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
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
2 3 grant any option to purchase, or otherwise dispose of any Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock or in any other manner transfer all or a portion of the economic...Purchase Agreement • August 26th, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • New York
BY AND AMONGMerger Agreement • October 28th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
1 EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 31st day of July, 1996 by and between Sunrise Development, Inc., a Virginia corporation ("Purchaser") and the other companies...Purchase and Sale Agreement • October 8th, 1996 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Georgia
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
EXHIBIT 10.100 SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
EXHIBIT 10.98 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • California
RECITALSShareholder Agreement • October 28th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Ohio
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
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
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
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
EXHIBIT 10.106 AMENDMENTConsulting Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
RECITALSLoan Modification Agreement • March 31st, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
MANAGEMENT SERVICES AGREEMENT FORManagement Services Agreement • March 31st, 1999 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
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
1 Exhibit 99(a) AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 21st, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
DEVELOPMENT AGREEMENT (STUDIO CITY)Development Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
150,000,000 5 1/2% Convertible Subordinated Notes due 2002Indenture • August 14th, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • New York
1 EXHIBIT 10.10 REVOLVING CREDIT NOTERevolving Credit Note • August 14th, 2001 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
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
betweenSecurity Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
TERM NOTETerm Note • May 14th, 2002 • Sunrise Assisted Living Inc • 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
UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 1996 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • New York
betweenTrust Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
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
RECITALS:Transaction Agreement • April 2nd, 2002 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
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...Loan Agreement • March 31st, 1997 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
1 EXHIBIT 10.3 FINANCING AND SECURITY AGREEMENT (MASTER ACCOMMODATOR AGREEMENT)Financing and Security Agreement • August 14th, 2001 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
GUARANTYGuaranty • May 14th, 2002 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities
