SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 1, 2011 among BREA EMERITUS LLC AND EACH OF ITS SUBSIDIARIES, as Borrowers THE LENDERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent GE...Credit Agreement • August 5th, 2011 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 1, 2011, is entered into among BREA EMERITUS LLC, a Delaware limited liability company (the “Parent”), and each of its subsidiaries listed on Exhibit A hereto (each an “SPE” and collectively with the Parent, the “Borrowers”), the Lenders (as defined below), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
PROMISSORY NOTEPromissory Note • August 5th, 2011 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
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.
AMENDED AND RESTATED NOTEEmeritus Corp\wa\ • August 5th, 2011 • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned, BREA Emeritus LLC and each of its subsidiaries listed on the signature pages hereto, 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 TWO HUNDRED TWENTY MILLION AND 00/100 DOLLARS ($220,000,000), or, if less, the aggregate unpaid principal amount of the Loans made by 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.
