EX-10 11 exhibit105318.txt -2- 50400220.04 MASTER AGREEMENT BETWEEN OWNERS AND EMERITUS CORPORATION REGARDING SALE OF AL II ASSISTED LIVING PORTFOLIO This Agreement dated as of this 30th day of September, 2003 is between Emeritus Corporation, a Washington corporation ("Emeritus"), Emeritus Management LLC and Emeritus Management I LP (collectively with Emeritus, the "Managers"), and the Sellers as listed on Schedule 1 hereto (collectively "Sellers" or ----------- "Owners"). Managers currently manage the Facilities for Sellers pursuant to three (3) management agreements more particularly described on Exhibit A --------- (collectively, the "Management Agreements"). Emeritus desires to acquire the right to manage and operate the Operating Facilities and the Development Facilities as listed on Schedule 1 (collectively, the "Facilities") and to ----------- finance such acquisition Emeritus has designated Health Care REIT, Inc. or its affiliates (collectively "Buyer") to purchase the Facilities and Emeritus will then lease the Facilities from Buyer and operate and manage the Facilities. The purpose of this Agreement is to provide for certain agreements in connection with the sale of the Facilities. In consideration of the mutual agreements herein, it is agreed: Purchase Price for Facilities. Buyer will purchase the Facilities from -------------------------------- Sellers for an aggregate net purchase price in the amount set forth on Exhibit B (net of the Existing Secured Debt and Transaction Costs as hereinafter defined) (collectively the "Purchase Price"), which amount is allocated among the Facilities, and between the real property and the personal property comprising each Facility, as more particularly set forth on Exhibit B (the --------- "Purchase Price Allocation"). Buyer's purchase of the Facilities is conditioned upon Closing of the sale of the Facilities to Buyer and the amounts secured by (a) the existing first lien mortgages held by GMAC and TIAA on the Operating Facilities and by Guaranty Bank on the Development Facilities and (b) the pledges of membership interests in Sellers held by Senior Housing Partners I, L.P. ("SHP") being paid in the amounts set forth on Exhibit B and satisfied from funds provided by Buyer and paid from the closing escrow (collectively the "Existing Secured Debt"). As additional consideration for the sale, and in consideration of Emeritus receiving a long-term lease to manage and operate the Facilities from Buyer, Emeritus shall issue at Closing to SHP warrants for 400,000 shares of its stock and to HRC AL Investors II LLC, (HRC) warrants for 100,000 shares of its stock, which warrants shall be in the form of Exhibit C --------- (the "Warrants"). Property Conveyed. At Closing, Sellers shall convey the Facilities as ------------------ follows: Land and Improvements - the land and improvements owned by Sellers comprising each Facility shall be conveyed to Buyer by deed in the same general form as Sellers received title. Personal Property - the personal property owned by Seller at the Facility shall be conveyed without warranty or representation to Buyer by bill of sale, except the excluded personal property ("Excluded Personal Property") shall be conveyed to Emeritus in a manner consistent with applicable regulations as directed by Emeritus. The Excluded Personal Property means (i) licenses, permits, certificates, approvals and other tangible personal property of every kind and nature whatsoever owned by Seller as of the date hereof and related to the operation of the Facility, (ii) cash (on hand or in banks) and accounts, notes, interest and other receivables arising from the operation of the Facility prior to the date hereof, (iii) all inventories of every kind and nature whatsoever (specifically including, but not limited to, all pharmacy supplies, medical supplies, office supplies and foodstuffs) owned by Sellers as of the date hereof and relating to the Facility, (iv) all rights to the telephone numbers of the Facility and its sequential numbers, (v) medical records, administrative records, manuals, and other books and records relating directly to the operation of the Facility, (vi) leased equipment, and (vii) all other personal and intangible property at or used in connection with the Facilities and not conveyed to Buyer. Because Emeritus is assuming the payables and liabilities (as more particularly described in Section 3) in connection with the Facilities, it is agreed that the Excluded Personal Property has nominal value. Liabilities. Pursuant to Section 6.1 of the Management Agreements, ----------- Emeritus, except with respect to the gross negligence or willful misconduct of -- the Sellers, has indemnified Sellers (and the Indemnified Parties as described therein) against all damages, losses, liabilities, obligations, penalties, costs and expenses arising out of or resulting from (a) the management of the Facilities or any business conducted therein, (b) any act, fault, omission to act or misconduct by Managers, any affiliate of Managers, or any employee, agent, licensee, business invitee, guest, customer, contractor or submanager, (c) any accident, claim of malpractice, injury or damage whatsoever caused to any person, (d) any default or event of default under the Management Agreements, and (e) any loss, cost or expense resulting from the Contracts, Leases, Legal Requirements, Permits (all as defined in the Management Agreements) or operation of the Facilities or any business conducted therein, all as more particularly set forth in Section 6.1 of the Management Agreements. The indemnities set forth in Section 6.1 of the Management Agreements by their terms survive the expiration or sooner termination of the Management Agreements and are hereby ratified and affirmed. In addition, Sellers shall assign, and Emeritus shall assume, all existing leases, supply or service contracts, and payables (including, without limitation, amounts owing for utilities, real property taxes and assessments, amounts for services, goods and improvements in progress, if any, to the Facilities, insurance, and maintenance and repairs of the Facilities) arising directly or indirectly out of the operation or management of the Facilities by an Assignment and Assumption of Leases and Contracts in the form of Exhibit D hereto. In consideration of the conveyance to Emeritus of the --------- Excluded Property (including the cash on hand and receivables), it is intended that Emeritus shall assume all of such matters related directly or indirectly to the operation and management of Facilities, excluding only (a) matters arising from the gross negligence or willful misconduct of the Sellers, or (b) breach of warranty of title in the deeds to Buyer (except for any title encumbrances created by or through Managers, including, without limitation, liens arising from nonpayment of utilities, real property taxes and assessments, and amounts for services, goods and improvements to the Facilities). Closing Costs and Prorations. Sellers and SHP are to bear no closing, ------------------------------- proration, or transaction costs in connection with this sale (collectively, the "Transaction Costs"), including, without limitation, title search expenses, title insurance and survey expenses, transfer or sales taxes, however denominated, escrow fees, recording costs, brokerage fees, attorney and accountant fees, preparation of closing and transfer documentation, preparation and recording of satisfactions and terminations of the Existing Secured Debt, any additional per diem amounts owing on the Existing Secured Debt, and all other closing and sale costs. The Purchase Price shall be net to Sellers, and Emeritus shall pay or make provision for all of such Transaction Costs from a source other than the Purchase Price. Because the receivables and cash on hand are being conveyed to Emeritus, and Emeritus is assuming the payables, there shall be no prorating of receivables or payables at Closing. To the extent Sellers and SHP have paid or incurred any Transaction Costs, Emeritus shall promptly reimburse Sellers. To the extent any of the Transaction Costs require adjustment or are found to be incorrect after Closing, e.g., the calculation of transfer or sales tax, Emeritus shall resolve all of such matters at its expense, and pay any amounts owing or reimburse Sellers for any costs incurred if Sellers resolve such matters because Emeritus has failed to do so or be entitled to any refunds of such amounts. Condition of Facilities. The sale of the Facilities will be in their ------------------------- "as-is" condition. Except for warranty of title as set forth in the deeds and the conveyance documents, Sellers make no warranties or representations, and shall have no liability for: (a) the condition of the Facilities and the fixtures, furnishings, equipment and other personal property (including, without limitation, the Excluded Personal Property conveyed to Emeritus) therein; (b) the accuracy or completeness of any financial data, operating results or operating projections of the Facilities; (c) compliance with licensing, health care, and other legal or regulatory matters related to the Facilities; (d) presence of hazardous substances on, under or about the Facilities; (e) or any other matter or condition related to the Facilities. To the extent Emeritus has given warranties, representations, or other assurances about any of the foregoing or any other matters to Buyer, Emeritus shall be solely responsible for such warranties, representations, or other assurances and shall indemnify, defend and hold harmless Sellers therefrom. Emeritus acknowledges that Managers have been managing the Facilities and are fully familiar with the Facilities and the condition thereof. Management Agreements. The Management Agreements shall terminate as of ---------------------- Closing or at such later date as provided in the Amended Management Agreements as defined below (except for survival of the indemnities set forth in Section 6.1 and 6.3 of the Management Agreements). In connection with such termination, Emeritus acknowledges that no management fees or other amounts are owing by Sellers thereunder. However, as an accommodation to Emeritus to facilitate relicensing, Sellers have agreed to sublease certain of the Facilities from Emeritus pursuant to Sublease Agreement in the form of Exhibit E (the ---------- "Sublease") with respect to the Facilities listed on Exhibit F (the "Sublease --------- Facilities") to accommodate the continued operation of the Subleased Facilities until relicensing of the Facilities in Emeritus' name (or its affiliate) can be accomplished. In connection with such Sublease Facilities, the Management Agreements for certain of the Facilities are being amended such that the Management Agreements in such amended form will remain in place with respect to the Sublease Facilities for a short period of time after Closing not anticipated to exceed ninety (90) days. The form of the Amendments to the Management Agreements are set forth in Exhibit G ("Amended Management Agreements"). ---------- Sellers shall cooperate with Emeritus in such relicensing and Emeritus shall promptly reimburse any costs incurred by Sellers or any member or lender thereof. As more particularly set forth in the Sublease and the Amended Management Agreements, all costs, expenses and liabilities incurred by the Sellers as sublessee of the Sublease Facilities, whether in connection with the Sublease, the Amended Management Agreements or relicensing of the Facilities (including, without limitation, any corrections or improvements to the Facilities required in connection with such relicensing) shall be borne by Emeritus, and Sellers shall bear no cost, expense or liability in connection therewith. The Subleases and Amended Management Agreements shall terminate upon licensing of the Sublease Facilities in Emeritus' name (or its affiliate), except for the indemnities in Section 6.1 and 6.3 thereof. Emeritus shall keep Sellers advised of the progress of such relicensing. Within ten (10) business days of termination of the Subleases and Amended Management Agreements as set forth above, Holdings shall redeem the membership interests held by SHP in Holdings pursuant to mutually acceptable documentation. Closing. The sale of the Facilities to Emeritus and the transactions ------- described herein shall close on September 30, 2003 ( "Closing"). Put and Purchase Agreement. The Put and Purchase Agreement dated as of ----------------------------- March 26, 1999, as amended, by and among Sellers and Daniel R. Baty is terminated at Closing. Miscellaneous. ------------- Brokers and Finders. Each party represents to the other that no broker or -------------------- finder has been involved in this transaction. Notices. Any notice, demand, offer, approval or other writing required or ------- permitted pursuant to this Agreement shall be in writing, furnished in duplicate and shall be transmitted by hand delivery, facsimile, certified mail, return receipt requested, or Federal Express or another nationally recognized overnight courier service which provides evidence of delivery, postage prepaid, as follows: If to any Seller AL Investors II LLC or Sellers: c/o Bruce D. Thorn 2250 McGilchrist Street SE, Suite 200 Salem, Oregon 97302 Facsimile: (503)375-7644 Telephone: (503)370-7071 ext. 7143 With a copy to: Foster Pepper & Shefelman PLLC 1111 Third Avenue, Suite 3400 Seattle, Washington 98101 Attn: Gary E. Fluhrer Facsimile: (206)447-9700 Telephone: (206)447-8896 and Senior Housing Partners I, L.P. c/o Mr. Noah Levy Two Ravinia Drive, Suite 1400 Atlanta, Georgia 30346 Facsimile: (770)399-5363 Telephone: (770)395-8606 and Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109-2881 Attn: Minta Kay Facsimile: (617)227-8591 Telephone: (617)570-1877 and Prudential Real Estate Investors 8 Campus Drive, 4th Floor Parsippany, New Jersey 07054 Attn: Joan Hayden Facsimile: (973)683-1788 Telephone: (973)683-1772 If to the Managers c/o Emeritus Corporation or Emeritus: 3131 Elliott Avenue, Suite 500 Seattle, Washington 98121-1031 Attn: Mr. Bill Shorten Facsimile: (206)301-4500 Telephone: (206)301-4511 Any party shall have the right to change the place to which such notice shall be given or add additional parties to receive notices by similar notice sent in like manner to all other parties hereto. Any notice if sent by overnight courier service shall be deemed delivered on the earlier of the date of actual delivery or the next business day, if delivered by hand delivery or facsimile shall be deemed delivered on the date of the actual delivery and if sent by mail, shall be deemed delivered on the earlier of the third day following deposit with the U.S. Postal Service or actual delivery. Any notice sent by facsimile shall also be sent on the same business day by overnight courier or mail as set forth above. Amendment, Waiver. No modification, termination or amendment of this ------------------ Agreement may be made except by written agreement. No failure by Sellers, Managers, or Emeritus to insist upon the strict performance of any covenant, agreement, or condition of this Agreement or to exercise any right or remedy shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. No waiver shall affect or alter this Agreement, and each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and be enforceable by Sellers', Managers' or Emeritus' successors and assigns. Survival. All provisions of this Agreement shall survive the Closing -------- and/or the conveyance of the Facilities to Buyer. Captions. The captions of this Agreement are for convenience and reference -------- only and in no way define, limit or describe the scope or intent of this Agreement. No Joint Venture. It is not intended by this Agreement to, and nothing ------------------ contained in this Agreement shall, create any partnership, joint venture or other arrangement between Sellers and their successors and assigns, on the one part, and Emeritus and Managers and their successors and assigns on the other part. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. Exhibits. All exhibits attached hereto or referenced herein are -------- incorporated in this Agreement. ----- Severability. In case any one or more of the provisions contained in this ------------ Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such provisions had not been contained herein. Counterparts. This Agreement and the documents to be delivered hereunder ------------ may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. a. Indemnification. Any indemnifications herein for the benefit of Sellers --------------- shall also run to the benefit of the "Indemnified Parties" as such term is defined in Section 6.2 of the Management Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. EMERITUS: EMERITUS CORPORATION, a Washington corporation By: /s/ William M. Shorten Name: William M. Shorten Its: Director of Real Estate Finance MANAGERS: EMERITUS MANAGEMENT LLC, a Washington limited liability company By: Emeritus Corporation, a Washington corporation By: /s/ William M. Shorten Name: William M. Shorten Its: Director of Real Estate Finance 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/ William M. Shorten Name: William M. Shorten Its: Director of Real Estate Finance SELLERS: AL INVESTORS II LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers which is an Operating Facility, or in cases where the Seller is a limited partnership, as sole managing member on behalf of the general partner thereof By: /s/ Bruce D. Thorn Name: Bruce D. Thorn Its: Authorized Representative AL INVESTORS Development LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers which is a Development Facility By: /s/ Bruce D. Thorn Name: Bruce D. Thorn Its: Authorized Representative SCHEDULE I SCHEDULE I ---------- FACILITY OPERATING FACILITY CITY/ADDRESS SELLER ------------------ ------------ ------ 4730 Bee Ridge Road Colonial Park Club Sarasota, FL 34233 AL Investors II Sarasota LLC -------------------- -------------------- ------------------------------ 1896 Park Meadows Drive Park Club of Fort Myers Fort Myers, FL 33907 AL Investors II Fort Myers ----------------------- --------------------- -------------------------- LLC --- 3110 Oakbridge Blvd E Park Club of Oakbridge Lakeland, FL 33803 AL Investors II Lakeland LLC ----------------------- ------------------- ---------------------------- 702 South Kings Avenue Park Club of Brandon Brandon, FL 33511 AL Investors II Brandon LLC ----------------------- ------------------- ---------------------------- 1501 Baldy Highland Hills Pocatello, ID 83201 AL Investors II Pocatello LLC --------------- --------------------- --------------------------------- 4080 Hawthorne Road Ridge Wind Chubbuck, ID 83202 AL Investors II Chubbuck LLC ----------- -------------------- -------------------------------- 2580 Main Street The Pines of Tewksbury Tewksbury, MA 01876 AL Investors II Tewksbury ------------------------- -------------------- ------------------------- LLC --- 1372 SW 8th Avenue Meadowbrook Ontario, OR 97914 AL Investors II Ontario LLC ----------- ------------------- ------------------------------- 311 Simpson Road Anderson Place Anderson, SC 29621 AL Investors II Anderson LLC --------------- -------------------- -------------------------------- 5301 - 66th Street Elmbrook Estates Lubbock, TX 79424 Lubbock AL Investors II LP (1) ----------------- ------------------- ---------------------------------- 2600 Old Fairhaven Parkway Fairhaven Estates Bellingham, WA 98225 AL Investors II Bellingham LLC ------------------ ---------------------- ------------------------------ 905 S. Pioneer Way Hearthstone Moses Lake, WA 98837 AL Investors II Moses Lake LLC ----------- ----------------------- ----------------------------------- 31002 - 14th Avenue S Evergreen Lodge Federal Way, WA 98003 AL Investors II Federal Way LLC ---------------- ----------------------- ------------------------------- 205 East Anton Avenue Loyalton of Coeur d'Alene Coeur d'Alene, ID 83815 AL Investors II Coeur ------------------------- ------------------------ --------------------- d'Alene LLC ------------ FACILITY DEVELOPMENT FACILITY CITY/ADDRESS SELLER -------------------- ------------ ------ 2100 South Woodlands Village Blvd Loyalton of Flagstaff Flagstaff, AZ 86001 Al Investors Development ----------------------- --------------------- -------------------------- Flagstaff LLC -------------- 4050 East Bluefield Avenue Loyalton of Phoenix N. Phoenix, AZ 85032 AL Investors Development --------------------- ----------------------- -------------------------- Phoenix LLC ------------ 1860 Craigmont Road Loyalton of Staunton Staunton, VA 24401 AL Investors Development ---------------------- -------------------- -------------------------- Staunton LLC ------------- 2000 Rosebark Way Loyalton of Hagerstown Hagerstown, MD AL Investors Development ------------------------ --------------- -------------------------- Hagerstown LLC --------------- 220 Southwestern Drive Loyalton of Lakewood Lakewood, NY 14750 AL Investors Development ---------------------- -------------------- -------------------------- Lakewood LLC ------------- * don't have full report * don't have full report (1) 1% GP - Elmbrook Estates Investors II LLC; 99% LP - AL Investors II LLC ------ EXHIBIT A EXHIBIT A --------- Management Agreements --------------------- 1. Management Agreement with Option to Purchase dated as of March 25, 1999, as amended by First Amendment dated January 1, 2001 between Emeritus Management LLC, a Washington limited liability company, and Emeritus Corporation, a Washington corporation as Managers and the Sellers of the Development Facilities. 2. Management Agreement with Option to Purchase dated as of March 26, 1999, as amended by Amendments to Management Agreement dated March 27, 2000, March 22, 2001, January 1, 2002 and June 30, 2003 between Emeritus Management LLC, a Washington limited liability company and Emeritus Corporation, a Washington corporation, as Managers and the Sellers of the Operating Facilities, except for the TIAA Facilities Sellers as defined below. 3. Management Agreement with Option to Purchase dated as of March 27, 2000 between Emeritus Management LLC, a Washington limited liability company, and Emeritus Corporation, a Washington corporation, as Manager and the following Sellers of the Operating Facilities: AL Investors II Fort Myers LLC, AL Investors II Ontario LLC, AL Investors II Anderson LLC, and the AL Investors II Federal Way LLC ("TIAA Facilities Sellers"). EXHIBIT B EXHIBIT B --------- Purchase Price Allocation ------------------------- EXHIBIT C EXHIBIT C --------- Warrants -------- EXHIBIT D PAGE D-4 EXHIBIT D --------- ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (AL II Portfolio) THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this "Agreement") is entered into as of September 30, 2003, by and between AL Investors on behalf of each of the Sellers on Schedule I hereto ("Assignor") and Emeritus ----------- Corporation ("Assignee"). In consideration of the mutual promises contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree: 1. Facilities. The "Facilities" means each of the Facilities listed on ---------- Schedule I hereto, together with the building, structures and other improvements ---------- located on each of the Facilities. 2. Leases. The "Leases" means those leases, tenancies, residency ------ agreements and occupancy agreements affecting the Facilities arising out of the management and operation of the Facilities. 3. Contracts. "Contracts" means all contracts, oral, written or an --------- open account, for goods and services arising out the management and operation of the Facilities. 4. Assignment. Assignor hereby grants, transfers, sets over and ---------- assigns as of the date hereof to Assignee the entire right, title and interest of Assignor in and to the Leases and the Contracts. 5. Assumption. Assignee hereby assumes all covenants, agreements and ---------- obligations of Assignor as landlord under or as a party to the Leases and Contracts. Assignee shall perform and satisfy all obligations under each of the Leases and the Contracts whether arising before or after the date hereof. Assignee further assumes all liability of Assignor for the proper refund or return of the Security Deposits if, when and as required by the Leases. 6. Successors and Assigns. This Assignment shall be binding upon and ------------------------ inure to the benefit of Assignor and Assignee and their respective successors and assigns. 7. Counterparts. This Assignment may be executed in one or more ------------ counterparts, each of which shall be an original, but which together shall constitute one and the same assignment. IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written. ASSIGNOR: AL INVESTORS II LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers which is an Operating Facility, or in cases where the Seller is a limited partnership, as sole managing member on behalf of the general partner thereof By: Name: Bruce D. Thorn Its: Authorized Representative AL INVESTORS Development LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers which is a Development Facility By: Name: Bruce D. Thorn Its: Authorized Representative ASSIGNEE: EMERITUS CORPORATION, a Washington corporation By: Its: STATE OF WASHINGTON ss. COUNTY OF KING ---------------- I certify that I know or have satisfactory evidence that Bruce D. Thorn is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as an authorized representative on behalf of each of the Sellers listed in Schedule I hereto, to be the free and ---------- voluntary act of such Seller for the uses and purposes mentioned in the instrument. Dated this ________________ day of _________________________, 2003. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires STATE OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that William Shorten is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the authorized representative of Emeritus Corporation, a corporation, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. Dated this ________________ day of _________________________, 2003. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires SCHEDULE I ---------- FACILITY OPERATING FACILITY CITY/ADDRESS SELLER ------ 4730 Bee Ridge Road Colonial Park Club Sarasota, FL 34233 AL Investors II Sarasota LLC -------------------- -------------------- ------------------------------ 1896 Park Meadows Drive Park Club of Fort Myers Fort Myers, FL 33907 AL Investors II Fort Myers ----------------------- --------------------- -------------------------- LLC --- 3110 Oakbridge Blvd E Park Club of Oakbridge Lakeland, FL 33803 AL Investors II Lakeland LLC ----------------------- ------------------- ---------------------------- 702 South Kings Avenue Park Club of Brandon Brandon, FL 33511 AL Investors II Brandon LLC ----------------------- ------------------- ---------------------------- 1501 Baldy Highland Hills Pocatello, ID 83201 AL Investors II Pocatello LLC --------------- --------------------- --------------------------------- 4080 Hawthorne Road Ridge Wind Chubbuck, ID 83202 AL Investors II Chubbuck LLC ----------- -------------------- -------------------------------- 2580 Main Street The Pines of Tewksbury Tewksbury, MA 01876 AL Investors II Tewksbury ------------------------- -------------------- ------------------------- LLC --- 1372 SW 8th Avenue Meadowbrook Ontario, OR 97914 AL Investors II Ontario LLC ----------- ------------------- ------------------------------- 311 Simpson Road Anderson Place Anderson, SC 29621 AL Investors II Anderson LLC --------------- -------------------- -------------------------------- 5301 - 66th Street Elmbrook Estates Lubbock, TX 79424 Lubbock AL Investors II LP (1) ----------------- ------------------- ---------------------------------- 2600 Old Fairhaven Parkway Fairhaven Estates Bellingham, WA 98225 AL Investors II Bellingham LLC ------------------ ---------------------- ------------------------------ 905 S. Pioneer Way Hearthstone Moses Lake, WA 98837 AL Investors II Moses Lake LLC ----------- ----------------------- ----------------------------------- 31002 - 14th Avenue S Evergreen Lodge Federal Way, WA 98003 AL Investors II Federal Way LLC ---------------- ----------------------- ------------------------------- 205 East Anton Avenue Loyalton of Coeur d'Alene Coeur d'Alene, ID 83815 AL Investors II Coeur ------------------------- ------------------------ --------------------- d'Alene LLC ------------ FACILITY DEVELOPMENT FACILITY CITY/ADDRESS SELLER -------------------- ------------ ------ 2100 South Woodlands Village Blvd Loyalton of Flagstaff Flagstaff, AZ 86001 Al Investors Development ----------------------- --------------------- -------------------------- Flagstaff LLC -------------- 4050 East Bluefield Avenue Loyalton of Phoenix N. Phoenix, AZ 85032 AL Investors Development --------------------- ----------------------- -------------------------- Phoenix LLC ------------ 1860 Craigmont Road Loyalton of Staunton Staunton, VA 24401 AL Investors Development ---------------------- -------------------- -------------------------- Staunton LLC ------------- 2000 Rosebark Way Loyalton of Hagerstown Hagerstown, MD AL Investors Development ------------------------ --------------- -------------------------- Hagerstown LLC --------------- 220 Southwestern Drive Loyalton of Lakewood Lakewood, NY 14750 AL Investors Development ---------------------- -------------------- -------------------------- Lakewood LLC ------------- * don't have full report * don't have full report (1) 1% GP - Elmbrook Estates Investors II LLC; 99% LP - AL Investors II LLC EXHIBIT E EXHIBIT E --------- Sublease -------- EXHIBIT F EXHIBIT F --------- Sublease Facilities ------------------- EXHIBIT G EXHIBIT G --------- Amended Management Agreements -----------------------------