exhibit4_4.htm


    AMENDMENT
NUMBER TWO TO

    STOCKHOLDERS
AGREEMENT

    


    AMENDMENT NUMBER TWO (this “Amendment”) TO
STOCKHOLDERS AGREEMENT, dated as of November 4, 2009, by and among Brookdale
Senior Living Inc., a Delaware corporation (the “Company”), and those
Stockholders listed on the signature pages hereto (collectively, the “Stockholders”).

    


    W I T N E S S E T H

    


    WHEREAS, the Company and the
Stockholders are each a party to the Stockholders Agreement, dated as of
November 28, 2005, by and among the Company and the Stockholders (or their
predecessors), as amended by that certain Amendment Number One, dated as of July
25, 2006 (as amended, the “Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement); and

    


    WHEREAS, the Company and the
Stockholders have determined to amend the Agreement in accordance with Section
6.8 of the Agreement as set forth herein.

    


    NOW, THEREFORE, in consideration of the
promises and mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend the Agreement, without any further
action of the Stockholders required, and otherwise agree as
follows:

    


    1.     Section
3.1 of the Agreement is hereby amended and restated in its entirety to read as
follows:

    


    “(a) For
so long as this Agreement is in effect, the Company and each of the Stockholders
shall take all reasonable actions within their respective control (including
voting or causing to be voted all of the Company Securities held of record or
beneficially owned by such Stockholder) and take all other reasonably necessary
action so as to elect to the board of directors of the Company (the “Board”),
and to continue in office not more than nine (9) directors which shall include
those directors designated by FIG LLC pursuant to Section 3.1(b). The
Stockholders shall cause the Company to take all necessary or desirable action
within its control to give effect to the provisions of this Section 3.1. The
Company shall use its reasonable efforts so that a sufficient number of
“independent directors” (as such term is defined in the applicable NYSE listing
standards from time to time) are members of the Board in order for the Company
to comply with the applicable listing standards of the NYSE without reliance on
the “controlled company” exception contemplated thereby.

    


    (b) So
long as the Fortress Stockholders and their Permitted Transferees have
Beneficial Ownership of:

    


    (i) more
than 35% of the Voting Power of the Company, FIG LLC shall be entitled to
designate four directors to the Board or, if the Board shall be comprised of
eight or nine members, then FIG LLC shall be entitled to designate five
directors to the Board,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (ii) less
than 35% but more than 25% of the Voting Power of the Company, FIG LLC shall be
entitled to designate three directors to the Board,

    


    (iii)
less than 25% but more than 10% of the Voting Power of the Company, FIG LLC
shall be entitled to designate two directors to the Board, and

    


    (iv) less
than 10% but more than 5% of the Voting Power of the Company, FIG LLC shall be
entitled to designate one director to the Board.

    


    Each of
the Stockholders shall vote or cause to be voted all of the Company Securities
held of record or beneficially owned by such Stockholder and take all other
reasonably necessary action so as to effect the purpose of this Section
3.1(b).  The Company agrees to include in the slate of nominees
recommended by the Board those persons designated by FIG LLC in accordance with
the provisions of this Section 3.1(b) and to use its reasonable best efforts to
cause the election of each such designee to the Board, including nominating such
designees to be elected as directors, in each case subject to applicable
law.

    


    (c) [Reserved]

    


    (d) If
FIG LLC notifies the other Stockholders of its desire to remove, with or without
cause, any director previously designated by it, each Stockholder shall vote or
cause to be voted all of the shares of Company Securities held or record or
beneficially owned by such Stockholder and take all other necessary actions to
cause the removal of any director designated by FIG LLC, pursuant to this
Section 3.1(d).

    


    (e) In
the event that any designee of FIG LLC shall for any reason cease to serve as a
member of the Board during his term of office, the resulting vacancy on the
Board will be filled by an individual designated by FIG LLC, and each of the
Stockholders shall vote or cause to be voted all of the Company Securities held
of record or beneficially by such Stockholder and take all other reasonably
necessary action so as to effect the purpose of this Section
3.1(e).

    


    (f) In
the event that at any time the number of directors entitled to be designated by
FIG LLC pursuant to Section 3.1(b) decreases, FIG LLC shall take reasonable
actions to cause a sufficient number of designated directors to resign from the
Board at or prior to the end of such designated director’s term such that the
number of designated directors after such resignation(s) equals the number of
directors FIG LLC would have been entitled to designate pursuant to Section
3.1(b).  Any vacancies created by such resignation may remain vacant
until the next annual meeting of stockholders or filled by a majority vote of
the Board.  Notwithstanding the foregoing, such designees need not
resign from the Board at or prior to the end of their designated term if the
Nominating and Corporate Governance Committee recommends the nomination of such
designee(s) for election at the next meeting.

    


    (g) In the event that a vacancy is
created at any time by the death, disability, retirement, resignation or removal
of any director who FIG LLC is eligible to designate in accordance with Section
3.1(b), the Company agrees to take at any time and from time to time all
actions


    
      
         


      

      
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    necessary
to cause the vacancy created thereby to be filled as soon as practicable by a
new designee by FIG LLC.  In the event that a vacancy is created at
any time by the death, disability, retirement, resignation or removal of any
director who is not designated by FIG LLC in accordance with Section 3.1(b),
such vacancy created thereby may be filled by a majority vote of the
Board.  Without limiting the provisions of Section 3.1(a), in the
event that the size of the Board is expanded to more than nine directors, the
Company agrees to take at any time and from time to time all actions necessary
to cause the Board to continue to have the number of designees of FIG LLC that
corresponds to the requirements of Section 3.1(b).”

    


    2.     Each
reference in the Agreement to FIG Advisors or FIG Advisors, LLC is hereby
amended to refer to FIG LLC.

    


    3.     Each
of the Stockholders hereby reaffirms and ratifies the Agreement as modified
hereby and acknowledges that the provisions (or portions thereof) of the
Agreement which have not been modified or amended by this Amendment shall remain
in full force and effect.

    


    4.     This
Amendment and obligations of the Stockholders hereunder shall be interpreted,
construed and enforced in accordance with the laws of the State of
Delaware.

    


    5.     If
any provision of this Amendment or the application thereof to any person or
circumstances shall be invalid or unenforceable to any extent, the remainder of
this Amendment and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

    


    6.     This
Amendment shall inure to the benefit of and be binding upon the Stockholders and
their respective heirs, executors, administrators, legatees, estates, legal
representatives, successors and permitted assigns.

    


    7.     This
Amendment may be executed in several counterparts and each counterpart so
executed shall be deemed an original of this Amendment, binding upon the party
who executed the same.

    


    [The
remainder of this page is intentionally left blank.]


    
      
         


      

      
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    IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first written above.

    


    


    
      	 
      	 
      	
              BROOKDALE
      SENIOR LIVING INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/
      T. Andrew Smith  	 
      
	 
      	 
      	 
      	
              Name:

            	T.
      Andrew Smith	 
      
	 
      	 
      	 
      	
              Title:

            	Executive
      Vice President	 
      


    

    


    


    


    
      	 
      	 
      	
              STOCKHOLDERS:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              FABP
      (GAGACQ) LP

            	 
      
	 
      	 
      	 
      	
              By
      its General Partner Fortress Fund

            
	 
      	 
      	 
      	
              MM
      II LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    


    
      	 
      	 
      	
              FBIF
      HOLDINGS LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    


    
      	 
      	 
      	
              FORT
      GB HOLDINGS LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND A)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND B)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND C)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND D)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND E)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND F)

                 L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV (FUND

                 G)
      L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND A) L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND B) L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND C) L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND D) L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND F) L.P.

            
	 
      	 
      	
              FORTRESS
      INVESTMENT FUND IV

                 (COINVESTMENT
      FUND G) L.P.

            
	 
      	 
      	
                By
      its General Partner Fortress Fund IV GP

              L.P.

            
	 
      	 
      	
                By
      its General Partner Fortress Fund IV GP

                    Holdings
      Ltd.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    


    
      	 
      	 
      	
              FORTRESS
      RIC COINVESTMENT FUND LP

            
	 
      	 
      	 
      	
              By
      its General Partner RIC Coinvestment

            
	 
      	 
      	 
      	
              Fund
      GP LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              FRIT
      HOLDINGS LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	 
      	 
      	
              PRIN
      HOLDING LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	 
      	 
      	
              PRIN
      3N HOLDING LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	 
      	 
      	
              PRIN
      2 HOLDING LLC

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	 
      	 
      	
              Drawbridge
      Special Opportunities Fund Ltd.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	 
      	 
      	
              Drawbridge
      Special Opportunities Fund LP

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      


    

    


     

     

    6