ex10_6802.htm


    
      

    

    Exhibit
      10.68.02

     

    
      TERM
        LOAN
        NOTE

      


      
        	
                $19,640,000.00

              	
                New
                  York, New York

              


      

      August
        6,
        2007

      


      FOR
        VALUE
        RECEIVED, the undersigned, HC3 FT. MYERS LLC, HC3 ORLANDO LLC and HC3 SUNRISE
        LLC, each a Delaware limited liability company (each a "Borrower," and
        collectively, the "Borrowers"), hereby jointly and severally promise to
        pay to the order of General Electric Capital Corporation. (the "Lender"),
the principal sum of NINETEEN MILLION SIX HUNDRED FORTY THOUSAND
        AND 00/100
        DOLLARS ($19,640,000) (the "Principal Amount"), or, if less, the
        aggregate unpaid principal amount of the Term Loans of the Lender to the
        Borrowers, payable at such times and in such amounts as are specified in
        the
        Credit Agreement, as defined below. Each capitalized term used, but not
        otherwise defined herein shall have the meaning ascribed to such term in
        the
        Credit Agreement.

      


      Each
        Borrower jointly and severally promises to pay interest on the unpaid principal
        amount of the Term Loans made by the Lender to the Borrowers from the date
        made
        until such principal amount is paid in full, payable at such times and at
        such
        interest rates as are specified in the Credit Agreement together with all
        costs,
        expenses and fees under or related to the Term Loans. Demand, diligence,
        presentment, protest and notice of non-payment are hereby waived by each
        Borrower.

      


      Principal,
        interest and all costs, expenses and fees are payable in Dollars to the
        Administrative Agent, at the relevant address listed below, in immediately
        available funds. The loan number must be referenced on all
        payments.

      


      Mail
        payments to:

      


      GEMSA
        Loan Services, L.P. 

      File
        59229

      Los
        Angeles, CA 90074-9229

      


      Overnight
        payments to:

      


      Bank
        of
        America


      For
        GEMSA
        Loan Services, LP, 

      File
        59229 1000 W. Temple

      Los
        Angeles, CA 90012-9229

      


      Wire
        payments to:

       

      Deutsche
        Bank Trust Co.

      New
        York,
        NY

      ABA
        #021001033


      Wire
        Acct. # 50-256-477

      


      This
        Term
        Loan Note is the Note referred to in, and is entitled to the benefits of,
        the
        Credit Agreement, dated as of August 6, 2007 (as the same may be amended,
        restated, supplemented or otherwise modified from time to time, the "Credit
        Agreement"), among the Borrowers, the financial
        institutions party thereto as "Lenders", as such term is defined therein,
        General Electric Capital Corporation, as Administrative Agent and GE Capital
        Markets, Inc., as sole lead arranger.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        Credit Agreement, among other things, (a) provides for the making of one
        or more
        Term Loans by the Lenders to the Borrowers in an aggregate amount not to
        exceed
        $19,640,000, the indebtedness of the Borrowers resulting from each such Term
        Loan being evidenced by this Term Loan Note and (b) contains provisions for
        acceleration of the maturity of the unpaid principal amount of this Term
        Loan
        Note upon the happening of certain stated events and also for prepayments
        on
        account of the principal hereof prior to the maturity hereof upon the terms
        and
        conditions specified therein.

      


      This
        Term
        Loan Note is a Loan Document, is entitled to the benefits of the Loan Documents
        and is subject to certain provisions of the Credit Agreement, including,
        without
        limitation, Sections 1.5 (Interpretation), 11.14(a) (Submission to
        Jurisdiction) and 11.15 (Waiver of Jury Trial)
thereof.

      


      This
        Term
        Loan Note is a registered obligation, transferable only upon notation in
        the
        Register, and no assignment hereof shall be effective until recorded
        therein.

      


      This
        Term
        Loan Note shall be governed by, and construed and interpreted in accordance
        with, the law of the State of New York.

      


      [SIGNATURE
        PAGES FOLLOW]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, each Borrower has caused this Term Loan Note to be executed
        and
        delivered by its duly authorized officer as of the day and year and at the
        place
        set forth above.

      


      BORROWER:

      


      
        	 	
                HC3
                  FT. MYERS LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 
	 	
                By:

              	
                EMERITUS
                  CORPORATION,

              	 
	 	 	
                a
                  Washington corporation

              	 
	 	 	
                its
                  Manager

              	 
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              	 
	 	 	
                Eric
                  Mendelsohn,

              	 
	 	 	
                Director
                  of Real Estate and Legal Affairs

              	 
	 	 	 
	 	
                HC3
                  ORLANDO LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 
	 	
                By:

              	
                EMERITUS
                  CORPORATION,

              	 
	 	 	
                a
                  Washington corporation

              	 
	 	 	
                its
                  Manager

              	 
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              	 
	 	 	
                Eric
                  Mendelsohn,

              	 
	 	 	
                Director
                  of Real Estate and Legal Affairs

              	 
	 	 	 
	 	
                HC3
                  SUNRISE LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 
	 	
                By:

              	
                EMERITUS
                  CORPORATION,

              	 
	 	 	
                a
                  Washington corporation

              	 
	 	 	
                its
                  Manager

              	 
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              	 
	 	 	
                Eric
                  Mendelsohn,

              	 
	 	 	
                Director
                  of Real Estate and Legal Affairs