EXHIBIT 2.3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is entered into as of December 30, 2002 by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Parent"), MARRIOTT SENIOR HOLDING CO., a Delaware corporation and wholly...Stock Purchase Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
amongParticipation Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
between FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but solely as the Owner Trustee under the Sunrise Trust 1998-1, as Lessor and SUNRISE MIDWEST LEASING, L.L.C., as LesseeLease Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
EXHIBIT 10.87 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement"), dated March 28, 2000, with an effective date of April 1, 2000, is entered into between SUNRISE ASSISTED LIVING, INC. (the "Company") and DAVID W. FAEDER (the...Consulting Agreement • March 29th, 2002 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
RECITALS:Purchase and Sale Agreement • August 11th, 2000 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
EXHIBIT 10.101 REVOLVING CREDIT AGREEMENT (REVOLVING DEBT) DECEMBER 23, 2002Revolving Credit Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
FORM OF LETTER AGREEMENTLetter Agreement • March 31st, 1999 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
EXHIBIT 10.98 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • California
EXHIBIT 10.100 SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
CREDIT AGREEMENTCredit Agreement • May 14th, 2002 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Massachusetts
RECITALS:Contribution Agreement • March 9th, 2001 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
RECITALS:Purchase and Sale Agreement • August 11th, 2000 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
MULTIFAMILY NOTE (MULTISTATE)Sunrise Assisted Living Inc • May 15th, 2000 • Services-nursing & personal care facilities
EXHIBIT 10.88 SUNRISE AT-HOME SENIOR LIVING, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is entered into between Sunrise At-Home Senior Living, Inc., a Delaware corporation (the "Company"), Sunrise Senior...Restricted Stock Agreement • March 29th, 2002 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
GUARANTYSunrise Assisted Living Inc • May 14th, 2002 • Services-nursing & personal care facilities
EXHIBIT 10.55 AMENDMENT NO. 1 TO CERTAIN OPERATIVE AGREEMENTS THIS AMENDMENT NO. 1 (this "Amendment") dated as of March 14, 2000, is by and among SUNRISE MIDWEST LEASING, L.L.C., a Virginia limited liability company (the "Lessee" or the "Construction...Sunrise Assisted Living Inc • March 30th, 2000 • Services-nursing & personal care facilities • Virginia
1 EXHIBIT 10.7 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement"), dated March 28, 2000, with an effective date of April 1, 2000, is entered into between SUNRISE ASSISTED LIVING, INC. (the "Company") and DAVID W. FAEDER (the...Consulting Agreement • May 15th, 2000 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
1 Exhibit 99(a) AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 21st, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
RECITALSShareholder Agreement • October 28th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
EXHIBIT 10.106 AMENDMENTConsulting Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
MANAGEMENT SERVICES AGREEMENT FORManagement Services Agreement • March 31st, 1999 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
TERM NOTESunrise Assisted Living Inc • May 14th, 2002 • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned, SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of FIRST UNION NATIONAL BANK, as a Lender (the "Lender") at the office of Fleet National Bank (as "Administrative Agent" pursuant to the Credit Agreement referred to below), located at One Federal Street, Boston, MA 02110 in lawful money of the United States of America and in immediately available funds, on May 15, 2004 or, if the Maturity Date has been extended pursuant to the Credit Agreement, January 10, 2005, the principal amount of FIFTEEN MILLION DOLLARS ($15,000,000.00), or, if less, so much thereof as may be advanced by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement among Borrower, Administrative Agent, the Lender and the other "Lenders" (as defined in the Credit Agreement) dated as of January 11, 2002, as may be amended, supplemented or otherwise modified from time to time (the "Credit Agree
1 EXHIBIT 4.2 5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2002 REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 6, 1997Registration Rights Agreement • August 14th, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • New York
AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF LICENSES, PARTICIPATION AGREEMENTS AND RESIDENT AGREEMENTS (MASTER)Sunrise Assisted Living Inc • March 31st, 1998 • Services-nursing & personal care facilities • Virginia
AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF OPERATING AGREEMENTS AND MANAGEMENT CONTRACTS (MASTER)Sunrise Assisted Living Inc • March 31st, 1998 • Services-nursing & personal care facilities • Virginia
DEVELOPMENT AGREEMENT (STUDIO CITY)Development Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
EXCEPTIONS TO NON-RECOURSE GUARANTY ----------------------------------- (MULTISTATE)Sunrise Assisted Living Inc • August 12th, 1999 • Services-nursing & personal care facilities
1 EXHIBIT 10.10 REVOLVING CREDIT NOTESunrise Assisted Living Inc • August 14th, 2001 • Services-nursing & personal care facilities • Virginia
betweenSecurity Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
December 30, 1996 Sunrise Assisted Living Limited Partnership c/o Sunrise Retirement Homes and Communities 9401 Lee Highway, Suite 300 Fairfax, Virginia 22031 Attn: Paul J. Klaassen, Chairman Re: $95,000,000 loan (the "Loan") to Sunrise Assisted...Sunrise Assisted Living Inc • March 31st, 1997 • Services-nursing & personal care facilities
1 Exhibit No. 2.1 AMENDMENT NO. 1 TO AGREEMENT OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT OF MERGER ("Amendment") is made as of March 4, 1999 among SUNRISE ASSISTED LIVING, INC., a Delaware corporation (referred to herein as "Acquiror"), BUCKEYE...Agreement of Merger • March 5th, 1999 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
1 Exhibit 10.14.1 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT This Amendment No. 1 to Stock Option Agreement (this "Amendment") is made as of May 30,1996 by and between Sunrise Assisted Living, Inc. (the "Corporation"), a Delaware corporation, and David...Stock Option Agreement • October 23rd, 1996 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 4th day of October, 1996 by and between Sunrise Development, Inc., a Virginia corporation, ("Purchaser") and Birtcher Properties, Ltd., a California limited...Purchase Agreement • February 18th, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYOption Agreement • October 28th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
2 3 Permits (to the full extent assignable), Reimbursement Contracts, and all Proceeds, all whether now owned or hereafter acquired, and including replacements, additions, accessions, substitutions, and products thereof and thereto, and all other...Revolving Loan Agreement • March 31st, 1999 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
