THIRD LOAN MODIFICATION AGREEMENT
This THIRD LOAN MODIFICATION AGREEMENT ("Agreement") is made and entered into as of this 4th
day of March, 1997, by and between SUNRISE ASSISTED LIVING LIMITED PARTNERSHIP, a Virginia
limited ("Borrower") and GREAT OAK, LLC, a Delaware Limited Liability Company ("Lenders").
A. Lender is the owner of the indebtedness (the "Loan") evidenced by that certain Amended and Restated
Promissory Note dated June 6, 1996, executed by Borrower in favor of General Electric Capital Corporation
("GECC") in the principal face amount of $87,000,000 (the "Amended Note")
B. The Loan is secured, in part, by mortgages and deeds of trust executed by Borrower listed on Schedule 1
attached hereto (as heretofore amended, modified and assigned, individually a "Mortgage" and collectively, the
"Mortgages"), encumbering the real property and improvements legally described on Exhibit "A" attached hereto.
C. The Mortgages and the other documents and instruments executed from time to time in connection with the
Loan, as amended from time to time, are collectively referred to herein as the "Loan Documents".
D. The Loan Documents were heretofore amended pursuant to the terms of that certain First Loan Modification
Agreement dated as of February 15, 1996 and that certain Second Loan Modification Agreement dated as of
May l, 1996, both executed by Borrower and GECC.
E. Borrower and Lender have agreed to modify certain terms and provisions of the Amended Note.
NOW, THEREFORE in consideration of the foregoing, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The foregoing recitals are hereby incorporated by reference herein.
2. All initially capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in
the Amended Note.
3. Effective March 4, 1997, the term "Class B Contract Index Rate ", as used in the Amended Note, shall m