exv10w15






Exhibit 10.15




FIRST AMENDMENT TO LOAN AGREEMENT




(Loan B)




     THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as
of April 15, 2008, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING
L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of
Virginia (the “Borrower”) and CHEVY CHASE BANK, F.S.B. a federally chartered savings bank
(“Lender”).



RECITALS




     A. Borrower obtained a loan from the Lender in the maximum principal amount of Ten Million
and No/Dollars ($10,000,000.00) (“Loan B”) which was advanced pursuant to the provisions of a
certain Loan Agreement dated August 28, 2007 by and between the Borrower and the Lender (the same,
as amended by this Agreement and as amended, modified, restated, substituted, extended and renewed
at any time and from time to time, the “Loan Agreement”).



     B. Loan B is evidenced by, and repaid with interest in accordance with the provisions of a
Deed of Trust Note B dated August 28, 2007 from the Borrower payable to Lender in the principal
amount of Ten Million and No/Dollars ($10,000,000.00) (as amended, modified, restated,
substituted, extended and renewed at anytime and from time to time, the
“Note”).



     C. Loan B is guaranteed by Sunrise Senior Living, Inc. a Delaware corporation (“Guarantor”),
pursuant to the terms of that certain Guaranty of Payment dated August 28, 2007 (the “Guaranty”).



     D. The Borrower has requested and the Lender has agreed to (i) waive the delivery of financial
statements for the fiscal quarter ending September 30, 2007, (ii) extend the delivery deadline for
financial statements for the fiscal quarter ending March 31, 2008 and (iii) make such other changes
as more particularly set forth herein.



AGREEMENTS




     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, receipt of which is hereby acknowledged, Borrower and Lender agree as follows:



     1. Borrower and Lender agree that the Recitals above are a part of this Agreement. Unless
otherwise expressly defined in this Agreement, terms defined in the Loan Agreement shall have the
same meaning under this Agreement.



     2. Borrower hereby acknowledges and agrees that pursuant to the terms of Section 7.1
(Financial Statements) of the Loan Agreement, Borrower is required to deliver to Lender, draft,
internally-prepared quarterly financial statements of Guarantor within ninety (90) days of



 









 




the close of each fiscal quarter. Borrower and Lender hereby agree (i) the requirement to deliver
the quarterly financial statement of Guarantor for the fiscal quarter ending September 30, 2007 is
waived and (ii) the quarterly financial statement of Guarantor for the fiscal quarter ending March
31, 2008 shall be due no later than August 20, 2008 rather than by June 30, 2008.




     3. Subsection (d) of Section 7.1 (Financial Statements) of the Loan Agreement is hereby
amended and restated in its entirety as follows:




     “(d) The annual financial statement for the Guarantor for the fiscal year
ending December 31, 2006, as such financial statement was submitted to the
Securities and Exchange Commission, no later than April 15, 2008 and as soon as
available, but not later than July 31, 2008, restated audited statements for any
periods through fiscal year 2007.”



     4. Borrower hereby issues, ratifies and confirms the representations, warranties and covenants
contained in the Loan Agreement, as amended hereby. Borrower agrees that this Agreement is not
intended to and shall not cause a novation with respect to any or all of the obligations of
Borrower under the Loan Agreement. Except as expressly modified herein, the terms, provisions and
covenants of the Loan Agreement are in all other respects hereby ratified and confirmed and remain
in full force and effect.



     5. This Agreement may be executed in any number of duplicate originals or counterparts, each
of such duplicate originals or counterparts shall be deemed to be an original and all taken
together shall constitute but one and the same instrument. Borrower agrees that Lender may rely on
a telecopy of any signature of Borrower. Lender agrees that Borrower may rely on a telecopy of this
Agreement executed by Lender.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




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     IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement under seal as of the date
and year first written above.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS OR ATTEST:	 	SUNRISE CONNECTICUT AVENUE ASSISTED LIVING, L.L.C.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Sunrise Senior Living Investments, Inc., its
sole Member
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	By:
	 	/s/ James S. Pope
 

Name: James S. Pope
	 	(SEAL) 
	 

	 	 	 	 	 	Title: Vice President	 	 






COMMONWEALTH OF VIRGINIA, COUNTY OF FAIRFAX, TO WIT:




     On
April 15, 2008, before me, Alma M. Tomlin, a Notary Public in and for the Commonwealth
shown above, appeared James S. Pope, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose signature is subscribed to the within instrument, and
acknowledged to me that he executed the same in his authorized capacity as Vice President of
Sunrise Senior Living Investments, Inc., sole Member of Sunrise Connecticut Avenue Assisted Living,
L.L.C., and that by his signature on the instrument the entity upon behalf of which he acted,
executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	 

	 	/s/ Alma M. Tomlin
 

Notary Public
	 	 






My Commission Expires:                     

My Notarial Registration Number is:                     









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	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	WITNESS:	 	CHEVY CHASE BANK, F.S.B., as Agent and
Lender	 	 
	 
	 	 	 	 	 	 
	 
 

	 	By:
	 	/s/
 

	 	(SEAL) 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






COMMONWEALTH/STATE
OF       , COUNTY/CITY
OF       , TO WIT:




     On April    , 2008, before me,                     , a Notary Public in and for
the Commonwealth shown above, appeared                     , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose signature is subscribed
to the within instrument, and acknowledged to me that he/she executed the same in
his authorized capacity as               of Chevy Chase Bank, F.S.B, and that by his/her
signature on the instrument the entity upon behalf of which he/she
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






My Commission Expires:                     

My Notarial Registration Number is:                     





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