Exhibit 10.66.3
MANAGEMENT AGREEMENT WITH OPTION TO PURCHASE
for Emeritrust 25 Facilities
AMONG
AL INVESTORS LLC,
a Delaware limited liability company
AND
THE FACILITY ENTITIES SET FORTH IN EXHIBIT A
AND
EMERITUS MANAGEMENT I LP,
a Washington limited partnership
AND
EMERITUS PROPERTIES I, INC.,
a Washington corporation
AND
ESC I, L.P.,
a Washington limited partnership
AND
EMERITUS MANAGEMENT LLC,
a Washington limited liability company
AND
EMERITUS CORPORATION,
a Washington corporation
MANAGEMENT AGREEMENT WITH OPTION TO PURCHASE
(Emeritrust 25)
This Management Agreement with Option to Purchase (the "Agreement") is entered into as of , 1998, by and
among Emeritus Management LLC, a Washington limited liability company, Emeritus Management I LP, a
Washington limited partnership, ESC I, L.P., a Washington limited partnership, and Emeritus Properties I, Inc., a
Washington corporation (collectively "Managers" and each a "Manager"), Emeritus Corporation, a Washington
Corporation ("Emeritus"), and AL Investors LLC, a Delaware limited liability company ("AL Investors") for itself
and as sole managing member on behalf of each of the Facility Entities as set forth in Exhibit A (collectively
"Facility Entities" and each a "Facility Entity"). (AL Investors and the respective Facility Entity which owns a
Facility are sometimes collectively referred to herein as "Owner" or with respect to all Facilities "Owners").
Owners desire to engage Managers to manage the Facilities as defined in Exhibit A upon the terms and
conditions set forth herein. All capitalized terms not otherwise defined herein shall have the meaning set forth in
Exhibit
A.
1. BACKGROUND AND GENERAL TERMS
1.1 Purchase Agreements
AL Investors has entered into (a) a Purchase and Sale Agreement dated of even date herewith with Meditrust
Company LLC, a Delaware limited liability company ("Meditrust"), relating to the purchase of twenty-two (22) of
the Facilities currently leased by Affiliates of Eme