EX 10.72.4 CP 02 Loan Agreement for Fretus


    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/
      Raymond
      R. Brandstrom 

    Raymond
      R. Brandstrom

    Vice
      President, Finance

    


    


    LENDER:

    


    CP
      ’02 POOL LLC, a
      Washington limited 

    liability
      company 

    


    By: /s/
      Daniel
      R. Baty  

    Daniel
      R.
      Baty

    Manager