Exhibit 10.12

                                                             Execution Version
                                                             -----------------

            THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT dated as of
October 17, 2004 (this "Amendment "), is made among FORTRESS BROOKDALE
ACQUISITION LLC, a Delaware limited liability company ("FBA"), PROVIDENT
SENIOR LIVING TRUST, a Maryland real estate investment trust ("Acquiror"), and
BLC SENIOR HOLDINGS, INC., a Delaware corporation ("Indemnitor").


                                  WITNESSETH

            WHEREAS FBA, Acquiror and Indemnitor are parties to that certain
Stock Purchase Agreement dated June 18, 2004, as amended by Amendment No. 1
dated as of August 2, 2004 (the "Agreement"); and

            WHEREAS the parties hereto desire to amend the Agreement on the
terms set forth herein.

            NOW, THEREFORE, the parties to this Agreement agree as follows:

            Section 1.01.  Amendments. The Agreement is hereby amended as
follows:

            (a)   The first recital of the Agreement is hereby deleted in its
entirety and the following is hereby added in lieu thereof:

            "A.   Seller owns as of the date hereof 1,000 shares of common
      stock, par value $0.01 per share, of Brookdale Living Communities, Inc.,
      a Delaware corporation (the "Company"), and will own as of the Closing
      Date 855 shares (the "Shares") of common stock, par value $0.01 per
      share, of the Company, which Shares will constitute as of the Closing
      all of the issued and outstanding shares of capital stock of the
      Company;"

            (b)   The fourth recital of the Agreement is hereby deleted in its
entirety and the following is hereby added in lieu thereof:

            "D.   On or prior to the Closing Date (as that term is defined in
      Exhibit A), (1) Seller shall cause the Company and the Company
      Subsidiaries to convey, assign, transfer and deliver to Indemnitor all
      the Excluded Assets (as that term is defined in Exhibit A), (2)
      Indemnitor shall assume the Excluded Liabilities (as that term is
      defined in Exhibit A), and (3) the Company and Indemnitor shall be
      renamed `PSLT-BLC Properties Holdings, Inc.' and "Brookdale Living
      Communities, Inc.", respectively, all as more particularly described
      herein;"

            (c)   The text "Seller and" is hereby added to the beginning of
clause (i) of Section 2.06(f).

            (d)   The first sentence of Section 3.03 is hereby deleted in its
entirety and the following is hereby added in lieu thereof:


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            "Schedule 3.03(a) sets forth, as of the date hereof and as of the
      Closing Date, (i) all the authorized Capital Stock of the Company and of
      each of the Company Subsidiaries as of such dates and (ii) the number of
      Equity Shares of each class or series of Capital Stock of the Company
      and of each of the Company Subsidiaries that are issued and outstanding
      as of such dates, together with the registered holder thereof."

            (e)   The last sentence of Section 4.06 is hereby deleted in its
entirety and the following is hereby added in lieu thereof:

            "Subject to receipt of net proceeds of at least $395,000,000 upon
      the consummation of the Private Placement, Acquiror will have, at the
      Closing, the financial ability to consummate the transactions
      contemplated by this Agreement."

            (f)   Each of the references to "FBA, the Selling Stockholders" in
Section 4.07 is hereby deleted, and the text "Seller" is hereby inserted in
lieu of in each case. The text "any of them" at the end of the penultimate
sentence of Section 4.07 is hereby deleted, and the text "any of Seller or
Indemnitor" is hereby added in lieu thereof.

            (g)   Clause (i) of Section 5.01 is hereby amended by adding the
following words immediately prior to the semi-colon at the end of such clause:

       ", except that prior to the Closing, the Company may redeem 145 shares
      of common stock, par value $0.01 per share, of the Company"

            (h)   Section 5.09 is hereby deleted in its entirety and the
following is hereby added in lieu thereof:

            "Section 5.09. Change of Name. On or immediately prior to the
      Closing Date, Seller shall cause the Company to be renamed `PSLT-BLC
      Properties Holdings, Inc.' and Indemnitor to be renamed `Brookdale
      Living Communities, Inc.'"

            (i)   Section 6.01(f) is hereby deleted in its entirety and the
following is hereby added in lieu thereof:

            "(f)  Proceeds from Private Placement. The Private Placement has
      been consummated and has resulted in net proceeds to Acquiror of at
      least $395,000,000."

            (j)   Section 6.02(h) is hereby deleted in its entirety and the
following is hereby added in lieu thereof:

            "(h)  Proceeds from Private Placement. The Private Placement has
      been consummated and has resulted in net proceeds to Acquiror of at
      least $395,000,000."

            (k)   The reference to "FBA, the Selling Stockholders and their
respective Affiliates" in clause (i) of Section 7.05 is hereby deleted, and
the text "Seller and its Affiliates" is hereby added in lieu thereof.


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            (l)   The reference to "FBA, the Selling Stockholders" in Section
8.02(a) is hereby deleted and the text "Seller" is hereby added in lieu
thereof.

            (m)   The reference to "FBA, the Selling Stockholders" in clause
(i) of Section 8.08 is hereby deleted, and "Seller, Capital Z Financial
Services Fund II, L.P." is hereby added in lieu thereof. The text "FBA or the
Selling Stockholders from their respective agreements" in clause (ii) of the
proviso to Section 8.08 is hereby deleted, and the text "Seller from its
agreements" is hereby added in lieu thereof

            (n)   The last two sentences of Section 10.02 are hereby deleted
in their entirety and the following two sentences are hereby added in lieu
thereof:

      "Notwithstanding anything in this Agreement to the contrary, all
      out-of-pocket costs and expenses incurred by Seller (including those
      reasonably incurred by its members), the Selling Stockholders, the
      Company and any Company Subsidiary relating to Amendment No. 1 to this
      Agreement dated as of August 2, 2004 (the "Amendment Costs"), shall be
      paid by Acquiror in immediately available funds to the Seller at the
      Closing. No Amendment Costs are deemed to be included in the Purchase
      Price or the Final Purchase Price."

            (o)   Schedules 1, 2.03, 3.03(a), 3.05(a) and (b), 3.08 and
3.24(e) are hereby deleted and replaced in its entirety with Schedules 1,
2.03, 3.03(a), 3.05(a) and (b), 3.08 and 3.24(e) attached hereto.

            (p)   Clause (ii) of Section 8.01(b) is hereby amended by adding
the words "any Losses pursuant to Sections 8.01(a)(i) and (iv)" to the
beginning of such clause and the word "or" immediately preceding such clause.

            (q)   The word "Final" in the penultimate sentence of Section 2.03
is deleted and the word "Base" is added in lieu thereof.

            Section 1.02.  No Other Amendment or Waiver. Except as expressly
set forth herein, all of the terms and provisions of the Agreement shall
remain in full force and effect and the parties hereto make no other
amendment, alteration or modification of the Agreement nor do they, nor does
any of them, by executing this Amendment, waive any provision of the Agreement
or any right that they or it may have thereunder.

            Section 1.03.  Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE
THAT MIGHT REFER THE GOVERNANCE, CONSTRUCTION OR INTERPRETATION OF SUCH
AGREEMENTS TO THE LAWS OF ANOTHER JURISDICTION.

            Section 1.04.  Counterparts. This Amendment may be executed in one
or more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page


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to this Amendment by facsimile shall be as effective as delivery of a manually
executed counterpart of this Amendment.



















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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed on the date first written above by their respective duly
authorized officers.



                              FORTRESS BROOKDALE ACQUISITION LLC,
                              a Delaware limited liability company



                               By:        /s/ Randal A. Nardone
                                  --------------------------------------
                                  Name:   Randal A. Nardone
                                  Title:  Secretary



                              BLC SENIOR HOLDINGS, INC.,
                              a Delaware corporation



                               By:        /s/ Mark J. Shulte
                                  -------------------------------------
                                  Name:   Mark J. Shulte
                                  Title:  Chairman, Chief Executive Officer



                              PROVIDENT SENIOR LIVING TRUST,
                              a Maryland real estate investment trust



                               By:        /s/ Darryl W. Copeland, Jr.
                                  --------------------------------------------
                                  Name:   Darryl W. Copeland, Jr.
                                  Title:  Chief Executive Officer