, HR Acquisition of Pennsylvania, Inc.
        (f/k/a/ Capstone Capital of Pennsylvania, Inc.), and HRT Holdings, Inc.,
        and
        Emeritus Corporation;
  and
        as
        evidenced by (i) a Memorandum of a Lease Agreement, dated May 1, 2003, by
        and
        between Capstone Capital of Pennsylvania, Inc. and HRT Holdings, Inc., and
        Emeritus Corporation, recorded at Instrument No. 200306273 in the Office
        of the
        Recorder of Deeds for Columbia County, Pennsylvania, as amended by an Amendment
        to Memorandum of Lease Agreement, dated as of June 30, 2005, by and between
        HR
        Acquisition of Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania,
        Inc.), and Emeritus Corporation, recorded at Instrument No. 200508723 in
        the
        Office of the Recorder of Deeds for Columbia County, Pennsylvania, (ii) a
        Memorandum of a Lease Agreement, dated April 28, 2003 and effective May 1,
        2003,
        by and between Capstone Capital of Pennsylvania, Inc. and Emeritus Corporation,
        recorded at Book 697, Page 2652 in the Office of the Recorder of Deeds for
        Cumberland County, Pennsylvania, as amended by an Amendment to Memorandum
        of
        Lease Agreement, dated as of June 30, 2005, by and between HR Acquisition
        of
        Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania, Inc.), and Emeritus
        Corporation, recorded at Book 720, Page 128 in the Office of the Recorder
        of
        Deeds for Cumberland County, Pennsylvania, (iii) a Memorandum of a Lease
        Agreement, dated April 28, 2003, effective May 1, 2003, by and between Capstone
        Capital of Pennsylvania, Inc. and Emeritus Corporation, recorded at Record
        Book
        4921, Page 105 in the Office of the Recorder of Deeds for Dauphin County,
        Pennsylvania, as amended by an Amendment to Memorandum of Lease Agreement,
        dated
        as of June 30, 2005, by and between HR Acquisition of Pennsylvania, Inc.
        (f/k/a
        Capstone Capital of Pennsylvania, Inc.), and Emeritus Corporation, recorded
        at
        Record Book 6162, Page 406 in the Office of the Recorder of Deeds for Dauphin
        County, Pennsylvania, (iv) a Memorandum of a Lease Agreement, recorded at
        Lease
        No. 200317547 in the Office of the Recorder for Portage County, Ohio, as
        amended
        by an Amendment to Memorandum of Lease Agreement, dated as of June 30, 2005,
        by
        and between HR Acquisition I Corporation and Emeritus Corporation, recorded
        at
        Lease No. 200517310 in the Office of the Recorder for Portage County,
        Ohio, **** (v)
        a
        Memorandum of a Lease Agreement, dated May 1, 2003, by and between HRT Holdings,
        Inc. and Emeritus Corporation, recorded at Instrument No. 200311235 in the
        Office of the Clerk of the Circuit Court for Roanoke County, Virginia, as
        amended by an Amendment to Memorandum of Lease Agreement, dated as of June
        30,
        2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
        at
        Instrument No. 200511174 in the Office of the Clerk of the Circuit Court
        for
        Roanoke County, Virginia, (vi **)
        a Memorandum of a Lease Agreement, dated May 1, 2003, by and between HR
        Acquisition I Corporation (f/k/a Capstone Capital Corporation) and Emeritus
        Corporation, recorded at Book 5819, Page 2461 in the Office of the Register**
  Loyalton
            at Greensboro
 Greensboro,
            Guilford County, North Carolina
   **of
        Deeds for Guilford County, North Carolina, as amended by an Amendment to
        Memorandum of Lease Agreement, dated as of June 30, 2005, by and between
        HR
        Acquisition I Corporation and Emeritus Corporation, recorded at Book 6352,
        Page
        1327 in the Office of the Register of Deeds for Guilford County, North
        Carolina** ,
        (vii) a
        Memorandum of a Lease Agreement, dated May 1, 2003, by and between HRT Holdings,
        Inc. and Emeritus Corporation, recorded at Deed Book 2271, Page 474 in the
        Office of the Clerk of the Circuit Court for Rockingham County, Virginia,
        as
        amended by an Amendment to Memorandum of Lease Agreement, dated as of June
        30,
        2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
        at
        Deed Book 2697, Page 219 in the Office of the Clerk of the Circuit Court
        for
        Rockingham County, Virginia, and (viii) a Memorandum of a Lease Agreement,
        dated
        May 1, 2003, by and between HRT Holdings, Inc. and Emeritus Corporation,
        recorded at Instrument No. 03-2692 in the Office of the Clerk of the Circuit
        Court for the City of Danville, Virginia, as amended by an Amendment to
        Memorandum of Lease Agreement, dated as of June 30, 2005, by and between
        HRT
        Holdings, Inc. and Emeritus Corporation, recorded at Instrument No. 05-3328
        in
        the Office of the Clerk of the Circuit Court for the City of Danville,
        Virginia;
 
 and
        as
        subject to (i) the Assignment of Rents and Leases, dated as of May 1, 2003,
        by
        and between HR Acquisition I Corporation, Capstone Capital of Pennsylvania,
        Inc., and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument
        No. 200306275 in the Office of the Recorder of Deeds for Columbia County,
        Pennsylvania, (ii) the Assignment of Rents and Leases, dated April 28, 2003
        and
        effective May 1, 2003, by and between HR Acquisition I Corporation, Capstone
        Capital of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
        recorded at Book 697, Page 2657 in the Office of the Recorder of Deeds for
        Cumberland County, Pennsylvania, (iii) the Assignment of Rents and Leases,
        dated
        April 28, 2003 and effective May 1, 2003, by and between HR Acquisition I
        Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
        and
        Emeritus Corporation, recorded at Record Book 4921, Page 128 in the Office
        of
        the Recorder of Deeds for Dauphin County, Pennsylvania, (iv) the Assignment
        of
        Rents and Leases, dated as of May 1, 2003, by and between HR Acquisition
        I
        Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
        and
        Emeritus Corporation, recorded at Mortgage No. 200317549 in the Office of
        the
        Recorder for Portage County, Ohio, (v) the Assignment of Rents and Leases,
        dated
        as of May 1, 2003, by and between HR Acquisition I Corporation, Capstone
        Capital
        of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
        recorded at Instrument No. 200311238 in the Office of the Clerk of the Circuit
        Court for Roanoke County, Virginia, (vi) the Assignment of Rents and Leases,
        dated as of May 1, 2003, by and between HR Acquisition I Corporation (f/k/a
        Capstone Capital Corporation), Capstone Capital of Pennsylvania, Inc., and
        HRT
        Holdings, Inc., and Emeritus Corporation, recorded at Book 5819, Page 2483
        in
        the Office of the Register of Deeds for Guilford County, North Carolina,
        and
        (vii) the Assignment of Rents and Leases, dated as of May 1, 2003, by and
        between HR Acquisition I Corporation, Capstone Capital of Pennsylvania, Inc.,
        and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument
        No.
        03-2694 in the Office of the Clerk of the Circuit Court for the City of
        Danville, Virginia;
 
 and
        as
        otherwise amended, modified, extended or assigned.
 
  Loyalton
              at Greensboro
 Greensboro,
              Guilford County, North Carolina
   **EXHIBIT
        B**
 
 All
        that
        certain lot or parcel of land situated in the City of Greensboro, Morehead
        Township, Guilford County, North Carolina, and more particularly described
        as
        follows:
 
 BEGINNING
        at an existing iron pipe, said pipe being the southwestern corner of Lot
        2 of
        the Houston Nelson Farm Subdivision, recorded in the Office of the Register
        of
        Deeds of Guilford County in Plat Book 5, page 330, said pipe being North
        59 deg.
        39’ 44” East 2534.53 feet from a preliminary NGS monument “Dentist”; thence
        along the western line of Lots 2, 3 & 4 of the said Plat North 01 deg. 06’
31” West 418.73 feet to an existing iron pipe; thence with the northern line
        of
        Lot 4 of said plat South 86 deg. 48’ 03” East 367.99 feet to a new iron pipe,
        said iron being on the western line of a 70-ft. right-of-way on Lawndale
        Drive
        as described in Deed Book 3161, Page 483, recorded at said Registry; thence
        with
        said right-of-way South 11 deg. 03’ 18” East 385.80 feet to a new iron pipe,
        said pipe being at the intersection of the southern line of Lot 2 of said
        plat
        and said 70-ft. right-of-way; thence with the southern line of Lot 2 of said
        plat South 87 deg. 25’ 38” West 433.73 feet to the point of BEGINNING,
        containing 3.663 acres, more or less, described as the “Balance Care One” survey
        performed by Alley, Williams, Carmen & King, Inc., dated
        8/27/96.
 
 A
        map
        showing the above described property is recorded in Plat Book 5, page 330
        and
        Plat Book 125, page 67.
 
 Being
        property conveyed to Capstone Capital Corporation, now known as HR Acquisition
        I
        Corporation, by deed recorded in Deed Book 4521, Page 0474 in the Office
        of the
        Register of Deeds of Guilford County, North Carolina.