Sunrise Senior Living Inc Sample Contracts

Sunrise Senior Living Inc – FIRST SUPPLEMENTAL INDENTURE (January 9th, 2013)

FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of January 9, 2013, between SUNRISE SENIOR LIVING, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Sunrise Senior Living Inc – Dawn Limited Partnership (December 6th, 2012)

We have audited the accompanying consolidated balance sheets of Dawn Limited Partnership and its subsidiaries (‘the Partnership’) as of 31 December 2011 and 2010, and the related group profit and loss accounts, group statement of recognised profits and losses, note of historical cost profits and losses and group statements of cash flows for each of the three years in the period ended 31 December 2011. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Sunrise Senior Living Inc – Page (December 6th, 2012)

We have audited the accompanying combined balance sheet of Metropolitan Senior Housing, LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC (the “Companies”) as of December 31, 2011, and the related combined statements of operations, changes in members’ deficit, and cash flows for the year then ended. These combined financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these financial statements based on our audit.

Sunrise Senior Living Inc – 333-38430 Form S-8 1996 Non-Incentive Stock Option Plan, as Amended 333-26837 Form S-8 1997 Stock Option Plan 333-57293 Form S-8 1998 Stock Option Plan 333-78313 Form S-8 1999 Stock Option Plan 333-38432 Form S-8 2000 Stock Option Plan 333-61918 Form S-8 2001 Stock Option Plan 333-88570 Form S-8 2002 Stock Option and Restricted Stock Plan 333-109228 Form S-8 2003 Stock Option and Restricted Stock Plan 333-160796 Form S-8 2008 Omnibus Incentive Plan 333-167023 Form S-8 2008 Omnibus Incentive Plan, as Amended 333-181106 Form S-8 2008 Omnibus Incentive Plan, as Amended (December 6th, 2012)

of our report dated December 6, 2012, with respect to the consolidated financial statements of Dawn Limited Partnership for the three years ended December 31, 2009, 2010 and 2011, included in this Form 8-K/A of Sunrise Senior Living, Inc.

Sunrise Senior Living Inc – 333-38430 Form S-8 1996 Non-Incentive Stock Option Plan, as Amended 333-26837 Form S-8 1997 Stock Option Plan 333-57293 Form S-8 1998 Stock Option Plan 333-78313 Form S-8 1999 Stock Option Plan 333-38432 Form S-8 2000 Stock Option Plan 333-61918 Form S-8 2001 Stock Option Plan 333-88570 Form S-8 2002 Stock Option and Restricted Stock Plan 333-109228 Form S-8 2003 Stock Option and Restricted Stock Plan 333-160796 Form S-8 2008 Omnibus Incentive Plan 333-167023 Form S-8 2008 Omnibus Incentive Plan, as Amended 333-181106 Form S-8 2008 Omnibus Incentive Plan, as Amended (December 6th, 2012)

of our report dated December 6, 2012, with respect to the combined financial statements of Metropolitan Senior Housing, LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC, included in this Form 8-K/A of Sunrise Senior Living, Inc.

Sunrise Senior Living Inc – Dawn Limited Partnership (December 6th, 2012)
Sunrise Senior Living Inc – September 30, 2012 (unaudited) December 31, 2011 (December 6th, 2012)
Sunrise Senior Living Inc – Unit Occupancy Net Operating Income (1), (2) (November 7th, 2012)
Sunrise Senior Living Inc – CREDIT AGREEMENT dated as of October 1, 2012 (November 7th, 2012)

CREDIT AGREEMENT, dated as of October 1, 2012 (this “Agreement”), among Sunrise Senior Living Investments, Inc. (the “Borrower”) and Health Care REIT, Inc., as lender (the “Lender”).

Sunrise Senior Living Inc – Dated 16 OCTOBER 2012 DAWN HOLDCO LIMITED BANK OF SCOTLAND PLC as Arranger BANK OF SCOTLAND PLC as Agent BANK OF SCOTLAND PLC as Security Trustee (November 7th, 2012)
Sunrise Senior Living Inc – BINDING TERM SHEET FOR LOANS (November 7th, 2012)

LENDER: Health Care REIT, Inc. or a designated affiliate thereof (“HCN”); provided that in the event that Health Care REIT, Inc. designates an affiliate to fund the Loan, Health Care REIT, Inc. shall not be relieved of its obligations hereunder to fund the Loans in the event that its affiliate fails to do so.

Sunrise Senior Living Inc – Investor Relations Contact Tim Smith, 703-854-0348 (November 7th, 2012)

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the third quarter of 2012.

Sunrise Senior Living Inc – FIRST AMENDMENT (November 7th, 2012)

FIRST AMENDMENT (this “Amendment”), dated as of October 1, 2012, to the Credit Agreement referred to below, among Sunrise Senior Living, Inc., as borrower (the “Company”), the lenders from time to time party thereto (the “Lenders”) and KeyBank National Association, as administrative agent (the “Administrative Agent”, together with the Company and the Lenders, the “Parties”).

Sunrise Senior Living Inc – GUARANTY AGREEMENT (November 7th, 2012)

GUARANTY AGREEMENT (this “Agreement”), dated as of October 1, 2012, by Sunrise Senior Living, Inc. (“Guarantor”) in favor of Health Care REIT, Inc., as lender (the “Lender”).

Sunrise Senior Living Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG BREWER HOLDCO, INC. SUNRISE SENIOR LIVING, INC. AND RED FOX MANAGEMENT, LP SEPTEMBER 13, 2012 (September 17th, 2012)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of September, 2012 by and among Brewer Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Seller”), Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and Red Fox Management, LP, a Delaware limited partnership (the “Buyer”).

Sunrise Senior Living Inc – Sunrise & Health Care REIT Agreement Community Talking Points August 2012 (August 23rd, 2012)

· Sunrise announced that it has entered into an agreement with Health Care REIT to acquire the company for $14.50 per share in cash. As part of this transaction, Health Care REIT will assume ownership of Sunrise’s real estate assets, and we expect Sunrise will become an operations-only company that will likely not be public.

Sunrise Senior Living Inc – SUNRISE SENIOR LIVING SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY HEALTH CARE REIT —Sunrise Shareholders to Receive Per Share Consideration of $14.50 in Cash— (August 22nd, 2012)

MCLEAN, VA—Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has entered into a definitive merger agreement under which Health Care REIT, Inc. (NYSE: HCN) will acquire all of the outstanding common stock of Sunrise for $14.50 per share in an all-cash transaction. The transaction is not subject to any financing contingency. The transaction represents a 62.4 percent premium to Sunrise's closing stock price on August 21, 2012, and was unanimously approved by the Sunrise board of directors.

Sunrise Senior Living Inc – FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (August 22nd, 2012)

This FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of August 22, 2012, between Sunrise Senior Living, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

Sunrise Senior Living Inc – FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (August 22nd, 2012)

This FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of August 22, 2012, between Sunrise Senior Living, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

Sunrise Senior Living Inc – Sunrise & Health Care REIT Agreement Q&A August 2012 (August 22nd, 2012)
Sunrise Senior Living Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012 (August 22nd, 2012)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 21st day of August, 2012 by and among Sunrise Senior Living, Inc., a Delaware corporation (the "Company"), Brewer Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Holdco"), Brewer Holdco Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Holdco Sub"), Health Care REIT, a Delaware corporation ("Parent"), and Red Fox, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub").

Sunrise Senior Living Inc – SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT (August 2nd, 2012)

Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants Performance Units relating to shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below, the shares of Stock subject thereto being subject to achieving the performance criteria and the vesting conditions set forth in the attached agreement (the “Agreement”). Additional terms and conditions of the grant are set forth in this cover sheet to the Agreement, in the Agreement, and in the Company’s 2008 Omnibus Incentive Plan, as amended (the “Plan”).

Sunrise Senior Living Inc – Sunrise Reports Financial Results for Second Quarter of 2012 (August 2nd, 2012)

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the second quarter of 2012. Sunrise will host a conference call and webcast on Friday, August 3, 2012, at 9:00 a.m. ET, to discuss the financial results.

Sunrise Senior Living Inc – Unit Occupancy Net Operating Income (1), (2) (August 2nd, 2012)
Sunrise Senior Living Inc – SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT (August 2nd, 2012)

Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to its shares of common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attached agreement (collectively, the “Agreement”) and in the Company’s 2008 Omnibus Incentive Plan, as amended (the “Plan”).

Sunrise Senior Living Inc – TRANSFER AGREEMENT by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation, and CHT PARTNERS, LP, a Delaware limited partnership and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation June 4, 2012 (July 6th, 2012)

THIS TRANSFER AGREEMENT (this “Agreement”) is dated as of the 4th day of June, 2012, by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“Transferor”), CHT PARTNERS, LP, a Delaware limited partnership (“Transferee”), and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“Manager”). Certain capitalized terms used herein are defined in Section 1.01.

Sunrise Senior Living Inc – Sunrise Senior Living Completes Agreement to Transfer Seven Sunrise Communities to New Joint Venture (July 6th, 2012)

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that on June 29, 2012, it closed on an agreement with CHT Partners, LP, a subsidiary of CNL Healthcare Trust, Inc. (“CHT”), forming a new joint venture to which Sunrise contributed seven consolidated communities containing 687 units and CHT contributed approximately $57 million. The new joint venture is owned approximately 55 percent by CHT and approximately 45 percent by Sunrise Senior Living Investments, Inc., a subsidiary of Sunrise Senior Living, Inc., with a gross valuation of approximately $226 million.

Sunrise Senior Living Inc – Sunrise Senior Living Enters Agreement to Transfer Seven Sunrise Communities to a New Joint Venture Sunrise to Refinance Communities, Receive $5 Million and Continue Managing Communities (June 7th, 2012)

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has entered into an agreement with CHT Partners, LP, a subsidiary of CNL Healthcare Trust, Inc. (“CHT”), to form a new joint venture to which Sunrise will contribute seven consolidated communities containing 687 units and CHT will contribute approximately $57 million. The new joint venture will be owned approximately 55 percent by CHT and approximately 45 percent by Sunrise Senior Living Investments, Inc., a subsidiary of Sunrise Senior Living, Inc., with a gross valuation of approximately $226 million.

Sunrise Senior Living Inc – Sunrise Senior Living Settles Litigation with Five Star Quality Care, Inc. Sunrise Reaches Agreement for Early Transition from 10 Leased Communities (June 1st, 2012)

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that on May 29, 2012, the Company agreed to pay $4 million to settle the previously disclosed litigation with Five Star Quality Care, Inc. and its affiliates.

Sunrise Senior Living Inc – Registration Statement Number Form Description 333-38430 Form S-8 1996 Non- Incentive Stock Option Plan, as Amended 333-26837 Form S-8 1997 Stock Option Plan 333-57293 Form S-8 1998 Stock Option Plan 333-78313 Form S-8 1999 Stock Option Plan 333-38432 Form S-8 2000 Stock Option Plan 333-61918 Form S-8 2001 Stock Option Plan 333-88570 Form S-8 2002 Stock Option and Restricted Stock Plan 333-109228 Form S-8 2003 Stock Option and Restricted Stock Plan 333-160796 Form S-8 2008 Omnibus Incentive Plan 333-167023 Form S-8 2008 Omnibus Incentive Plan, as Amended 333-181106 Form S-8 2008 Omnibus Incenti (May 31st, 2012)

of our report dated May 22, 2012, with respect to the combined financial statements of MetSun Two Pool Two, LLC and MetSun Three Pool One, LLC, included in this Form 8-K/A of Sunrise Senior Living, Inc.

Sunrise Senior Living Inc – Page REPORT OF INDEPENDENT AUDITORS 1 COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2011: Combined Balance Sheet 2 Combined Statement of Operations 3 Combined Statement of Changes in Members’ Deficit 4 Combined Statement of Cash Flows 5 Notes to Combined Financial Statements 6–10 (May 29th, 2012)

We have audited the accompanying combined balance sheet of MetSun Two Pool Two, LLC and MetSun Three Pool One, LLC (the “Companies”) as of December 31, 2011, and the related combined statements of operations, changes in members’ deficit, and cash flows for the year then ended. These combined financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these financial statements based on our audit.

Sunrise Senior Living Inc – Registration Statement Number Form Description 333-38430 Form S-8 1996 Non- Incentive Stock Option Plan, as Amended 333-26837 Form S-8 1997 Stock Option Plan 333-57293 Form S-8 1998 Stock Option Plan 333-78313 Form S-8 1999 Stock Option Plan 333-38432 Form S-8 2000 Stock Option Plan 333-61918 Form S-8 2001 Stock Option Plan 333-88570 Form S-8 2002 Stock Option and Restricted Stock Plan 333-109228 Form S-8 2003 Stock Option and Restricted Stock Plan 333-160796 Form S-8 2008 Omnibus Incentive Plan 333-167023 Form S-8 2008 Omnibus Incentive Plan, as Amended (May 29th, 2012)

of our report dated May 22, 2012, with respect to the combined financial statements of MetSun Two Pool Two, LLC and MetSun Three Pool One, LLC, included in this Form 8-K/A of Sunrise Senior Living, Inc.

Sunrise Senior Living Inc – TRANSFER AGREEMENT by and among MASTER METSUN THREE, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METLIFE PROPERTIES VENTURES, LLC, a Delaware limited liability company; METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation; and the “Sunrise Parties”, as hereinafter defined March 7, 2012 (May 1st, 2012)
Sunrise Senior Living Inc – TRANSFER AGREEMENT by and among MASTER METSUN TWO, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METROPOLITAN CONNECTICUT PROPERTIES VENTURES, LLC, a Delaware limited liability company; METLIFE INSURANCE COMPANY OF CONNECTICUT, a Connecticut corporation; and the “Sunrise Parties”, as hereinafter defined March 7, 2012 (May 1st, 2012)
Sunrise Senior Living Inc – For immediate release Media Contact May 1, 2012 Meghan Lublin, 703-854-0299 (May 1st, 2012)

MCLEAN, VA – Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the first quarter of 2012. Sunrise will host a conference call and webcast on Wednesday, May 2, 2012, at 9:00 a.m. ET, to discuss the financial results.