**Exhibit 10.45****FOURTH AMENDMENT TO CREDIT AGREEMENT**     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of September 17, 2007between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA,N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “AdministrativeAgent”) for itself and certain additional lenders who are or shall be from time to timeparticipating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively withthe Administrative Agent, the “Lenders”).**RECITALS**     A. The Lenders have made a Credit Facility available to the Company in the maximum principalsum at any one time outstanding of $250,000,000.     B. The Credit Facility is governed by a Credit Agreement dated December 2, 2005 as amended bythat certain First Amendment to Credit Agreement dated March 6, 2006, that certain Second Amendmentto Credit Agreement dated January 31, 2007 and that certain Third Amendment to Credit Agreementdated June 27, 2007 (as amended by this Agreement, and as further amended, modified, substituted,extended and renewed from time to time the “Credit Agreement”) by and between the Company and theLenders.     C. The Credit Facility is guaranteed by the Guarantors pursuant to the terms of the CreditAgreement.     D. The Company and the Lenders have agreed to (i) modify the delivery deadlines for certainfinancial statements; (ii) and make such other changes to the Credit Agreement as are moreparticularly set forth herein.     E. As a condition precedent to the agreements referenced above, the Administrative Agent hasrequired that this Agreement be executed and delivered to the Administrative Agent on behalf of theLenders.AGREEMENTS     NOW, THEREFORE, in consideration of the premises, the mutual agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company, the Lenders and the Administrative Agent hereby agree as follows:     1. The above Recitals are a part of this Agreement. Unless otherwise expressly defined inthis Agreement, terms defined in the Credit Agreement shall have the same meaning under thisAgreement.
 

 
     2. The Company represents and warrants to the Lender as follows:          (a) The Company has the power and authority to execute and deliver this Agreement and performits obligations hereunder;          (b) The Credit Agreement, as amended by this Agreement, and each of the other Loan Documentsremains in full force and effect, and each constitutes the valid and legally binding obligation ofBorrower, enforceable in accordance with its terms;          (c) All of the Company’s representations and warranties contained in the Credit Agreement andthe other Loan Documents are true and correct on and as of the date of the Company’s execution ofthis Agreement with the exception of representations and warranties regarding financial statementsdescribed in Section 6.5 of the Credit Agreement; and          (d) No Event of Default and no event which, with notice, lapse of time or both wouldconstitute an Event of Default, has occurred and is continuing under the Credit Agreement or theother Loan Documents which has not been waived in writing by the Lender.     3. The Company hereby acknowledges and agrees that pursuant to the terms of Sections 7.1 and7.2 of the Credit Agreement the Company is required to deliver to the Administrative Agent certainquarterly and annual financial statements and certain Compliance Certificates within the timeperiod specified therein. The Company, the Administrative Agent and the Lenders hereby agree tomodify the delivery dates of: (a) all quarterly financial statements for 2006, (b) quarterlyfinancial statement for the quarters ending March 31, 2007, June 30, 2007 and September 30, 2007,and (c) the annual financial statement for the Company for the fiscal year ending December 31,2006, as each such financial statement was to be submitted to the SEC, and (d) the ComplianceCertificates to be submitted to the Administrative Agent with each such financial statementrequired pursuant to Section 7.2 of the Credit Agreement (collectively, the “Outstanding FinancialReports”). The modification applies to the quarterly statements for the fiscal quarters endingMarch 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007and September 30, 2007 and the annual statement for the fiscal year ended December 31, 2006. Asamended by this Agreement, the financial statements will be due no later than January 31, 2008.     4. The Company, the Administrative Agent and the Lenders hereby agree that on or beforeDecember 31, 2007, the Company shall provide to Administrative Agent, in form and detailsatisfactory to Administrative Agent: (i) an internally prepared financial statement (balance sheetand income statement only) for the fiscal quarter ending September 30, 2007 and (ii) a preliminaryfinancial covenant Compliance Certificate for the fiscal quarter ending September 30, 2007.     5. The Company, the Administrative Agent and the Lenders hereby agree that the Company shallpay to the Administrative Agent for the account of each Lender that executes this Agreement, inaccordance with its Applicable Percentage, a fee equal to twelve and one-half (12.5) basis points.
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     6. The Company, the Administrative Agent and the Lenders hereby agree that commencing withreports for operations during the month of December, 2006 through the date ofthe delivery to the Administrative Agent of the Outstanding Financial Reports, the Companyshall deliver, within forty-five (45) days after the end of each month, internally preparedoperating data that reflects revenue, expense, margin, average daily rate and occupancy for onlysuch Senior Living Facilities, on an aggregate basis, in which the Company or its affiliates havean ownership interest and which operated in both the current month and the corresponding month ofthe previous fiscal year in comparative form for both periods fairly presenting the financialcondition of such Senior Living Facility.     7. Except as specifically set forth herein, the terms, provisions and covenants of the CreditAgreement, including, but not limited to, all financial covenants and definitions related thereto,are hereby ratified and confirmed and remain in full force and effect.     8. This Agreement may be executed in any number of duplicate originals or counterparts, eachof such duplicate originals or counterparts shall be deemed to be an original and all takentogether shall constitute but one and the same instrument.     9. By their signatures below, the Guarantors consent to the transactions contemplated by andthe agreements made by the Company under this Agreement and ratify, confirm and reissue theirguaranty as set forth in the Credit Agreement.[SIGNATURES APPEAR ON FOLLOWING PAGES]
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     IN WITNESS WHEREOF*,*the parties hereto have caused this Agreement to be duly executed anddelivered under seal by their duly authorized representatives as of the date and year first writtenabove.      **COMPANY:**