Loan No. 07-0004017
August 26, 2002
Emeritus Properties XIV, LLC
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Re: $8,300,000 ("LOAN") from Xxxxxx Healthcare Finance, Inc. ("LENDER") to
Emeritus Properties XIV, LLC limited liability company ("BORROWER")
Dear Xxxxx or Sir:
We write in connection with that certain Loan Agreement, dated as of even
date herewith, by and between Xxxxxx and Borrower (the "LOAN AGREEMENT"),
pursuant to which Xxxxxx has agreed to make the Loan to Borrower. All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Loan Agreement.
Lender and Guarantor have entered into or currently intend to enter into
negotiations for Lender to make a loan (the "DEUTSCHE BANK REFINANCE LOAN") to
Guarantor or its affiliate (the "REFINANCE BORROWER"), which loan will be used,
among other things, to refinance existing debt of Guarantor (or its affiliates)
owed to Deutsche Bank.
In the event that (a) Lender does not issue a loan application in an amount
acceptable to Refinance Borrower for the Deutsche Bank Refinance Loan or (b)
Refinance Borrower has signed and Xxxxxx has accepted a loan application for the
Deutsche Bank Refinance Loan in an amount acceptable to the Refinance Borrower,
and Xxxxxx fails to obtain credit committee approval for the Deutsche Bank
Refinance Loan for any reason, then Lender hereby agrees that it shall allow
Borrower to repay, in full but not in part, the Loan prior to the first
anniversary of the Closing Date, notwithstanding the prohibition of such
prepayment contained in Section 1.7 of the Loan Agreement (the "FIRST YEAR
REPAYMENT"). If Xxxxxxxx makes the First Year Repayment as provided herein,
Xxxxxx hereby agrees to waive the Exit Fee due pursuant to Section 1.8 of the
Loan Agreement in connection with such prepayment and to refund to Borrower, at
the time of the First Year Repayment, a portion of the Loan commitment paid to
Lender in the amount of Forty-One Thousand Five Hundred Dollars ($41,500).
Nothing contained herein shall be construed as a commitment to make the Deutsche
Bank Refinance Loan, or to enter into or continue negotiations to make the
Deutsche Bank Refinance Loan.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Its: VP
