REVOLVING NOTE
$3,000,000 March 16, 2004
For value received, the undersigned, EMERITUS CORPORATION ("Borrower"),
promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), at
1420 Fifth Avenue, Seattle, Washington 98101, or such other place or places as
the holder hereof may designate in writing, the principal sum of Three Million
Dollars ($3,000,000) or so much thereof as advanced by U.S. Bank in lawful,
immediately available money of the United States of America, in accordance with
the terms and conditions of that certain credit agreement of even date herewith
by and between Borrower and U.S. Bank (together with all supplements, exhibits,
amendments, restatements and modifications thereto, the "Credit Agreement").
Borrower also promises to pay interest on the unpaid principal balance hereof,
commencing as of the first date of an advance hereunder, in like money in
accordance with the terms and conditions and at the rate or rates provided in
the Credit Agreement.
Borrower and all endorsers, sureties and guarantors hereof jointly and severally
waive presentment for payment, demand, notice of nonpayment, notice of protest
and protest of this Note and all other notices in connection with the delivery,
acceptance, performance, default, dishonor or enforcement of the payment of this
Note except such notices as are specifically required by this Note or by the
Credit Agreement, and they agree that the liability of each of them shall be
unconditional without regard to the liability of any other party and shall not
be in any manner affected by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by U.S. Bank. Borrower and all
endorsers, sureties and guarantors hereof, if any, (1) consent to any and all
extensions of time, renewals, waivers or modifications that may be granted by
U.S. Bank with respect to the payment or other provisions of this Note and the
Credit Agreement; (2) consent to the release of any property now or hereafter
securing this Note with or without substitution; and (3) agree that additional
makers, endorsers, guarantors or sureties may become parties hereto without
notice to them and without affecting their liability hereunder.
This Note is the Note referred to in the Credit Agreement and as such is
entitled to all of the benefits and obligations specified in the Credit
Agreement, including but not limited to any Collateral and any conditions to
making advances hereunder. Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the repayment of this Note and the acceleration of the maturity
hereof.
EMERITUS CORPORATION
By /s/ Willam M. Shorten
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Name: William M. Shorten
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Title: Director of Real Estate Finance
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