Exhibit 10.2





Exhibit 10.2




Loan No. 07-0054261

07-0064261




SIX PROJECT

PROMISSORY NOTE




			
	$40,000,000.00
	 	November 10, 2009






1. Promise to Pay.




FOR VALUE RECEIVED, EACH OF GOLFVIEW HOLDINGS LLC, ARROW TREE HEALTH HOLDINGS LLC, TROUSDALE
HEALTH HOLDINGS LLC, ENSIGN BELLFLOWER LLC, ANSON HEALTH HOLDINGS LLC and HILLENDAHL HEALTH
HOLDINGS LLC, each a Nevada limited liability company, each a Nevada limited liability company
(each a “Six Project Borrower” and collectively the “Six Project Borrowers”), whose address is
27101 Puerta Real, Suite 450, Mission Viejo, California 92691, jointly and severally promise to pay
to the order of GENERAL ELECTRIC CAPITAL CORPORATION, INC., a Delaware corporation, and its
successors and assigns (in its individual capacity, “GECC”, and as agent for Lender (as defined
below), “Agent”), the sum of Forty Million and 00/100 Dollars ($40,000,000.00), together with all
other amounts added thereto pursuant to this Six Project Promissory Note (this “Note”) or otherwise
payable to GECC under the Loan Documents (as hereinafter defined), including, but not limited to,
any Exit Fee and SWAP Termination Fee as defined and set forth in the Loan Agreement (as
hereinafter defined) (or so much thereof as may from time to time be outstanding), together with
interest thereon as hereinafter set forth, all payable in lawful money of the United States of
America. Payments shall be made at the offices of Agent at GEMSA, File 59229, Los Angeles,
California 90074-9229 (or such other address as Agent may hereafter designate in writing to the Six
Project Borrowers). Except as otherwise provided herein, capitalized terms used in this Six
Project Note shall have the same meanings as are assigned to such terms in the Loan Agreement.



This Six Project Note is secured by, among other things, those certain Security Documents
encumbering, among other things, the Projects. This Six Project Note is cross collateralized, and
cross defaulted with that certain Consolidated, Amended and Restated Promissory Note made by the
Ten Project Borrowers (as defined in the Loan Agreement) in favor of Agent dated December 29, 2006
in the original principal amount of Sixty Four Million Six Hundred Ninety Two Thousand One Hundred
Eleven and 67/100 Dollars ($64,692,111.67) (the “Ten Project Note”). This Six Project Note is
issued pursuant to that certain Fourth Amended and Restated Loan Agreement of even date herewith
among GECC and the other financial institutions who are or hereafter become parties to the Third
Amended and Restated Loan Agreement (together with GECC, collectively or individually, as the
context may require, “Lender”), the Six Project Borrowers and the Ten Project Borrowers
(collectively, the “Borrowers”), and Agent (as amended, restated, supplemented and modified from
time to time, the “Loan Agreement”). This Six Project Note, the Ten Project Note, the Loan
Agreement, other the Security Documents, and any other documents evidencing or securing the Loan or
executed by any Person in connection therewith on or after the date hereof, and any modification,
renewal or extension of any of the foregoing are collectively called the “Loan
Documents”. Reference is hereby made to the Loan Agreement for a statement of all of the
terms and conditions under which the Loan evidenced hereby is made and to be repaid.


 


 









 





2. Payments.




The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and
on the dates specified in the Loan Agreement for the Six Project Note, the terms of which are
hereby incorporated herein by reference. Interest thereon shall be paid until such principal
amount is paid in full at such interest rates and at such times, and pursuant to such calculations,
as are specified in the Loan Agreement. If any payment on this Six Project Note becomes due and
payable on a day other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. Payments will be applied in accordance
with the terms of the Loan Agreement. The Six Project Borrowers may prepay this Six Project Note,
if at all, only to the extent permitted by and in accordance with the provisions of the Loan
Agreement, including the payment of any applicable Exit Fee and SWAP Termination Fee then due.


EXCEPT AS OTHERWISE EXPRESSLY PERMITTED IN THIS SIX PROJECT NOTE, THE LOAN AGREEMENT OR THE OTHER
LOAN DOCUMENTS, THE SIX PROJECT BORROWERS HEREBY EXPRESSLY (A) WAIVE ANY RIGHTS THEY MAY HAVE UNDER
LAW, PURSUANT TO CALIFORNIA CIVIL CODE SECTION 2954.10 OR OTHERWISE, TO PREPAY THIS SIX PROJECT
NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE SIX PROJECT LOAN MATURITY
DATE, AND (B) AGREE THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL
AMOUNT OF THIS SIX PROJECT NOTE IS MADE INCLUDING, WITHOUT LIMITATION, UPON OR FOLLOWING ANY
ACCELERATION OF THE SIX PROJECT LOAN MATURITY DATE BY AGENT OR LENDER ON ACCOUNT OF ANY DEFAULT BY
BORROWERS, INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE
PROHIBITED OR RESTRICTED BY THE LOAN AGREEMENT, THEN THE SIX PROJECT BORROWERS SHALL BE OBLIGATED
TO PAY CONCURRENTLY WITH SUCH PREPAYMENT THE EXIT FEE AND SWAP TERMINATION FEE, IF ANY, TO THE
EXTENT REQUIRED UNDER THE LOAN AGREEMENT. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED
BELOW, THE SIX PROJECT BORROWERS HEREBY DECLARE THAT (1) LENDER’S AGREEMENT TO MAKE THE LOAN
EVIDENCED BY THIS SIX PROJECT NOTE AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THE LOAN
AGREEMENT CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT, AND HAS BEEN GIVEN
INDIVIDUAL WEIGHT BY THE SIX PROJECT BORROWERS, AGENT AND LENDER, (2) THE SIX PROJECT BORROWERS ARE
SOPHISTICATED AND KNOWLEDGEABLE REAL ESTATE INVESTORS WITH COMPETENT AND INDEPENDENT LEGAL COUNSEL,
AND (3) THE SIX PROJECT BORROWERS FULLY UNDERSTAND THE EFFECT OF THIS WAIVER AND AGREEMENT.




INITIALS OF DANIEL H. WALKER ON BEHALF OF EACH SIX PROJECT BORROWER:
                       .


 


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3. Default.




Upon and after the occurrence of any Event of Default, this Six Project Note may, as provided
in the Loan Agreement, and without demand, notice or legal process of any kind, be declared, and
immediately shall become, due and payable.



4. APPLICABLE LAW; SEVERABILITY.




THIS SIX PROJECT NOTE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS SIX PROJECT NOTE SHALL NOT
AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SIX PROJECT
NOTE, AND TO THIS END, THE PROVISIONS OF THIS SIX PROJECT NOTE ARE DECLARED TO BE SEVERABLE.



5. Waiver.




Each Six Project Borrower, for itself and all endorsers, guarantors and sureties of this Six
Project Note, and their heirs, legal representatives, successors and assigns, hereby waives
presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor,
notice of protest and protest of this Six Project Note, and all other notices in connection with
the delivery, acceptance, performance, default or enforcement of the payment of this Six Project
Note, and agrees that their respective liability shall be unconditional and without regard to the
liability of any other party and shall not be in any manner affected by any indulgence, extension
of time, renewal, waiver or modification granted or consented to by Agent. Each Six Project
Borrower, for itself and all endorsers, guarantors and sureties of this Six Project Note, including
but not limited to Guarantor and the Ten Project Borrowers and their respective heirs, legal
representatives, successors and assigns, hereby consents to every extension of time, renewal,
waiver or modification that may be granted by Agent with respect to the payment or other provisions
of this Six Project Note, and to the release of any makers, endorsers, guarantors or sureties, and
their respective heirs, legal representatives, successors and assigns, and of any collateral given
to secure the payment hereof, or any part hereof, with or without substitution, and agrees that
additional makers, endorsers, guarantors or sureties and their heirs, legal representatives,
successors and assigns, may become parties hereto without notice to the Six Project Borrowers or to
any endorser, guarantor or surety and without affecting the liability of any of them.



6. Miscellaneous.





6.1 Amendments.



This Six Project Note may not be terminated or amended orally, but only by a termination or
amendment in writing signed by Agent.


 


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6.2 Lawful Rate of Interest.



In no event whatsoever shall the amount of interest paid or agreed to be paid pursuant to this
Six Project Note or any of the Loan Documents exceed the highest lawful rate of interest
permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any
provision of this Six Project Note and the other Loan Documents shall involve exceeding the lawful
rate of interest which a court of competent jurisdiction may deem applicable hereto (“Excess
Interest”), then ipso facto, the obligation to be fulfilled shall be reduced to the highest
lawful rate of interest permissible under such law and if, for any reason whatsoever, Agent or
Lender shall receive, as interest, an amount which would be deemed unlawful under such applicable
law, such interest shall be applied to the Loan (whether or not due and payable), and not to the
payment of interest, or refunded to the Six Project Borrowers if such Loan has been paid in full.
No Borrower, Guarantor or any other guarantor, endorser or surety nor any of their respective
heirs, legal representatives, successors or assigns shall have any action against Agent or Lender
for any damages whatsoever arising out of the payment or collection of any such Excess Interest.



The Six Project Borrowers agree to an effective rate of interest that is the rate stated above
plus any additional rate of interest resulting from any other charges in the nature of interest
paid or to be paid by or on behalf of the Six Project Borrowers, or any benefit received or to be
received by Agent or Lender, in connection with this Six Project Note.




6.3 Captions.



The captions of the Paragraphs of this Six Project Note are for convenience of reference only
and shall not be deemed to modify, explain, enlarge or restrict any of the provisions hereof.




6.4 Notices.



Notices shall be given under this Six Project Note in conformity with the terms and conditions
of the Loan Agreement.




6.5 Joint and Several.



The obligations of the Six Project Borrowers under this Six Project Note shall be joint and
several obligations of the Six Project Borrowers and of each Six Project Borrower, if more than
one, and of each Six Project Borrower’s heirs, personal representatives, successors and assigns.




6.6 Time of Essence.



Time is of the essence of this Six Project Note and the performance of each of the covenants
and agreements contained herein.


 


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7. Sale of Loan.



Agent or Lender, at any time and without the consent of any Six Project Borrower, may grant
participations in or sell, transfer, assign and convey all or any portion of its right, title and
interest in and to the Loan, this Six Project Note, the Security Documents and the other Loan
Documents, any guaranties given in connection with the Loan and any collateral given to secure the
Loan.



[Remainder of page intentionally blank; signature page follows]



 


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IN WITNESS WHEREOF, the Six Project Borrowers have executed this Six Project Promissory Note
or have caused the same to be executed by its duly authorized representatives as of the date first
set forth above.



	 	 	 	 	 
	 	SIX PROJECT BORROWERS:


GOLFVIEW HOLDINGS LLC, a Nevada L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	Assistant Secretary 	 
	 
	 	ARROW TREE HEALTH HOLDINGS, LLC,

a Nevada L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	                Assistant Secretary 	 
	 
	 	TROUSDALE HEALTH HOLDINGS, LLC, a

Nevada L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	                Assistant Secretary 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	ENSIGN BELLFLOWER LLC, a Nevada

L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	Assistant Secretary 	 
	 
	 	ANSON HEALTH HOLDINGS, LLC, a

Nevada L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	Assistant Secretary 	 
	 
	 	HILLENDAHL HEALTH HOLDINGS, LLC, a

Nevada L.L.C.

 	 
	 	By:  	The Ensign Group, Inc., a Delaware 	 
	 	 	corporation, its sole member 	 
	 	 	 
	 	By:  	                         /s/ Daniel Walker
 	 
	 	 	Name:  	Daniel H. Walker 	 
	 	 	Its:  	Assistant Secretary