exv10w23






Exhibit 10.23




FIRST AMENDMENT TO DEED OF TRUST NOTE B




(Loan B)




     THIS FIRST AMENDMENT TO DEED OF TRUST NOTE B (this “Agreement”) is made as of August 28, 2009,
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, a division of Capital One, N.A. (the “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, as amended by that
certain First Amendment to Loan Agreement dated April 15, 2008 and that certain Second Amendment to
Loan Agreement dated of even date herewith (the same, 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 by this Agreement and 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, as amended by that
certain First Amendment to Guaranty of Payment dated September 8, 2008 and that certain Second
Amendment to Guaranty of Payment dated of even date herewith (as amended, modified, restated,
substituted, extended and renewed at anytime and from time to time, the “Guaranty”).



     D. The Borrower has requested and the Lender has agreed to (i) extend the Maturity Date of the
Note, (ii) increase the interest rate applicable under the terms of the Note 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 Note shall have the same
meaning under this Agreement.



     2. Section 1 (Interest) of the Note is hereby amended and restated in its entirety as follows:



          “1. Interest.





     Commencing as of August 29, 2009 and continuing until repayment in full of all
sums due hereunder, the unpaid Principal Sum shall bear interest at the fluctuating
rate based on an independent index which is the average of interbank offered rates
for one-month dollar deposits in the London Market as reported in The Wall
Street Journal (the “Index”) plus 550 basis points per annum (the “LIBOR Rate”)
which rate shall be adjusted for any reserve requirements imposed upon the Lender
from time to time. The LIBOR Rate does not necessarily represent the lowest rate of
interest charged by the Lender to borrowers. If the Index becomes unavailable
during the term of this Note, the Lender may designate a substitute index after
giving notice to the Borrower. The LIBOR Rate will be adjusted on the first day of
each month, based on the value of the Index as published in The Wall Street
Journal as of the first business day of each month. All interest payable under
the terms of this Note shall be calculated on the basis of a 365-day year. The
LIBOR Rate shall be in effect for a period of the number of days indicated (each a
“LIBOR Period”), in any case extended to the next succeeding Business Day (as
defined in the Loan and Security Agreement of even date herewith) when necessary,
beginning on the date hereof or the expiration date of the then-current LIBOR
Period.”



     3. Section 2 (Payments and Maturity) of the Note is hereby amended and restated in its
entirety as follows:



          “2. Payments and Maturity.





     The unpaid Principal Sum, together with interest thereon at the rate provided
above, shall be payable as follows:




     (a) Interest only commencing on October 1, 2007 and continuing on the same day
of each and every month thereafter, to and including December 1, 2009;




     (b) Unless sooner paid, the unpaid Principal Sum, together with interest
accrued and unpaid thereon, shall be due and payable in full on December 2, 2009.”



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



     5. The Borrower acknowledges and warrants that the Lender has acted in good faith and has
conducted in a commercially reasonable manner its relationships with the Borrower in connection
with this Agreement and generally in connection with the Financing Documents and the obligations
evidenced by the Note, the Borrower hereby waiving and releasing any claims to the contrary.



     6. The Borrower shall pay at the time this Agreement is executed and delivered all fees,
commissions, costs, charges, taxes and other expenses incurred by the Lender and its counsel in
connection with this Agreement, including reasonable fees and expenses of the Lender’s counsel and
all recording fees, taxes and charges.



     7. This Agreement shall be governed in all respects by the laws of the Commonwealth of
Virginia and shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.



     8. 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
	 
	 	 	 	 	 	 	 	 
	/s/
Uma Singh

	 	 	 	By:
	 	/s/ Julie Pangelinan (SEAL)	 	 
	 


	 	 	 	 	 	 
	 	 
	 

	 	 	 	 	 	Julie Pangelinan	 	 
	 

	 	 	 	 	 	Vice President
	 	 






COMMONWEALTH OF VIRGINIA, COUNTY OF FAIRFAX, TO WIT:




     On
August 29, 2009, before me, Helen A. Wilson, a Notary Public in and for the Commonwealth
shown above, appeared Julie Pangelinan 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 she executed the same in her 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 her signature on the instrument the entity upon behalf of which he/she acted,
executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	 	 	 
	 	/s/
Helen A. Wilson
	 
	 	Notary Public 	 
	 	 	 
	 



My Commission Expires: 11/30/2010

My Notarial Registration Number is: 313047





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	 	LENDER:

	 
	
WITNESS:	


CHEVY CHASE BANK F.S.B.

 	 
	/s/	By:  	/s/ Claude R. Sanders (SEAL)
 	 
	 
	 	 
	 
	 	 	Claude R. Sanders 	 
	 	 	Senior Vice President 	 
	 



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





     On
August 28th, 2009,
before me, Pauline Ralph, a Notary Public in and for the Commonwealth shown
above, appeared Claude R. Sanders, 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 Senior Vice President of
Chevy Chase Bank, F.S.B, a division of Capital One, N.A. 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/
Pauline C. Ralph
	 
	 	Notary Public 	 
	 	 	 
	 



My
Commission Expires: 6/1/2010

My Notarial Registration Number is:                     





CC/Connecticut
Ave Loan B (First Amendment to Note–Chevy Chase)


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