FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of January 31,
2008 between 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 “Administrative
Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders
pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the
A. The Lenders have made a Credit Facility available to the Company in the maximum principal sum 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 by that
certain First Amendment to Credit Agreement dated March 6, 2006, that certain Second Amendment to Credit
Agreement dated January 31, 2007, that certain Third Amendment to Credit Agreement dated June 27, 2007
and that certain Fourth Amendment to Credit Agreement dated September 17, 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 the Lenders.
C. The Credit Facility is guaranteed by the Guarantors pursuant to the terms of the Credit Agreement.
D. The Company and the Lenders have agreed to (i) modify the delivery deadlines for certain financial
statements; (ii) waive delivery of certain other financial statements and (iii) and make such other changes to the
Credit Agreement as are more particularly set forth herein.
E. The Company has requested and the Lenders have agreed to reduce the maximum principal sum
outstanding to the extent and for the period more particularly set forth herein.
F. As a condition precedent to the agreements referenced above, the Administrative Agent has required that
this Agreement be executed a