SUNRISE SENIOR LIVING INC Contracts & Agreements

FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on January 9, 2013)

PURCHASE AND SALE AGREEMENT by and among HVP SUN INVESTOR LLC, a Delaware limited liability company, and SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation August 21,... (Filed With SEC on November 7, 2012)

PURCHASE AND SALE AGREEMENT by and among HVP SUN INVESTOR II, LLC, a Delaware limited liability company, and SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation August... (Filed With SEC on November 7, 2012)

PURCHASE AND SALE AGREEMENT by and among SUNRISE SENIOR LIVING INTERNATIONAL LIMITED PARTNERSHIP, MORGAN STANLEY REAL ESTATE FUND VI SPECIAL-A INTERNATIONAL, L.P., MSREF VI... (Filed With SEC on November 7, 2012)

BINDING TERM SHEET FOR LOANS (Filed With SEC on November 7, 2012)

SUNRISE SENIOR LIVING INVESTMENTS, INC. CREDIT AGREEMENT dated as of October 1, 2012 Health Care REIT, Inc., as Lender (Filed With SEC on November 7, 2012)

GUARANTY AGREEMENT (Filed With SEC on November 7, 2012)

FIRST AMENDMENT (Filed With SEC on November 7, 2012)

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG BREWER HOLDCO, INC. SUNRISE SENIOR LIVING, INC. AND RED FOX MANAGEMENT, LP SEPTEMBER 13, 2012 (Filed With SEC on September 17, 2012)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on August 2, 2012)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT (Filed With SEC on August 2, 2012)

TRANSFER AGREEMENT by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation, and CHT PARTNERS, LP, a Delaware limited partnership and SUNRISE SENIOR LIVING... (Filed With SEC on July 6, 2012)

TRANSFER AGREEMENT by and among MASTER METSUN TWO, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METROPOLITAN CONNECTICUT PROPERTIES VENTURES, LLC,... (Filed With SEC on May 1, 2012)

TRANSFER AGREEMENT by and among MASTER METSUN THREE, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METLIFE PROPERTIES VENTURES, LLC, a Delaware... (Filed With SEC on May 1, 2012)

Performance Metrics for 2011 Annual Incentive Bonuses for Named Executive Officers (Filed With SEC on March 1, 2012)

2012 Director Fees (Filed With SEC on March 1, 2012)

AGREEMENT REGARDING LEASES DATED AS OF DECEMBER 22, 2011 BY AND AMONG MARRIOTTINTERNATIONAL, INC., MARRIOTT SENIOR HOLDING CO., MARRIOTT MAGENTA HOLDING COMPANY, INC., SUNRISE... (Filed With SEC on March 1, 2012)

THIRD AMENDMENT TO THE RIGHTS AGREEMENT (Filed With SEC on December 16, 2011)

AGREEMENT REGARDING TRANSFER OF PARTNERSHIP INTERESTS (OWNCO) BY AND BETWEEN MASTER MORSUN ACQUISITION LLC, as transferor AND SUNRISE SENIOR LIVING INVESTMENTS, INC., as... (Filed With SEC on November 7, 2011)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT (Filed With SEC on November 7, 2011)

LOAN AGREEMENT Dated as of June 14, 2007 By and Among AL US DEVELOPMENT VENTURE, LLC, as Borrower and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent,... (Filed With SEC on July 14, 2011)

CREDIT AGREEMENT Dated as of June 16, 2011 among SUNRISE SENIOR LIVING, INC., as Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party... (Filed With SEC on June 20, 2011)

PLEDGE AGREEMENT (Pledge of Membership Interests by Members) (SUNRISE SENIOR LIVING, INC.) dated as of June 16, 2011 By EACHPLEDGOR A PARTY HERETO, as the Pledgors To KEYBANK... (Filed With SEC on June 20, 2011)

GUARANTY AGREEMENT Dated as of June 16, 2011 by SUNRISE SENIOR LIVING SERVICES, INC., SUNRISE SENIOR LIVING MANAGEMENT, INC., SUNRISE SENIOR LIVING INVESTMENTS, INC., and SUNRISE... (Filed With SEC on June 20, 2011)

TERMINATION AGREEMENT (Filed With SEC on June 20, 2011)

LOAN AGREEMENT Dated as of June 14, 2007 By and Among AL US DEVELOPMENT VENTURE, LLC, as Borrower and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent,... (Filed With SEC on June 8, 2011)

FIRST AMENDMENT TO LOAN AGREEMENT (Filed With SEC on June 8, 2011)

SECOND AMENDMENT TO LOAN AGREEMENT (Filed With SEC on June 8, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on May 6, 2011)

$75,000,000 SUNRISE SENIOR LIVING, INC. 5.00% JUNIOR SUBORDINATED CONVERTIBLE NOTES DUE 2041 PURCHASE AGREEMENT (Filed With SEC on May 6, 2011)

PURCHASE AND SALE AGREEMENT for MEMBERSHIP INTERESTS in AL US DEVELOPMENT VENTURE, LLC between SUNRISESENIOR LIVING INVESTMENTS, INC. a Virginia corporation, as Purchaser, SUNRISE... (Filed With SEC on May 6, 2011)

SUNRISE SENIOR LIVING, INC. (Filed With SEC on April 20, 2011)

SUNRISE SENIOR LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN,AS AMENDED EXECUTIVE RESTRICTED STOCK AGREEMENT (Filed With SEC on February 25, 2011)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED EXECUTIVE RESTRICTED STOCK AGREEMENT (Filed With SEC on February 25, 2011)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on February 25, 2011)

SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on February 25, 2011)

FIRST AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN (Filed With SEC on February 25, 2011)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on February 25, 2011)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 25, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on February 25, 2011)

2010 Director Fees (Filed With SEC on February 25, 2011)

2011 Director Fees (Filed With SEC on February 25, 2011)

THIRD AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (Loan A) (Filed With SEC on December 24, 2009)

THIRD AMENDMENT TO GUARANTY OF PAYMENT (Loan A) (Filed With SEC on December 24, 2009)

SECOND AMENDMENT TO DEED OF TRUST NOTE A (Loan A) (Filed With SEC on December 24, 2009)

Second AMENDMENT TO DEED OF TRUST NOTE A (Loan A) (Filed With SEC on December 24, 2009)

THIRD AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (Loan B) (Filed With SEC on December 24, 2009)

THIRD AMENDMENT TO GUARANTY OF PAYMENT (Loan B) (Filed With SEC on December 24, 2009)

SECOND AMENDMENT TO DEED OF TRUST NOTE B (Loan B) (Filed With SEC on December 24, 2009)

[WFB Letterhead] (Filed With SEC on December 7, 2009)

In thousands, except per share and share amounts (Filed With SEC on November 9, 2009)

SUNRISE SENIOR LIVING, INC. RESTRUCTURE TERM SHEET (Filed With SEC on October 28, 2009)

SETTLEMENT AGREEMENT (Filed With SEC on October 28, 2009)

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on October 20, 2009)

SEPARATION AGREEMENT (Filed With SEC on June 4, 2009)

TWELFTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on April 28, 2009)

FIRST AMENDMENT TO AMENDED AND RESTATED PRE-NEGOTIATION AND STANDSTILL AGREEMENT (Filed With SEC on April 6, 2009)

Second German Standstill Agreement Hannover I (Stillhaltevereinbarung) (Filed With SEC on April 6, 2009)

FIRST AMENDMENT TO PRE-NEGOTIATION AND STANDSTILL AGREEMENT (Filed With SEC on April 6, 2009)

Second German Standstill Agreement (Stillhaltevereinbarung) (Filed With SEC on April 6, 2009)

ELEVENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 23, 2009)

Greystone Partners II LP 222 W. Las Colinas Blvd. Suite 2100 Irving, Texas 75039 March 5, 2009 (Filed With SEC on March 11, 2009)

changes in our anticipated cash flow and liquidity (Filed With SEC on March 2, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

PRE-NEGOTIATION AND STANDSTILL AGREEMENT (Filed With SEC on February 20, 2009)

Standstill Agreement (Stillhaltevereinbarung) (Filed With SEC on February 20, 2009)

TENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on January 21, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on January 21, 2009)

PRE-NEGOTIATION AND STANDSTILL AGREEMENT (Filed With SEC on December 24, 2008)

Standstill Agreement (Stillhaltevereinbarung) (Filed With SEC on December 24, 2008)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on December 15, 2008)

FIRST AMENDMENT TO THE RIGHTS AGREEMENT (Filed With SEC on November 19, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on November 19, 2008)

NINTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 7, 2008)

Voluntary Separation Program Arrangements with Mr. John F. Gaul (Filed With SEC on November 7, 2008)

Sunrise Senior Living, Inc. (Filed With SEC on July 31, 2008)

GREYSTONE COMMUNITIES NONQUALIFIED DEFERRED COMPENSATION PLAN (Filed With SEC on July 31, 2008)

SUNRISE SENIOR LIVING, INC. (Filed With SEC on July 31, 2008)

EIGHTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on July 31, 2008)

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (INDIANA) FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT - INDIANA Form 4015 11/01 (Filed With SEC on May 12, 2008)

DISCOUNT MBS MULTIFAMILY NOTE US $10,558,000.00 As of May 7, 2008 (Filed With SEC on May 12, 2008)

AGREEMENT AND PLAN OF MERGER (Filed With SEC on March 24, 2008)

SECOND AMENDMENT TO THE SUNRISE ASSISTED LIVING, INC. DEFERRED COMPENSATION PLAN (Filed With SEC on March 24, 2008)

THIRD AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN (Filed With SEC on March 24, 2008)

FOURTH AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN (Filed With SEC on March 24, 2008)

FIFTH AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN (Filed With SEC on March 24, 2008)

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 24, 2008)

SUNRISE SENIOR LIVING, INC. (Filed With SEC on March 24, 2008)

Summary of Certain 2006 Compensation Arrangements for Named Executive Officers (Filed With SEC on March 24, 2008)

PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (Filed With SEC on March 24, 2008)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

FIFTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

SIXTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (Filed With SEC on March 24, 2008)

SEVENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2008)

SECURITY AGREEMENT (Filed With SEC on March 24, 2008)

Prepared by: McGuireWoods LLPTax Map Parcel No. 047-2-01-0070A TERMINATION OF LEASE AGREEMENT (Filed With SEC on March 24, 2008)

AMENDED AND RESTATED GROUND LEASE AGREEMENT (Filed With SEC on March 24, 2008)

SUNRISE SENIOR LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN (Filed With SEC on March 24, 2008)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY (Filed With SEC on October 12, 2007)

Stipulated Final Order of the Delaware Court of Chancery, dated September 5, 2007 (Filed With SEC on September 10, 2007)

SUNRISE SENIOR LIVING, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT dated as of April 24, 2006 (Filed With SEC on April 21, 2006)

SUNRISE SENIOR LIVING, INC. SENIOR EXECUTIVE SEVERANCE PLAN* (Filed With SEC on March 16, 2006)

INDEMNIFICATION AGREEMENT (Filed With SEC on March 16, 2006)

SUNRISE SENIOR LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN STOCK UNIT AGREEMENT (Filed With SEC on March 14, 2006)

Bonus Deferral Program for Certain Executive Officers (Adopted August 29, 2003, as amended on September 10, 2003) (Filed With SEC on March 14, 2006)

CREDIT AGREEMENT $250,000,000 Dated as of December 2, 2005 among SUNRISE SENIOR LIVING, INC., and CERTAIN SUBSIDIARIES as Borrowers, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED... (Filed With SEC on December 8, 2005)

Summary of Compensation Arrangements for Chief Financial Officer (Filed With SEC on November 9, 2005)

SUNRISE SENIOR LIVING, INC. Non-Employee Director Fees and Other Compensation Annual Retainer $25,000 Committee Meeting Fees (telephonicand in-person) $1,000 Committee Chair... (Filed With SEC on September 14, 2005)

SUNRISE SENIOR LIVING, INC. [YEAR] STOCK OPTION [AND RESTRICTED STOCK] PLAN STOCK OPTION AGREEMENT (Filed With SEC on September 14, 2005)

SECURITIES PURCHASE AGREEMENT dated as of May 2, 2005 by and among SUNRISE SENIOR LIVING, INC. as Buyer GREYSTONE PARTNERS, LTD., CONCORDE SENIOR LIVING, L.L.C., MAHALO LIMITED,... (Filed With SEC on August 9, 2005)

EMPLOYMENT AGREEMENT (Filed With SEC on August 9, 2005)

SUNRISE SENIOR LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT (Filed With SEC on August 9, 2005)

ASSET PURCHASE AGREEMENT BY AND AMONG SUNRISE SENIOR LIVING INVESTMENTS, INC., as Purchaser AND FOUNTAINS CONTINUUM OF CARE, INC., FOUNTAINS RETIREMENT COMMUNITIES, INC., HOME &... (Filed With SEC on May 10, 2005)

FACILITIES PURCHASE AND SALE AGREEMENT BY AND AMONG SUNRISE SENIOR LIVING INVESTMENTS, INC., as Purchaser AND FOUNTAINS CANTERBURY LIMITED PARTNERSHIP, FOUNTAINS ALBEMARLE LIMITED... (Filed With SEC on May 10, 2005)

PURCHASER REPLACEMENT AND RELEASE AGREEMENT (Filed With SEC on May 10, 2005)

SUNRISE SENIOR LIVING, INC. [2002][2003] STOCK OPTION AND RESTRICTED STOCK PLAN FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT (Filed With SEC on May 10, 2005)

SUNRISE SENIOR LIVING, INC. [2002][2003] STOCK OPTION AND RESTRICTED STOCK PLAN FORM OF NON-EXECUTIVE RESTRICTED STOCK AGREEMENT (Filed With SEC on May 10, 2005)

Summary of Certain Compensation Arrangements for Named Executive Officers (Filed With SEC on May 10, 2005)

AMENDMENT 1 TO THE SUNRISE ASSISTED LIVING, INC. LONG TERM INCENTIVE CASH BONUS PLAN (Filed With SEC on March 16, 2005)

PURCHASE AND SALE AGREEMENT (Filed With SEC on March 16, 2005)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on November 9, 2004)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 12, 2004)

INDEMNIFICATION AGREEMENT (Filed With SEC on March 12, 2004)

SUMMARY OF MATERIAL TERMS OF CONSULTING AGREEMENT WITH DAVID W. FAEDER (Filed With SEC on March 12, 2004)

SUNRISE ASSISTED LIVING, INC. 2000 STOCK OPTION PLAN (Filed With SEC on March 12, 2004)

CREDIT AGREEMENT $200,000,000 Revolving Credit Facility Dated as of September 23, 2003 among SUNRISE SENIOR LIVING, INC. as the Borrower, THE SUBSIDIARIES OF THE BORROWER... (Filed With SEC on November 13, 2003)

PURCHASE AND SALE AGREEMENT BY AND AMONG SUNRISE ASSISTED LIVING LIMITED PARTNERSHIP, SUNRISE FARMINGTON HILLS ASSISTED LIVING, L.L.C., ATLANTIC-SUNRISE, LLC, SUNRISE POLAND... (Filed With SEC on October 15, 2003)

FORM OF PURCHASE AND SALE AGREEMENT BY AND AMONG [*], as Seller and CNL RETIREMENT CORP., as Purchaser -and- [*] as Tenant Dated: September 30, 2003 (Filed With SEC on October 15, 2003)

PURCHASE AND SALE AGREEMENT BY AND AMONG SUNRISE FIVE FORKS ASSISTED LIVING, L.L.C., as Seller and CNL RETIREMENT CORP., as Purchaser -and- SUNRISE FIVE FORKS ASSISTED LIVING,... (Filed With SEC on October 15, 2003)

MASTER AGREEMENT (CNL Q3 2003 TRANSACTION) (Filed With SEC on October 15, 2003)

SUNRISE ASSISTED LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN (Filed With SEC on August 13, 2003)

Amendment to Sunrise Assisted Living Executive Deferred Compensation Plan (Filed With SEC on August 13, 2003)

TRANSACTION AGREEMENT SUNRISE SENIOR LIVING INVESTMENTS, INC., SUNRISE THIRD SENIOR LIVING HOLDINGS, LLC and the Other Parties Named Herein Dated as of June 30, 2003 EXHIBIT LIST* (Filed With SEC on July 15, 2003)

TRANSACTION AGREEMENT SUNRISE SENIOR LIVING INVESTMENTS, INC., SUNRISE FOURTH SENIOR LIVING HOLDINGS, LLC and the Other Parties Named Herein Dated as of June 30, 2003 EXHIBIT LIST* (Filed With SEC on July 15, 2003)

LOAN AGREEMENT (Filed With SEC on July 15, 2003)

PROMISSORY NOTE (Filed With SEC on July 15, 2003)

PROMISSORY NOTE $1,299,686.00 McLean, Virginia June 30, 2003 (Filed With SEC on July 15, 2003)

PROMISSORY NOTE $296,588.00 McLean, Virginia June 30, 2003 (Filed With SEC on July 15, 2003)

PROMISSORY NOTE $2,125,326.00 McLean, Virginia June 30, 2003 (Filed With SEC on July 15, 2003)

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (Filed With SEC on April 9, 2003)

TRANSACTION AGREEMENT SUNRISE ASSISTED LIVING INVESTMENTS, INC., SUNRISE SECOND ASSISTED LIVING HOLDINGS, LLC and the Other Parties Named Herein Dated as of September 30, 2002... (Filed With SEC on November 13, 2002)

SUNRISE ASSISTED LIVING, INC. LONG TERM INCENTIVE CASH BONUS PLAN EFFECTIVE AUGUST 23, 2002 1 (Filed With SEC on November 13, 2002)

SUNRISE ASSISTED LIVING, INC. 2002 STOCK OPTION AND RESTRICTED STOCK PLAN (Filed With SEC on August 14, 2002)

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SUNRISE SENIOR LIVING INC Contracts & Agreements