ex106804.htm








 


PROMISSORY NOTE


 


$31,823,552.29                                                                                                                  New York, New York


                                                                                                                        January 31, 2011


 


FOR VALUE RECEIVED, the undersigned, ESC-ARBOR PLACE, LLC, a Washington limited liability company and EMERIMESA, LLC, 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 THIRTY-ONE MILLION EIGHT HUNDRED TWENTY-THREE THOUSAND FIVE HUNDRED FIFTY TWO AND 29/100 DOLLARS ($31,823,552.29) (the “Principal Amount”), or, if less, the aggregate unpaid principal amount of the 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 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 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 Promissory Note is the Note referred to in, and is entitled to the benefits of, the Amended, Restated and Consolidated Credit Agreement, dated as of January 31, 2011 (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 the Loans by the Lenders to the Borrowers in an aggregate amount not to exceed $31,823,552.29, the indebtedness of the Borrowers resulting from each such Loan being evidenced by this Note and the Florida Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this 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 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 Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.


 


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


 


THIS NOTE IS GIVEN IN PARTIAL REPLACEMENT OF AND AMENDS, RESTATES, COMBINES AND CONSOLIDATES CERTAIN INDEBTEDNESS UNDER THE PRIOR LOAN AGREEMENTS. AS SUCH, THIS NOTE CONTINUES TO EVIDENCE SUCH INDEBTEDNESS AND SHALL NOT CONSTITUTE OR EVIDENCE PAYMENT FOR OR A NOVATION OF SUCH INDEBTEDNESS.


 


[Signature Pages Follow]


 











 


  





  











  








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


 


BORROWERS:


 


EMERIMESA, LLC, HC3 FT. MYERS LLC, HC3 ORLANDO LLC, HC3 SUNRISE LLC, each a Delaware limited liability company


                         


 


By:         Emeritus Corporation, a Washington 

               corporation, its Manager




 







 


By: /s/ Eric Mendelsohn                                                              


 


Eric Mendelsohn, 

      SVP Corporate Development




 







 


ESC-ARBOR PLACE, LLC, a Washington limited liability company


 







 


By:         Emeritus Corporation, a Washington 

               corporation, its Manager




 







 


By: /s/ Eric Mendelsohn 


 


Eric Mendelsohn, 

            SVP Corporate Development