0001001604-05-000244 Sample Contracts

EMERITUS CORPORATION AGREEMENT REGARDING 6.25% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
Convertible Subordinated Debenture Agreement • July 7th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington

This Agreement entered into as of June 30, 2005 is between Emeritus Corporation (the "Company"), Saratoga Partners IV, LP, Saratoga Management Company LLC, Saratoga Coinvestment IV LLC (collectively, the "Saratoga Entities"), Columbia Select, L.P. and Catalina General, L.P. (collectively, the "Baty Entities").

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