GUARANTY OF PAYMENT AGREEMENT
THIS GUARANTY OF PAYMENT AGREEMENT (this "Agreement") is made this 24th day of March, 2003,
by SUNRISE DEVELOPMENT, INC., a Virginia corporation, SUNRISE ASSISTED LIVING
INVESTMENTS, INC., a Virginia corporation and SUNRISE ASSISTED LIVING MANAGEMENT, INC.,
a Virginia a corporation (individually, a "Guarantor" and collectively, the "Guarantors") jointly and severally for the
benefit of BANK OF AMERICA, N.A., a national banking association (the "Lender").
A. The Lender has provided a credit facility in the maximum principal sum of $50,000,000 (the "Loan") to
Sunrise Assisted Living, Inc., a Delaware corporation (the "Borrower"). Advances or readvances of the Loan
shall be made pursuant to the provisions of that certain Financing Agreement dated of even date herewith by and
between the Lender and the Borrower (as from time to time extended, amended, restated, supplemented or
otherwise modified, the "Financing Agreement").
B. The Guarantors have requested the Lender to enter into the Financing Agreement with the Borrower and
make the credit facility described in the Financing Agreement available to the Borrower.
C. The Lender has required, as a condition to entering into the Financing Agreement, that the Guarantors execute
this Agreement as additional security for the payment and performance of the Obligations.
D. All capitalized terms used in this Agreement and not defined herein shall have the meaning given to such terms
in the Financing Agreement.
NOW, THEREFORE, in order to induce the Lender to make the Loan to the Borrower, the Guarantor
covenants and agrees with the Lender amending and restated the Original Guaranty in its entirety as follows:
Section 1.1 Recitals.
The Recitals set forth above are incorporated into this Agreement by reference.
Section 1.2 Guaranty.
The Guarantors jointly and severally hereby unconditionally and irrevocably guaranty to the Lender:
(a) the due and punctual payment