ex106904revolvingloc.htm


    EX-10.69.04

     

     

    REVOLVING
LINE OF CREDIT NOTE

    


    $25,000,000.00 Bellevue,
Washington

    June 30,
2009

    


    FOR VALUE RECEIVED, the undersigned
EMERITUS CORPORATION ("Borrower") promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank") at its office at 205 108th Ave NE,
6th
Floor, Suite 600, Bellevue, Washington 98004, or at such other place as the
holder hereof may designate, in lawful money of the United States of America and
in immediately available funds, the principal sum of Twenty Five Million Dollars
($25,000,000.00), or so much thereof as may be advanced and be outstanding, with
interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein.

    


    DEFINITIONS:

    


    As used herein, the following terms
shall have the meanings set forth after each, and any other term defined in this
Note shall have the meaning set forth at the place defined:

    


    (a)           "Business
Day" means any day except a Saturday, Sunday or any other day on which
commercial banks in Washington are authorized or required by law to
close.

    


    (b)           "Daily
One Month LIBOR" means for any day, the rate of interest equal to LIBOR then in
effect for delivery for a one (1) month period.

    


    (c)           "Fixed
Rate Term" means a period commencing on a Business Day and continuing for 1
month, as designated by Borrower, during which all or a portion of the
outstanding principal balance of this Note bears interest determined in relation
to LIBOR; provided however, that no Fixed Rate Term may be selected for a
principal amount less than One Hundred Thousand Dollars ($100,000.00); and
provided further, that no Fixed Rate Term shall extend beyond the scheduled
maturity date hereof.  If any Fixed Rate Term would end on a day which
is not a Business Day, then such Fixed Rate Term shall be extended to the next
succeeding Business Day.

    


    (d)           "LIBOR"
means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8
of 1%) and determined pursuant to the following formula:

    


    
      	
              LIBOR
      =

            	
              Base
      LIBOR

            	 
      
	 
      	
              100%
      - LIBOR Reserve Percentage

            	 
      


    

    


                   (i)"Base LIBOR" means the rate per annum
for United States dollar deposits quoted by Bank (A) for the purpose of
calculating effective rates of interest for loans making reference to LIBOR, as
the Inter-Bank Market Offered Rate, with the understanding that such rate is
quoted by Bank for the purpose of calculating effective rates of interest for
loans making reference thereto, on the first day of a Fixed Rate Term for
delivery of funds on said date for a period of time approximately equal to the
number of days in such Fixed Rate Term and in an amount approximately equal to
the principal amount to which such Fixed Rate Term applies, or (B) for the
purpose of calculating effective rates of interest for loans making reference to
the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered Rate in effect
from time to time for delivery of funds for one (1) month in amounts
approximately equal to the principal amount


    
      
         


      

      
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    of such
loans.  Borrower understands and agrees that Bank may base its
quotation of the Inter-Bank Market Offered Rate upon such offers or other market
indicators of the Inter-Bank Market as Bank in its discretion deems appropriate
including, but not limited to, the rate offered for U.S. dollar deposits on the
London Inter-Bank Market.

    


                   (ii)"LIBOR Reserve Percentage" means the
reserve percentage prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for "Eurocurrency Liabilities" (as defined in
Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for
expected changes in such reserve percentage during the applicable term of this
Note.

    


    INTEREST:

    (a)           Interest.  The
outstanding principal balance of this Note shall bear interest (computed on the
basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate
per annum determined by Bank to be two and one half percent (2.50%) above the
Daily One Month LIBOR Rate in effect from time to time, or (ii) at a fixed rate
per annum determined by Bank to be two and one quarter percent (2.25%) above
LIBOR in effect on the first day of the applicable Fixed Rate
Term.  When interest is determined in relation to the Daily One Month
LIBOR Rate, each change in the interest rate shall become effective each
Business Day that the Bank determines that the Daily One Month LIBOR Rate has
changed.  Bank is hereby authorized to note the date, principal amount
and interest rate applicable thereto and any payments made thereon on Bank's
books and records (either manually or by electronic entry) and/or on any
schedule attached to this Note, which notations shall be prima facie evidence of
the accuracy of the information noted.

    


    (b)           Selection of Interest Rate
Options.  At any time any portion of this Note bears interest
determined in relation to LIBOR for a Fixed Rate Term, it may be continued by
Borrower at the end of the Fixed Rate Term applicable thereto so that all or a
portion thereof bears interest determined in relation to the Daily One Month
LIBOR Rate or to LIBOR for a new Fixed Rate Term designated by
Borrower.  At any time any portion of this Note bears interest
determined in relation to the Daily One Month LIBOR Rate, Borrower may at any
time convert all or a portion thereof so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower.  At
such time as Borrower requests an advance hereunder or wishes to select an
interest rate determined in relation to the Daily One Month LIBOR Rate or a
Fixed Rate Term for all or a portion of the outstanding principal balance
hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (i) the interest rate option selected by Borrower; (ii) the
principal amount subject thereto; and (iii) for each LIBOR selection for a Fixed
Rate Term, the length of the applicable Fixed Rate Term.  Any such
notice may be given by telephone (or such other electronic method as Bank may
permit) so long as, with respect to each LIBOR selection for a Fixed Rate Term,
(A) if requested by Bank, Borrower provides to Bank written confirmation thereof
not later than three (3) Business Days after such notice is given, and (B) such
notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate
Term, or at a later time during any Business Day if Bank, at its sole option but
without obligation to do so, accepts Borrower's notice and quotes a fixed rate
to Borrower.  If Borrower does not immediately accept a fixed rate
when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR
request from Borrower shall be subject to a redetermination by Bank of the
applicable fixed rate.  If no specific designation of interest is made
at the time any advance is requested hereunder or at the end of any Fixed Rate
Term, Borrower shall be deemed to have made a Daily One Month LIBOR Rate
interest selection for such advance or the principal amount to which such Fixed
Rate Term applied.


    
      
         


      

      
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    (c)           Taxes and Regulatory
Costs.  Borrower shall pay to Bank immediately upon demand, in
addition to any other amounts due or to become due hereunder, any and all (i)
withholdings, interest equalization taxes, stamp taxes or other taxes (except
income and franchise taxes) imposed by any domestic or foreign governmental
authority and related in any manner to LIBOR, and (ii) future, supplemental,
emergency or other changes in the LIBOR Reserve Percentage, assessment rates
imposed by the Federal Deposit Insurance Corporation, or similar requirements or
costs imposed by any domestic or foreign governmental authority or resulting
from compliance by Bank with any request or directive (whether or not having the
force of law) from any central bank or other governmental authority and related
in any manner to LIBOR to the extent they are not included in the calculation of
LIBOR.  In determining which of the foregoing are attributable to any
LIBOR option available to Borrower hereunder, any reasonable allocation made by
Bank among its operations shall be conclusive and binding upon
Borrower.

    


    (d)           Payment of
Interest.  Interest accrued on this Note shall be payable on
the 15th day of each month, commencing July 15, 2009.

    


    (e)           Default
Interest.  From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.

    


    BORROWING
AND REPAYMENT:

    


    (a)           Borrowing and
Repayment.  Borrower may from time to time during the term of
this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note
and of any document executed in connection with or governing this Note; provided
however, that the total outstanding borrowings under this Note shall not at any
time exceed the principal amount stated above.  The unpaid principal
balance of this obligation at any time shall be the total amounts advanced
hereunder by the holder hereof less the amount of principal payments made hereon
by or for Borrower, which balance may be endorsed hereon from time to time by
the holder.  The outstanding principal balance of this Note shall be
due and payable in full on June 30, 2010.

    


    (b)           Advances.  Advances
hereunder, to the total amount of the principal sum stated above, may be made by
the holder at the oral or written request of (i) Jon Baldwin, Jim L. Hanson, Leo
Watterson, Raymond R. Brandstrom or Richard DeGagne, any one acting alone, who
are authorized to request advances and direct the disposition of any advances
into Wells Fargo account 4178524682 of Borrower until written notice of the
revocation of such authority is received by the holder at the office designated
above, or (ii) any person, with respect to advances deposited to the credit of
any deposit account of Borrower, which advances, when so deposited, shall be
conclusively presumed to have been made to or for the benefit of Borrower
regardless of the fact that persons other than those authorized to request
advances may have authority to draw against such account.  The holder
shall have no obligation to determine whether any person requesting an advance
is or has been authorized by Borrower.

    


    



    
      
         


      

      
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    (c)           Application of
Payments.  Each payment made on this Note shall be credited
first, to any interest then due and second, to the outstanding principal balance
hereof.  All payments credited to principal shall be applied first, to
the outstanding principal balance of this Note which bears interest determined
in relation to the Daily One Month LIBOR Rate, if any, and second, to the
outstanding principal balance of this Note which bears interest determined in
relation to LIBOR, with such payments applied to the oldest Fixed Rate Term
first.

    


    PREPAYMENT:

    


    (a)           Daily One Month LIBOR
Rate.  Borrower may prepay principal on any portion of this
Note which bears interest determined in relation to the Daily One Month LIBOR
Rate at any time, in any amount and without penalty.

    


    (b)           LIBOR.  Borrower
may prepay principal on any portion of this Note which bears interest determined
in relation to LIBOR at any time and in the minimum amount of One Hundred
Thousand Dollars ($100,000.00); provided however, that if the outstanding
principal balance of such portion of this Note is less than said amount, the
minimum prepayment amount shall be the entire outstanding principal balance
thereof.  In consideration of Bank providing this prepayment option to
Borrower, or if any such portion of this Note shall become due and payable at
any time prior to the last day of the Fixed Rate Term applicable thereto by
acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a
fee which is the sum of the discounted monthly differences for each month from
the month of prepayment through the month in which such Fixed Rate Term matures,
calculated as follows for each such month:

    


    
      	
               
      

            	
              (i)

            	 	
              Determine the
      amount of interest which would have accrued each month on the amount
      prepaid at the interest rate applicable to such amount had it remained
      outstanding until the last day of the Fixed Rate Term applicable
      thereto.

            


    

    


    
      	
               
      

            	
              (ii)

            	 	
              Subtract from
      the amount determined in (i) above the amount of interest which would have
      accrued for the same month on the amount prepaid for the remaining term of
      such Fixed Rate Term at LIBOR in effect on the date of prepayment for new
      loans made for such term and in a principal amount equal to the amount
      prepaid.

            


    

    


    
      	
               
      

            	
              (iii)

            	 	
              If
      the result obtained in (ii) for any month is greater than zero, discount
      that difference by LIBOR used in (ii)
above.

            


    

    


    Borrower
acknowledges that prepayment of such amount may result in Bank incurring
additional costs, expenses and/or liabilities, and that it is difficult to
ascertain the full extent of such costs, expenses and/or
liabilities.  Borrower, therefore, agrees to pay the above-described
prepayment fee and agrees that said amount represents a reasonable estimate of
the prepayment costs, expenses and/or liabilities of Bank.  If
Borrower fails to pay any prepayment fee when due, the amount of such prepayment
fee shall thereafter bear interest until paid at a rate per annum two percent
(2.00%) above the Daily One Month LIBOR Rate in effect from time to time
(computed on the basis of a 360-day year, actual days elapsed).

    



    
      
         


      

      
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    EVENTS OF
DEFAULT:

    


    This Note is made pursuant to and is
subject 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
(the "Credit Agreement").  Any default in the payment or performance
of any obligation under this Note, or any defined event of default under the
Credit Agreement, shall constitute an "Event of Default" under this
Note.

    


    MISCELLANEOUS:

    


    (a)           Remedies.  Upon
the occurrence of any Event of Default, the holder of this Note, at the holder's
option, may declare all sums of principal and interest outstanding hereunder to
be immediately due and payable without presentment, demand, notice of
nonperformance, notice of protest, protest or notice of dishonor, all of which
are expressly waived by Borrower, and the obligation, if any, of the holder to
extend any further credit hereunder shall immediately cease and
terminate.  Borrower shall pay to the holder immediately upon demand
the full amount of all payments, advances, charges, costs and expenses,
including reasonable attorneys' fees (to include outside counsel fees and all
allocated costs of the holder's in-house counsel), expended or incurred by the
holder in connection with the enforcement of the holder's rights and/or the
collection of any amounts which become due to the holder under this Note, and
the prosecution or defense of any action in any way related to this Note,
including without limitation, any action for declaratory relief, whether
incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to
Borrower or any other person or entity.

    


    (b)           Obligations Joint and
Several.  Should more than one person or entity sign this Note
as a Borrower, the obligations of each such Borrower shall be joint and
several.

    


    (c)           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of Washington.

    


    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 undersigned has
executed this Note as of the date first written above.

    


    EMERITUS
CORPORATION

    


    By: /s/
Jim L. Hanson _____________________

        Jim
L. Hanson, Sr. Vice President of

        Financial
Services, Controller

    



    
      
         


      

      
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