FIRST AMENDMENT TO LOAN AGREEMENT (Loan A)
Exhibit 10.13
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 (“Agent” or in its individual capacity, “Chevy Chase”),
as Agent for the lenders party hereto (individually a “Lender” and collectively, “Lenders”).
RECITALS
A. Borrower obtained a loan from the Lenders in the maximum principal amount of Thirty Million
and No/Dollars ($30,000,000,00) (“Loan A”) which was advanced pursuant to the provisions of a
certain Loan Agreement dated August 28, 2007 by and between the Borrower and the Lenders (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 A is evidenced by, and repaid with interest in accordance with the provisions of (i) a
Deed of Trust Note A dated August 28, 2007 from the Borrower payable to Chevy Chase in the
principal amount of Twenty Million and No/Dollars ($20,000,000.00) (as amended, modified, restated,
substituted, extended and renewed at anytime and from time to time, the “Chevy Chase Note”) and
(ii) a Deed of Trust Note A dated August 28, 2007 from the Borrower payable to M.B. Financial,
N.A., a national banking association 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 “MB Financial Note” and, collectively with Chevy Chase Note, the “Notes”).
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 Agent 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 Agent 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 Agent and Lenders,
draft, internally-prepared quarterly financial statements of Guarantor within ninety (90) days of
the close of each fiscal quarter. Borrower and Agent 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 Agent may rely on
a telecopy of any signature of Borrower. Agent agrees that Borrower may rely on a telecopy of this
Agreement executed by Agent.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, Borrower and Agent 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/ Xxxxx X. Xxxx | (SEAL) | ||||
| Name: Xxxxx X. Xxxx | ||||||
| Title: Vice President | ||||||
COMMONWEALTH OF VIRGINIA, COUNTY OF FAIRFAX, TO WIT:
On April 15, 2008, before me, Xxxx X. Xxxxxx, a Notary Public in and for the Commonwealth
shown above, appeared Xxxxx X. Xxxx, 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/ Xxxx X. Xxxxxx | ||||
| Notary Public | ||||
My Commission Expires: |
||
My Notarial Registration Number is:
|
 |
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| AGENT: | ||||||
| WITNESS: | CHEVY CHASE BANK, F.S.B., as Agent and Lender | |||||
/s/
|
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.
| /s/ | ||||
| Notary Public | ||||
My Commission Expires:
My Notarial Registration Number is:
My Notarial Registration Number is:
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