DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING (Loan A)Security Agreement and Fixture Filing • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING is made as of August 28, 2007, by SUNRISE CONNECTICUT AVENUE ASSISTED LIVING, L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (“Grantor”), ALEXANDRA JOHNS and ELLEN-ELIZABETH LEE, as Trustees either of whom may act (the “Individual Trustees”), and CHEVY CHASE BANK, F.S.B., a federally chartered savings bank, as Agent (“Beneficiary”).
SECOND AMENDMENT TO GUARANTY OF PAYMENT (Loan A)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO GUARANTY OF PAYMENT (Loan A) (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) and CHEVY CHASE BANK, a division of Capital One, N.A., its successors and assigns, as Agent (“Agent”) for Lenders (individually a “Lender” and collectively, “Lenders”) party to the Loan Agreement (as hereinafter defined).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is dated as of this 7th day of October, 2009, and is made by and between each of the parties named on Exhibit “A” hereto (each, individually, “Seller” and, collectively, “Sellers”), and BLC Acquisitions, Inc., a Delaware corporation (“Purchaser”).
FIRST AMENDMENT TO DEED OF TRUST NOTE A (Loan A)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities • Virginia
THIS FIRST AMENDMENT TO DEED OF TRUST NOTE A (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (the “Lender”).
GUARANTY OF PAYMENT (Loan B)Guaranty of Payment • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS GUARANTY OF PAYMENT (this “Agreement”) is made as of August 28, 2007, by SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) in favor of CHEVY CHASE BANK, F.S.B., a federal savings bank, its successors and assigns, “Lender”).
FIRST AMENDMENT TO DEED OF TRUST NOTE A (Loan A)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities • Virginia
THIS FIRST AMENDMENT TO DEED OF TRUST NOTE A (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and MB FINANCIAL BANK, N.A. a national banking association, its successors and assigns (the “Lender”).
LOAN AND SECURITY AGREEMENT (Loan A)Loan and Security Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of August 28, 2007, by and among SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (“Borrower”), and CHEVY CHASE BANK, F.S.B., a federally chartered savings bank (“Agent” or in its individual capacity, “Chevy Chase”), as Agent for the lenders party hereto (individually a “Lender” and collectively, “Lenders”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
Sellers represent and warrant to Purchaser that except for Goldman Sachs (“Broker”), no broker or finder has been engaged by it or their affiliates, respectively, in connection with the transaction contemplated by this Agreement or to its knowledge is in any way connected with this transaction. Purchaser shall be responsible for the payment of any commission, finder’s fee or other sum initiated by any broker, commission agent or other person engaged or retained by Purchaser in connection with the transaction contemplated by this Agreement. Sellers shall be responsible for the payment of any commission, finder’s fee or other sum initiated by any broker, commission agent or other person engaged or retained by Sellers in connection with the transaction contemplated by this Agreement, including without limitation, Broker. Sellers and Purchaser (except with respect to the commission which shall be paid by Seller to Broker) each agree to indemnify, protect, defend and hold the other harmless
SETTLEMENT AGREEMENTSettlement Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
This Settlement Agreement (“Agreement”) is made this 12th day of June, 2009, by and between KRG Capital Fund II, L.P. (“KRG Fund II”), KRG Capital Fund II (FF), L.P. (“KRG Capital (FF)”), KRG Capital Fund II (PA), L.P. (“KRG Capital (PA)”), KRG Co-Investment, LLC (“KRG Co-Invest”) (KRG Fund II, KRG Capital (FF), KRG Capital (PA) and KRG Co-Invest, collectively, the “KRG Parties”), Sunrise Senior Living, Inc. (“Sunrise”), and Trinity Hospice, Inc. (“Trinity”) (Sunrise and Trinity, collectively, the “Sunrise Parties”) (hereafter, the KRG Parties, ACS and the Sunrise Parties are referred to jointly and collectively as the “Parties,” or any of them individually as a “Party”).
FIRST AMENDMENT TO LOAN AGREEMENT (Loan B)Loan Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of April 15, 2008, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, F.S.B. a federally chartered savings bank (“Lender”).
PURCHASE AND SALE AGREEMENT between The parties designated on Exhibit “A”, as Seller, and BLC Acquisitions, Inc. as Purchaser As of October 7, 2009Purchase and Sale Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
IN WITNESS WHEREOF, the parties hereto have caused this Purchase and Sale Agreement to be executed as of the 7th day of October, 2009.
LOAN AGREEMENTLoan Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • California
THIS LOAN AGREEMENT (“Agreement”) is executed as of September 28, 2007, by and between SUNRISE PASADENA CA SENIOR LIVING, LLC, a California Limited Liability Company, and SUNRISE PLEASANTON CA SENIOR LIVING, LP, a Delaware Limited Partnership, jointly and severally, (both referred to as “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
LOAN AND SECURITY AGREEMENT (Loan B)Loan and Security Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of August 28, 2007, by and among SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (“Borrower”), and CHEVY CHASE BANK, F.S.B., a federally chartered savings bank “Lender”).
SECOND AMENDMENT TO GUARANTY OF PAYMENT (Loan B)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO GUARANTY OF PAYMENT (Loan B) (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) and CHEVY CHASE BANK, a division of Capital One, N.A., its successors and assigns ( “Lender”).
FIRST AMENDMENT TO DEED OF TRUST NOTE B (Loan B)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities • Virginia
THIS FIRST AMENDMENT TO DEED OF TRUST NOTE B (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (the “Lender”).
GUARANTY OF PAYMENT (Loan A)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities • Virginia
THIS GUARANTY OF PAYMENT (this “Agreement”) is made as of August 28, 2007, by SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) in favor of CHEVY CHASE BANK, F.S.B., a federal savings bank, its successors and assigns, as Agent (“Agent”) for Lenders (individually a “Lender” and collectively, “Lenders”) party to the Loan Agreement (as hereinafter defined).
FIRST AMENDMENT TO LOAN AGREEMENT (Loan A)Loan Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of April 15, 2008, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, F.S.B, a federally chartered savings bank (“Agent” or in its individual capacity, “Chevy Chase”), as Agent for the lenders party hereto (individually a “Lender” and collectively, “Lenders”).
FIRST AMENDMENT TO GUARANTY OF PAYMENT (Loan A)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO GUARANTY OF PAYMENT (Loan A) (this “Agreement”) is made as of September 2008, by and between SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) and CHEVY CHASE BANK, F.S.B., a federal savings bank, its successors and assigns, as Agent (“Agent”) for Lenders (individually a “Lender” and collectively, “Lenders”) party to the Loan Agreement (as hereinafter defined).
SECOND AMENDMENT TO LOAN AGREEMENT (Loan B)Loan Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (“Lender”).
FIRST AMENDMENT TO GUARANTY OF PAYMENT (Loan B)Sunrise Senior Living Inc • November 9th, 2009 • Services-nursing & personal care facilities
THIS FIRST AMENDMENT TO GUARANTY OF PAYMENT (Loan B) (this “Agreement”) is made as of September 2008, by and between SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) and CHEVY CHASE BANK, F.S.B., a federal savings bank, its successors and assigns (“Lender”).
SECOND AMENDMENT TO LOAN AGREEMENT (Loan A)Loan Agreement • November 9th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of August 28, 2009, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (“Agent” or in its individual capacity, “Chevy Chase”), as Agent for the lenders party hereto (individually a “Lender” and collectively, “Lenders”).
