FIRST
AMENDMENT TO CREDIT AGREEMENT








THIS AMENDMENT TO CREDIT AGREEMENT
(this "Amendment") is entered into as of February 16, 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 "February 15, 2009" as the last day on which Bank will make
advances under the Line of Credit, and by substituting for said date "June 30,
2009," with such change to be effective upon the execution and delivery to Bank
of a promissory note dated as of February 16, 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 4.3
(b) is hereby deleted in its entirety, and the following substituted
therefor:





“(b)           not
later than 60 days after and as of the end of each fiscal quarter, a 10Q report
filed with the Securities and Exchange Commission;”





3.  Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or
modification.  All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment.  This Amendment and the
Credit Agreement shall be read together, as one document.





4.  Borrower hereby remakes
all representations and warranties contained in the Credit Agreement and
reaffirms all covenants set forth therein.  Borrower further certifies
that as of the date of this Amendment there exists no Event of Default as
defined in the Credit Agreement, nor any condition, act or event which with the
giving of notice or the passage of time or both would constitute any such Event
of Default.





ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.










IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the day and year first written above.





WELLS FARGO BANK,


EMERITUS
CORPORATION                                                                     NATIONAL
ASSOCIATION





By: _/s/
Jim L. Hanson
________                                                                           By:
/s/ Gloria Nemechek _____


Jim
L. Hanson, Sr. Vice President
of                                                                                         Gloria
Nemechek, Vice President


Financial
Services, Controller