Negotiation and Standstill Agreement Sample Contracts

FIRST AMENDMENT TO PRE-NEGOTIATION AND STANDSTILL AGREEMENT
Negotiation and Standstill Agreement • April 6th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • New York

THIS FIRST AMENDMENT TO PRE-NEGOTIATION AND STANDSTILL AGREEMENT (this "Amendment") is made as of the 31st day of March, 2009, among Natixis, London Branch ("Agent"), Sunrise Senior Living, Inc. ("Guarantor"), Sunrise München-Thalkirchen Senior Living GmbH & Co. KG ("PropCo"), and Sunrise München-Thalkirchen GmbH ("OpCo", and together with PropCo, "Borrower"). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

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FIRST AMENDMENT TO AMENDED AND RESTATED PRE-NEGOTIATION AND STANDSTILL AGREEMENT
Negotiation and Standstill Agreement • April 6th, 2009 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PRE-NEGOTIATION AND STANDSTILL AGREEMENT (this "Amendment") is made as of the 31st day of March, 2009, among Natixis, London Branch ("Agent"), Sunrise Senior Living, Inc. ("Guarantor"), Sunrise Hannover Senior Living GmbH & Co. KG ("PropCo"), and Sunrise Hannover GmbH ("OpCo", and together with PropCo, "Borrower"). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

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