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 quarter basis for the
quarter ending June 30, 2009, and as of each fiscal quarter end thereafter, with
“Fixed Charge Coverage Ratio” defined as Adjusted EBITDAR divided by the sum of
Fixed Charges.  “Adjusted EBITDAR” is defined as net income after
taxes plus interest expense, tax expense, depreciation expense, amortization
expense, and rent expense and plus or minus mutually agreed upon adjustments for
non-cash items such as lease expense adjustments and amortization of deferred
fees less the greater of maintenance capital expenditures as detailed on
management’s compliance certificate or $450 per owned unit per
year.  “Fixed Charges” is defined as the sum of current maturities of
long term debt plus current portion of capital leases plus interest expense and
rent expense.  For purposes of computing fixed charge coverage ratio,
adjusted EBITDAR and fixed charges will be normalized on a pro-forma basis for
any acquisitions and/or divestitures occurring during each
quarter.”





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.








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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


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