Exhibit 10.2
PROMISSORY
NOTE
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$11,361,523.66
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Dated February 18,
2009
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FOR VALUE RECEIVED, the undersigned,
ASSET INVESTORS OPERATING PARTNERSHIP, L.P. , a Delaware
limited partnership (the “Maker”), promises to pay to
GCP SUNSHINE ACQUISITION, INC. , a Delaware corporation (the
“Payee”), the principal amount of Eleven Million Three
Hundred Sixty-One Thousand Five Hundred Twenty-Three Dollars and
Sixty-Six Cents ($11,361,523.66), together with interest on the
principal balance at the rate of ten percent (10%) per annum
(the “Interest Rate”) until maturity. Interest will be
computed on the principal balance outstanding during the period
from the date of this Note until the Maturity Date (as defined
below). Interest shall be the product resulting when multiplying
the rate of interest by the principal balance outstanding, dividing
by 360, and then multiplying by the actual number of days interest
has accrued.
The principal balance of this Note,
together with all accrued interest thereon, shall be repaid in a
single payment due and payable on February 18, 2011 (the
“Maturity Date”). Maker may not prepay this Note in
whole or in part at any time or times.
Maker’s failure to pay any
amounts due hereunder shall constitute a default by Maker (an
“Event of Default”) under this Note. Upon the
occurrence of an Event of Default hereunder, (i) without
notice by Payee to or demand by Payee of Maker, all outstanding
indebtedness due hereunder shall be immediately due and payable
forthwith and (ii) interest shall accrue on the principal
balance outstanding at the Interest Rate, plus three percent
(3%)
