exv10w14





  Exhibit 10.14



FIRST AMENDMENT TO GUARANTY OF PAYMENT




(Loan A)




     THIS
FIRST AMENDMENT TO GUARANTY OF PAYMENT (Loan A) (this
“Agreement”) is made as of September 2008, by and between SUNRISE SENIOR
LIVING, INC., a corporation organized under the laws of the State of Delaware (“Guarantor”) and
CHEVY CHASE BANK, F.S.B., a federal savings bank, its successors and assigns, as Agent (“Agent”)
for Lenders (individually a “Lender” and collectively, “Lenders”) party to the Loan Agreement (as
hereinafter defined).




RECITALS




     A. Sunrise Connecticut Avenue Assisted Living, L.L.C., a limited liability company organized
under the laws of the Commonwealth of Virginia (“Borrower”), obtained a loan from Lenders in the
aggregate principal amount of Thirty Million and No/Dollars ($30,000,000.00) (the “Loan A”), which
is one of two simultaneous loans made by Chevy Chase Bank, F.S.B. to Borrower.



     B. Loan A was made pursuant to the provisions of a certain Loan and Security Agreement (Loan
A) dated August 28, 2007, by and among Borrower, Agent and Lenders, as amended by that certain
First Amendment to Loan Agreement (Loan A) dated April 15, 2008 (as further amended, modified,
restated, substituted, extended and renewed at any time and from time to time, collectively, the
“Loan Agreement”).



     C. Loan A is evidenced by, and repaid with interest in accordance with the provisions of one
or more Deed of Trust Note As dated August 28, 2007, from Borrower payable to Lenders in the
aggregate principal amount of Thirty Million and No/Dollars ($30,000,000.00) (as amended,
modified, restated, substituted, extended and renewed at anytime and from time to time,
collectively, the “Note”).



     D. Guarantor executed a Guaranty of Payment (Loan A) dated August 28, 2007 (the “Guaranty”)
pursuant to which Guarantor guaranteed Borrower’s obligations under the Loan Agreement and the
Note.



     E. Borrower and Guarantor have requested and Lenders have agreed to (i) waive any defaults
which have occurred under those certain financial covenants described in Section 9(c) of
the Guaranty for the fiscal year ending December 31, 2007 and the fiscal quarters ending March
31, 2008 and June 30, 2008 and any defaults which may occur during the fiscal quarter ending
September 30, 2008; and (ii) make such other changes to the Guaranty as are more particularly set
forth herein.



     F. As a condition precedent to the agreements referenced above, Agent has required that this
Agreement be executed and delivered to Agent on behalf of Lenders.



 









 




AGREEMENTS


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



     1. Guarantor, Agent and Lenders 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. The Guaranty is hereby amended as follows:



          (a) The following defined terms are hereby added to the end of Section 9(c)
(Covenants):




     “Cash Equivalents” means any investment security issued by the United States
Government and backed by the full faith and credit of the United States Government.




     “Required Liquidity” has the meaning set forth in Section 9(c)(iv).



          (b) A
new subsection (iv) is hereby added to Section 9(c) (Covenants)
as follows:





     (d) Required Liquidity. Guarantor will maintain at all
times, tested as of the end of each calendar month until Guarantor has
complied with the Updated Reporting Requirements (as defined in the Sunrise
Senior Financing Agreement) and Guarantor is not otherwise in default under
the Sunrise Senior Financing Agreement, liquidity of not less than
$50,000,000 composed of availability under the Sunrise Senior Financing
Agreement plus up to not more than $50,000,000 in unrestricted cash and
unrestricted Cash Equivalents (the “Required Liquidity”). Guarantor shall
provide a certificate of compliance with the Required Liquidity on or before
fifteen (15) days after the end of each such calendar month. The face
amounts of letters of credit outstanding under the Sunrise Senior Financing
Agreement and the outstanding amounts of the loans made under the Sunrise
Senior Financing Agreement will be deducted from the maximum availability
under the Sunrise Senior Financing Agreement for purposes of determining
compliance with “Required Liquidity.” During
such time as Guarantor is required to comply with the Required
Liquidity covenant, Guarantor must also provide evidence of compliance with
the Required Liquidity covenant contemporaneously when provided to the
Sunrise Bank Group pursuant to the Sunrise Senior Financing Agreement.



     3. Guarantor hereby acknowledges and agrees that, pursuant to the terms of Section 9(c) of the
Guaranty, Guarantor is required to comply with certain financial covenants more particularly
described therein (the “Financial Covenants”). Guarantor, Agent and Lenders




2









 







hereby agree to waive compliance with the Financial Covenants for the fiscal year ending December
31, 2007 and the fiscal quarters ending March 31, 2008 and June 30, 2008. Additionally, Guarantor
hereby acknowledges and agrees that Guarantor is not expected to be in compliance with the
leverage ratio and the fixed charge coverage ratio for the fiscal quarter ending September 30,
2008. Guarantor, Agent and Lenders hereby agree to waive compliance with subsections 9(c)(ii)
(Leverage Ratio) and 9(c)(iii) (Fixed Charge Coverage Ratio) for the fiscal quarter ending
September 30, 2008.




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



     5. Guarantor shall pay to Agent at the time this Agreement is executed and delivered (i) a
waiver fee in the amount of $3,000.00 for the pro rata benefit of Lenders, and (ii) all fees,
costs, charges, taxes and other expenses incurred by Agent and its counsel in connection with this
Agreement.



     6. 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. Guarantor agrees that Agent and Lenders
may rely on a telecopy of any signature of Guarantor. Agent and Lenders agree that Guarantor may
rely on a telecopy of this Agreement executed by Agent and Lenders.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




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





	 	 	 	 	 	 	 	 	 
	 	 	GUARANTOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS OR ATTEST:	 	SUNRISE SENIOR LIVING, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Sunrise Senior Living, Inc.,
	 
	 	 	 	 	 	 	 	 
	/s/ 	 	 	 	By:
	 	/s/
Richard J. Nadeau
	 	(SEAL
	 
	 	 	 	 	 	Name: Richard J. Nadeau	 	 
	 	 	 	 	Title:   Chief Financial Officer	 	 
	 
	 	AGENT:	 	 	 	 
	WITNESS:	 	CHEVY CHASE BANK, F.S.B., as Agent
	 
	 	 	 	 	 	 	 	 
	/s/

	 	By:
	 	/s/	 	 	 	(SEAL)
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 



















 








AGREEMENT OF LENDERS




     The undersigned are each a “Lender” under the Loan Agreement and pursuant to Section 9(c) of
the Guaranty each hereby consent to the waivers of the financial covenants as set forth in the
Agreement.



     WITNESS signature and seal of the undersigned as of the date of the Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	CHEVY CHASE BANK, F.S.B., as Lender
	 
	 	 	 	 	 	 	 	 
	/s/ 


	 	By:
	 	/s/
 

Name:
	 	(SEAL)	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	MB FINANCIAL BANK, N.A., as Lender
	 
	 	 	 	 	 	 	 	 
	/s/
 


	 	By:
	 	/s/ Jack H. Sharp
 

Name: Jack H. Sharp
	 	(SEAL) 	 	 
	 

	 	 	 	Title: Senior Vice President