|
PROMISSORY NOTE
$18,000,000.00
February 28, 2007 Seattle,
Washington
FOR VALUE RECEIVED, the undersigned, EMERITUS
CORPORATION, a Washington corporation ("
Borrower "), hereby promises to pay
to the order of CP ’02 POOL LLC, a Washington limited
liability company (" Lender ") at 600 University St., Suite 2500, Seattle, Washington
98101, or to such other person or at such other place as the holder
of this Promissory Note (this " Note
") may from time to time designate in writing, the
principal sum of Eighteen Million and No/100 Dollars
($18,000,000.00), together with interest on the unpaid balance from
time to time and costs, fees and expenses payable under this Note
(collectively, the " Loan ")
as set forth below.
Definitions and Interpretation .
All capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Loan Agreement and
such definitions are incorporated herein by reference.
Repayment . Borrower may
prepay all or any portion of this Note at any time without penalty
in accordance with Section 4 below, but shall in any event repay
this Note as follows:
2.1 Beginning on the first day of
the month following the date hereof and continuing on the first day
of each month thereafter, Borrower shall make monthly accrued
interest payments.
2.2 In addition, all principal,
interest and all other amounts due under this Note, or that certain
Loan Agreement (herein so called) dated of even date herewith
(collectively, the " Loan Documents
") shall be due and payable on such day as Emeritus
closes any public offering or equivalent capital raising
event.
2.3 Notwithstanding anything to
the contrary contained in the Loan Documents, all principal,
interest and all other amounts due under the Loan Documents shall
be due and payable on February 28, 2009 (the "
Maturity Date ").
All payments hereunder shall be first applied to
late payment fees, attorneys’ fees and costs of collection,
then to accrued interest, and then to reduction of
principal.
Interest Rate . All
principal outstanding on the Loan shall bear interest at nine
percent (9%) per annum. If an Event of Default (as defined below)
shall have occurred and be continuing, interest shall thereupon
accrue daily on the aggregate outstanding principal balance until
such amount is paid in full a
|
