AMENDED AND RESTATED GROUND LEASE AGREEMENTGround Lease Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
This Amended and Restated Ground Lease Agreement (this “Lease”) made and entered into this 29th day of August, 2003, by and between (i) PAUL J. KLAASSEN AND TERESA M. KLAASSEN (hereinafter together referred to as “Lessor”), and (ii) SUNRISE FAIRFAX ASSISTED LIVING, L.L.C., a Virginia limited liability company (hereinafter referred to as “Lessee”).
PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTPledge, Assignment and Security Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 19th day of February, 2008, by SUNRISE SENIOR LIVING SERVICES, INC., a corporation organized under the laws of the State of Delaware (“Pledgor”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent, a national banking association (“Administrative Agent”) as agent for the Lenders.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of the 31st day of January, 2007 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of the 6th day of March, 2006 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
TERMINATION OF LEASE AGREEMENTTermination of Lease Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS TERMINATION OF LEASE AGREEMENT is dated as of 13 December 2007, between SUNRISE ASSISTED LIVING LIMITED PARTNERSHIP, a Virginia limited partnership (“Lessor”), and PAUL J. KLASSEN and TERESA M. KLASSEN (collectively “Lessee”), and recites:
CUSIP 86768K 10 6Rights Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THE CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SUNRISE SENIOR LIVING, INC. (THE “COMPANY”) and AMERICAN STOCK TRANSFER AND TRUST COMPANY THE “RIGHTS AGENT”) DATED AS OF APRIL 24, 2O06 AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “Rights Agreement”), THE TERMS Of WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL. EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS SHALL BE EVIDENCED BY SEPARATE CERTIFICATES AND SHALL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY SHALL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT AS IN EFFECT ON THE DATE OF MAILING WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS. WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIAT
AGREEMENT AND PLAN OF MERGER by and among SUNRISE SENIOR LIVING, INC. SSLI-06 MERGER SUB, INC., TRINITY HOSPICE, INC., KRG CAPITAL FUND II, L.P., KRG CAPITAL FUND II (FF), L.P., KRG CAPITAL FUND II (PA), L.P., KRG CO-INVESTMENT, L.L.C., and AMERICAN...Merger Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2006 (this “Agreement”), is entered into by and among (a) SUNRISE SENIOR LIVING, INC., a Delaware corporation (“Sunrise”), (b) SSLI-06 MERGER SUB, INC., a Delaware corporation and indirect wholly owned subsidiary of Sunrise (“Merger Sub”), (c) TRINITY HOSPICE, INC., a Delaware corporation (the “Company”), (d) KRG CAPITAL FUND II, L.P., a Delaware limited partnership (“KRG II”), KRG CAPITAL FUND II (FF), L.P., a Delaware limited partnership (“KRG II (FF)”), KRG CAPITAL FUND II (PA), L.P., a Delaware limited partnership (“KRG II (PA)”) and KRG CO-INVESTMENT, L.L.C., a Delaware limited liability company (“KRG Co-Investment” and together with KRG II, KRG II (FF) and KRG II (PA), each individually referred to herein as a “KRG Stockholder”, and collectively as the “KRG Stockholders”), (e) AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (the “ACS Stockholder”) and (f) KRG CAPITAL MANAGEMENT, L.P., a Delaware limited partnershi
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of March 13, 2008 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTPledge, Assignment and Security Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 2nd day of December, 2005, by SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the State of Delaware (“Corporation”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent, a national banking association (“Administrative Agent”) as agent for the Lenders.
SECURITY AGREEMENTSecurity Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS SECURITY AGREEMENT (the “Agreement”) is made as of March 13, 2008, by SUNRISE SENIOR LIVING, INC., a Delaware corporation (the “Company”), SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation, SUNRISE SENIOR LIVING INVESTMENTS, Inc., a Virginia corporation, SUNRISE DEVELOPMENT INC., a Virginia corporation, SUNRISE SENIOR LIVING SERVICES, INC., a Delaware corporation, (together with the Company, the “Loan Parties” and each a “Loan Party”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Adjusted Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.2; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section and such failure continues for ten (10) days after written notice thereof to the Company, then Pricing Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of January 31, 2008 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of September 17, 2007 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of February 19, 2008 between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made, effective as of March 16, 2008, by and between Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and Paul J. Klaassen (“Executive”).
