THIS FINANCING AGREEMENT (this "Agreement") is made this 24th day of March, 2003, by and between
SUNRISE ASSISTED LIVING, INC., a corporation organized under the laws of the State of Delaware (the
"Borrower") and BANK OF AMERICA, N. A., a national banking association (the "Lender").
A. The Borrower has applied to the Lender for a revolving credit facility in the maximum principal amount of
$50,000,000 to be used by the Borrower for the Permitted Uses described in this Agreement.
B. The Lender is willing to make the credit facility available to the Borrower upon the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereby agree as follows:
Section 1.1 Certain Defined Terms.
As used in this Agreement, the terms defined in the Preamble and Recitals hereto shall have the respective
meanings specified therein, and the following terms shall have the following meanings:
"Adjustment Date" has the meaning described in Section 7.5 (Assignments by Lender).
"Affiliate" means, with respect to any designated Person, any other Person, (a) directly or indirectly owning or
holding forty-one percent (41%) or more of any equity interest in such designated Person, or (c) forty-one
percent (41%) or more of whose stock or other equity interest is directly or indirectly owned or held by such
designated Person. For purposes of this definition, the term "control" (including with correlative meanings, the
terms "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities or other equity interests or by contract or otherwise.
"Agreement" means this Financing Agreement, as amended