exv10w3






Exhibit 10.3




[WFB Letterhead]




October 1, 2009




Sunrise Pleasanton CA Senior Living, LP

c/o Sunrise Senior Living Investments, Inc.

7902 Westpark Drive

McLean, VA 22102




Sunrise Pasadena CA Senior Living, LLC

c/o Sunrise Senior Living Investments, Inc.

7902 Westpark Drive

McLean, VA 22102




Sunrise Senior Living Investments, Inc.

7902 Westpark Drive

McLean, VA 22102

Attn: General Counsel





			
	RE:	 	SUNRISE PASADENA CA SENIOR LIVING, LLC, a California limited liability
company, SUNRISE PLEASANTON CA SENIOR LIVING, LP, a Delaware limited
partnership (both referred to collectively as “Borrower”), and SUNRISE
SENIOR LIVING, INC., a Delaware corporation (“Guarantor”)


Wells Fargo Bank Loan #105093




Dear Ladies and Gentlemen:




          This Letter Agreement (“Letter Agreement”) is made by and among Borrower, Guarantor and Wells
Fargo Bank, National Association (“Lender”).




          Reference is hereby made to that certain Loan Agreement dated September 28, 2007 by and
between Borrower and Lender (as amended, the “Loan Agreement”) and all other documents and
instruments executed by Borrowers in connection with the Loan as described in the Loan Agreement.
Capitalized terms used but not defined herein have the meanings given to such terms in the Loan
Agreement. Guarantor has guaranteed certain obligations of Borrower in connection with the Loan.
All documents, instruments executed in connection with the Loan (including the Loan Agreement),
together with all modifications and amendments thereto and any document required hereunder, are
collectively referred to herein as the “Loan Documents”.




          As you know, the Loan is scheduled to mature on October 1, 2009. Upon the satisfaction of,
and in consideration of, the following terms and conditions, Lender has agreed to (i) extend the
Maturity Date to November 16, 2009 (the “Extended Maturity Date”) and (ii) forbear from enforcing
its rights or remedies with respect to the Financial Covenant Defaults (defined below) until the
earlier to occur of (a) the Extended Maturity Date or (b) other than the Financial


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Covenant Defaults, a Default or any event or condition which, with the giving of notice or the
passage of time, constitutes a Default:





	 	a)	 	No Defaults. Except with respect to breaches of covenants contained in
Sections 7.3(a)(i)-(iii) of the Loan Agreement (the “Financial Covenant Defaults”), the
undersigned hereby represents and warrants, that as of the date of this Letter Agreement,
no Default shall have occurred and be continuing and no event or condition which, with the
giving of notice or the passage of time or both, would constitute a Default shall have
occurred and be continuing.






	 	b)	 	Waiver of Claims. Each of Borrower and Guarantor knowingly (and after having
had an opportunity to consult its own legal counsel), consciously, intentionally and fully
waives and releases any and all claims, defenses, counterclaims or other charges, offsets
or rights of action, known or unknown, contingent or direct, patent or latent, and arising
on or before the date hereof, against Lender in any way, directly or indirectly, connected
to or arising out of the transactions and activities that are covered by or associated with
the Loan Documents. Further, each of Borrower and Guarantor, by acceptance of this Letter
Agreement and its terms, acknowledges and agrees that, as of the date hereof, each of
Borrower and Guarantor has no basis for any claim for loss, damages, injury or wrongdoing
of any kind (negligent, intentional or otherwise) against Lender in connection with the
transactions, activities or matters that have any connection with or to the Loan Documents
and the transactions, activities, acts and subject matter thereof. Each of Borrower and
Guarantor agrees not to assert any such claim arising on or before the date hereof, whether
by way of defense, counterclaim, offset, independent claim or otherwise. The waivers and
estoppel assertions set forth herein are intended to be comprehensive in their breadth and
application and apply to acts, actions, omissions, statements, representations,
commitments, covenants, promises, agreements and any and all other sources of liability or
claim of any kind arising on or before the date hereof. Without limiting the generality of
the foregoing, each of Borrower and Guarantor specifically waives the benefits of
California Civil Code Section 1542 (or any similar provisions) which provides as follows:
	 
	 	 	 	A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.






	 	c)	 	Title Costs. Borrower shall, within seven (7) days of written demand therefor
by Lender, reimburse Lender for charges related to an additional endorsement for each of
Lender’s policies of title insurance obtained in connection with the Loan.





          Except as expressly provided herein, nothing in this Letter Agreement shall alter or affect
any provision, condition or covenant contained in the Loan Documents. From and after the date
hereof, this Letter Agreement shall be deemed a “Loan Document” as such term is defined in the Loan
Agreement.



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          Nothing in this Letter Agreement imposes a commitment or obligation of any kind on the part of
the Lender to negotiate, enter into or otherwise provide any further forbearance, loan extension or
loan modification of any kind. Unless and except as expressly stated herein, this Letter Agreement
is not intended to limit or waive, nor shall it be deemed in any way to limit or waive, any of
Lender’s right or remedies under the Loan Documents or otherwise. In the event that a Default
other than the Financial Covenant Defaults occurs at any time prior to the Extended Maturity Date,
Lender may immediately exercise its rights and remedies in any manner it chooses in its sole and
absolute discretion. The Loan Documents shall remain in full force and effect as modified by this
Letter Agreement.




          Please confirm your agreement to the foregoing by executing a counterpart of the Letter
Agreement below and returning such counterpart to Lender. Upon satisfaction of the terms and
conditions listed above, all references in the Loan Documents to the Maturity Date shall mean
November 16, 2009.



Please feel free to contact me with any questions.




Sincerely,




“LENDER”




WELLS FARGO BANK, NATIONAL ASSOCIATION




	 	 	 	 	 
	By: 

Name:

	 	/s/ Martia Kontak
 

Martia Kontak
	 	 
	Its:

	 	Senior Vice President	 	 






BORROWER AND GUARANTOR EACH HEREBY ACKNOWLEDGE AND AGREE TO THE FOREGOING.




“BORROWER”




	 	 	 	 	 	 	 	 	 
	SUNRISE PASADENA CA SENIOR LIVING, LLC,	 	 
	a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Sunrise Senior Living Investments, Inc.,	 	 
	 	 	 	 	a Virginia corporation, Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Edward Burnett
 

Edward Burnett
	 	 
	 

	 	 	 	Its:
	 	Vice President	 	 






[SIGNATURE PAGE CONTINUES]




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	SUNRISE PLEASANTON CA SENIOR LIVING, LP,	 	 
	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Sunrise Pleasanton GP, LLC, a Delaware	 	 
	 	 	 	 	limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Sunrise Senior Living Investments, Inc.,	 	 
	 

	 	 	 	 	 	a Virginia corporation, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Edward Burnett
 

Edward Burnett
	 	 
	 

	 	 	 	Its:
	 	Vice President	 	 






“GUARANTOR”




SUNRISE SENIOR LIVING, INC., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Julie A. Pangelinan
 

Julie A. Pangelinan
	 	 
	Its:

	 	Chief Financial Officer	 	 







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