Loan Agreement
This
Loan
Agreement (this “Agreement”)
is
made as of February 28, 2007 by and between CP ’02 POOL LLC, a Washington
limited liability company (“Lender”)
to
Emeritus Corporation, a Washington corporation (“Borrower”).
RECITALS
|
A.
|
Lender
has agreed, on the terms and conditions set forth in this Agreement,
to
make to Borrower a loan (the “Loan”)
for the purposes of financing Borrower’s acquisition of certain membership
interests (the “Interest”) in Fretus Investors LLC, a Washington limited
liability company (the “Company”) and to provide Borrower with working
capital.
|
AGREEMENTS
In
consideration of the matters set forth above, Lender and Borrower hereby agree
as follows:
1. THE
LOAN
The
loan
amount shall be Eighteen
Million and No/100 Dollars
($18,000,000.00).
2. LOAN
DOCUMENTS
|
In
addition to this Agreement, the Loan is evidenced by a promissory
note
made of even date herewith from Borrower to Lender.
|
3. PAYMENT
TERMS
The
outstanding principal of the Loan from time to time shall bear interest at
nine
percent (9%) per annum. Accrued interest shall be due and payable monthly,
in
accordance with the terms and provisions set forth in the Note. The Loan shall
be payable in full without penalty on or before February 28, 2009, subject
to
and in accordance with the terms and conditions set forth in the
Note.
4. PREPAYMENT
PRIVILEGE
|
The
Loan may be prepaid, in whole or part, without premium or penalty
in
accordance with the terms and provisions of the
Note.
|
5. LENDER’S
EXPENSES
|
Borrower
agrees to pay on demand reasonable attorneys fees incurred by Lender
in
connection with the Loan and/or the enforcement of Lender’s rights and/or
Borrower’s obligations under the Loan
Documents.
|
6. DEFAULT
|
A
breach by Borrower of the terms of this Agreement that continues
beyond
the expiration of any applicable grace, notice, or cure period set
forth
in the Note shall be a default hereunder and under the Note, and
shall
entitle Lender to exercise any and all remedies available to it under
the
Loan Documents.
|
7. GOVERNING
LAW
|
This
Agreement and the commitments thereunder shall be governed in all
respects
by the internal laws of the State of Washington applicable to contracts
executed and to be performed in such
state.
|
ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE UNENFORCEABLE UNDER WASHINGTON
LAW.
BORROWER:
EMERITUS
CORPORATION, a
Washington corporation
By: /s/
Xxxxxxx
X. Xxxxxxxxxx
Xxxxxxx
X. Xxxxxxxxxx
Vice
President, Finance
LENDER:
CP
’02 POOL LLC, a
Washington limited
liability
company
By: /s/
Xxxxxx
X. Xxxx
Xxxxxx
X.
Xxxx
Manager
