EX-10.69.05
SECOND AMENDMENT TO CREDIT
AGREEMENT
THIS AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") is entered into as of March
4, 2009, by and between EMERITUS CORPORATION, a Washington
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").
RECITALS
WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and
Bank dated as of January 17, 2008, as amended from time to time
("Credit Agreement").
WHEREAS, Bank
and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to
amend the Credit Agreement to reflect said changes.
NOW, THEREFORE,
for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 5.2
is hereby deleted in its entirety, and the following substituted
therefor:
“SECTION
5.2. OTHER
UNSECURED INDEBTEDNESS. Create, incur, assume or permit
to exist any unsecured indebtedness or liabilities resulting from
borrowings, loans or advances, whether direct or indirect, matured
or unmatured, liquidated or unliquidated, joint or several, in an
amount in excess of $1,000,000 in the aggregate at any time, except
the liabilities of Borrower to Bank.”
2. Section 5.4
is hereby deleted in its entirety, and the following substituted
therefor:
“SECTION
5.4. GUARANTIES/RECOURSE
INDEBTEDNESS/OTHER SECURED INDEBTEDNESS. Except any of
the following in favor of Bank:
(A) Guarantee
or become liable in any way as surety, endorser (other than as
endorser of negotiable instruments for deposit or collection in the
ordinary course of business), accommodation endorser or otherwise
for any unsecured debts, liabilities or obligations of any other
person or entity, including without limitation, any such unsecured
debts, liabilities or obligations of any of Borrower’s
subsidiaries;
(B) &nbs
