EX-10.69.06
THIRD AMENDMENT TO CREDIT
AGREEMENT
THIS AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") is entered into as of June
30, 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 1.1 (a) is hereby amended
by deleting "June 30, 2009" as the last day on which Bank will make
advances under the Line of Credit, and by substituting for said
date "June 30, 2010," with such change to be effective upon the
execution and delivery to Bank of a promissory note dated as of
June 30, 2009 (which promissory note shall replace and be deemed
the Line of Credit Note defined in and made pursuant to the Credit
Agreement) and all other contracts, instruments and documents
required by Bank to evidence such change.
2. Section 4.9 (a) is hereby
deleted in its entirety, and the following substituted
therefor:
"(a) Fixed Charge Coverage Ratio not
less than 1.10 o 1.0 determined on a current qua
