EXHIBIT 1 ARV Assisted Living, Inc. 245 Fischer Avenue, D-1 Costa Mesa, CA 92626 October 7, 2002 Atria, Inc. Kapson Senior Quarters Corp. 501 South Fourth Avenue Suite 140 Louisville, Kentucky 40202 Re: Confidentiality/Non-Disclosure Agreement...Confidentiality Agreement • October 16th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities
Reference is hereby made to the letter agreement dated November 15, 2001 (the "Confidentiality Agreement") between Atria, Inc., Kapson Senior Quarters Corp. and ARV Assisted Living, Inc. ("ARV"), a copy of which is attached hereto.
EXHIBIT 2 ARV Assisted Living, Inc. 245 Fischer Avenue, D-1 Costa Mesa, CA 92626 October 7, 2002 Prometheus Assisted Living LLC 30 Rockefeller Plaza, 50th floor New York, New York 10020 Re: Confidentiality/Non-Disclosure Agreement (Reciprocal)...Confidentiality/Non-Disclosure Agreement • October 16th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • Delaware
In connection with the consideration of a possible negotiated transaction (the "Transaction") between ARV Assisted Living, Inc. and/or its subsidiaries, controlled affiliates or divisions (collectively, "ARV") and Prometheus Assisted Living LLC and/or its subsidiaries, controlled affiliates or divisions (other than ARV) (collectively, "Prometheus"), each party (as such, the "disclosing party") intends to make available to the other party (as such the "receiving party") certain information concerning its business, financial condition, operations, assets and liabilities which is non-public, confidential or proprietary in nature. As a condition to such information being exchanged by the parties and their respective directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "Representatives"), the receiving party must agree to treat any information concerning the disclosing party (wh
