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                                                                 EXHIBIT 10.32.4

              THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS

         THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this
"Amendment"), dated as of May 26, 2005 (the "Effective Date"), is entered into
by and between BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (the
"Borrower"), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the "Bank").

                                                  WITNESSETH

         WHEREAS, Borrower has previously executed and delivered to the Bank a
certain Loan Agreement dated as of October 19, 2004 (the "Original Loan
Agreement") between Borrower and the Bank, as amended by a First Amendment Loan
Agreement dated as of March 1, 2005 and a Second Amendment Loan Agreement dated
as of March 24, 2005 (collectively and as amended, the "Loan Agreement"); and

         WHEREAS, Borrower has requested that the Bank amend certain terms of
the Loan Agreement as provided in and subject to this Amendment; and

         NOW, THEREFORE, in consideration of the premises, the covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1. INCORPORATION OF RECITALS. The above and foregoing recitals are
incorporated into and made a part of this Amendment. All capitalized terms used
herein, if not otherwise specifically defined, shall have the meanings and
definitions ascribed in the Loan Agreement and the Loan Documents referred to
therein.

         2. AMENDMENT TO SECTION 2.03 AND SCHEDULE 2.03. Section 2.03 of the
Loan Agreement is amended and restated in its entirety as follows:

                  "2.02 General Letters of Credit. Subject to the terms and
         conditions of this Agreement and upon the execution by the Borrower and
         the Bank of a Master Letter of Credit Agreement dated October 19, 2004
         (as amended from time to time, the "Master Letter of Credit Agreement")
         and, the upon the execution and delivery by the Borrower, and the
         acceptance by the Bank, in its sole and absolute discretion, of, in
         each case, an application for letter of credit, the Bank agrees to
         issue or reissue for the account of the Borrower out of the Revolving
         Loan Availability, such General Letters of Credit in the standard form
         of the Bank and otherwise in form and substance acceptable to the Bank,
         from time to time during the term of this Agreement, provided that the
         General Letter of Credit Obligations may not at any time exceed in the
         aggregate the Maximum General Letter of Credit Obligation and provided,
         further, that no General Letter of Credit shall have an expiration date
         later than May 31, 2006, unless otherwise authorized by the Bank in
         writing. The Bank has issued certain letters of credit (the
         "Outstanding Old Brookdale General Letter of Credit") under the Old
         Brookdale Loan Agreement and a certain Master Letter of Credit
         Agreement dated March 31, 2004 (the "Old Brookdale MLCA") for the

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         account of Old Brookdale which Outstanding Old Brookdale General
         Letters of Credit are deemed General Letters of Credit issued out of
         the Revolving Loan Availability under this Agreement, and are otherwise
         deemed General Letters of Credit subject to and governed by the terms
         and conditions of this Agreement and the Master Letter of Credit
         Agreement. The amount of any payments made by the Bank with respect to
         draws made by a beneficiary under a General Letter of Credit shall be
         deemed to have been converted to a Revolving Loan as of the date such
         payment was made by the Bank to such beneficiary. Upon the occurrence
         of an Event of a Default and at the option of the Bank, all General
         Letter of Credit Obligations shall be converted to Revolving Loans, all
         without demand, presentment, protest or notice of any kind, all of
         which are hereby waived by the Borrower."

                  2.03 Lifecare Letters of Credit. In addition to General
         Letters of Credit, the Bank hereby makes a separate credit facility
         available to Borrower for the purpose of issuing standby letters of
         credit to the Illinois Department of Public Health and to other state
         agencies required in order to operate Borrower's Lifecare facilities
         (separately, a "Lifecare Letter of Credit" and, if more than one, the
         "Lifecare Letters of Credit"); provided, however, the maximum aggregate
         stated amount of any and all Lifecare Letters of Credit shall not
         exceed Thirteen Thousand Five Hundred Fifty Thousand and 00/100 Dollars
         ($13,550,000.00) [the "Lifecare Letters of Credit Cap"]. The Lifecare
         Letters of Credit issued by the Bank under this Agreement are set forth
         in Schedule 2.03 hereof. The reimbursement obligations for all Lifecare
         Letters of Credit issued by the Bank to the to the Illinois Department
         of Public Health for the account of Old Brookdale prior to the date of
         the Original Agreement (the "Old Brookdale Lifecare Letters of Credit")
         have been assumed by Borrower. The Old Brookdale Lifecare Letters of
         Credit constitute and are deemed Lifecare Letters of Credit issued
         under this Agreement and the Master Letter of Credit Agreement and are
         included under the Lifecare Letters of Credit Cap. The Lifecare Letters
         of Credit are not a part of nor shall any draws thereunder be credited
         against the Revolving Loan Availability. Lifecare Letters of Credit may
         be issued, cancelled and reissued form time to time up to the Lifecare
         Letters of Credit Cap and, except for the provisions of this Section
         2.03, shall be issued under, governed by and subject to the terms of
         the Master Letter of Credit Agreement; provided, however, that no
         Lifecare Letter of Credit shall have an expiration date later than May
         31, 2006, unless otherwise authorized by the Bank in writing."

         3. EFFECTIVE DATE. This Amendment and the modification of the Loan
Agreement and Loan Documents provided by this Amendment shall be effective as of
the Effective Date.

         4. REAFFIRMATION. To the extent any term(s) or condition(s) in any of
the Loan Documents shall contradict or be in conflict with the amended terms of
the Loan as set forth herein, such terms and conditions are hereby deemed
modified and amended accordingly, upon the effective date hereof, to reflect the
terms of the Loan as so amended herein. All terms of the Loan Documents, as
amended hereby, shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
the Bank. As of the date of this Amendment, Borrower herein restates, ratifies
and reaffirms each and every representation, warranty, covenant, term and
condition set forth in the Loan Documents as

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amended herein. There are no other changes to the Loan Documents except for the
changes specifically set forth herein.

         5. CERTIFICATION. To further induce the Bank to enter into this
Amendment, Borrower represents and warrants to the Bank as follows: (a) Borrower
is empowered to perform all acts and things undertaken and done pursuant to this
Amendment and has taken all corporate or other action necessary to authorize the
execution, delivery and performance of this Amendment; (b) the officers of
Borrower executing this Amendment have been duly elected or appointed and have
been fully authorized to execute the same at the time executed; (c) this
Amendment, when executed and delivered, will be the legal, valid and binding
obligation of Borrower, enforceable against it in accordance with its respective
terms; and (d) Borrower is delivering to the Bank contemporaneously herewith, a
certificate of Borrower's Secretary certifying as to the resolutions of the
Borrower's Board of Directors approving this Amendment and the incumbency and
signatures of the officers of Borrower signing this Amendment.

         6. ABSENCE OF CLAIM. To further induce the Bank to enter into this
Amendment, Borrower hereby acknowledges and agrees that, as of the date hereof,
there exists no right of offset, defense, counterclaim or objection in favor of
Borrower as against the Bank with respect to the Obligations to the Bank.

         7. ILLINOIS LAW TO GOVERN. This Amendment and each transaction
contemplated hereunder shall be deemed to be made under and shall be construed
and interpreted in accordance with the laws of the State of Illinois.

         8. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of and be enforceable by each respective party and their respective
legal representatives, successors and assigns.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

                                   BORROWER:

                                   BROOKDALE LIVING COMMUNITIES, INC.

                                   By: /s/ John P. Rijos
                                       ---------------------------------
                                   Print Name: John P. Rijos
                                   Title: President and Chief Operating Officer

                                   BANK:

                                   LASALLE BANK NATIONAL ASSOCIATION

                                   By: /s/ Bluma Broner
                                      -----------------------------------------
                                   Print Name: Bluma Broner
                                              ---------------------------------
                                   Title: VP
                                         --------------------------------------

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                                  SCHEDULE 2.03

                           LIFECARE LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                                                                         EXISTING EXPIRATION
       ENTITY NAME             BENEFICIARIES       LOC MAY -05 AMOUNT    DATE ISSUED            DATE **         LETTER OF CREDIT #
<S>                         <C>                    <C>                   <C>             <C>                    <C>
Brookdale Living            Illinois Department    $     1,380,000.00    May 31, 2005       May 31, 2006             S531961
Communities  of Illinois     of Public Health
- GE, Inc.

Brookdale Living            Illinois Department    $     1,085,000.00    May 17, 2001       May 31, 2006             S531957
Communities of Illinois -    of Public Health
HV, Inc.

Brookdale Living            Illinois Department    $     1,315,000.00    May 17, 2001       May 31, 2006             S531958
Communities of Illinois -    of Public Health
Hoffman Estates LLC

Brookdale Living            Illinois Department    $     1,500,000.00    May 17, 2001       May 31, 2006             S531960
Communities of Illinois -    of Public Health
II, Inc.

Brookdale Living            Illinois Department    $       390,000.00    May 17, 2001       May 31, 2006             S531956
Communities of Illinois -    of Public Health
HLAL, LLC

Brookdale Living            Illinois Department    $     3,640,000.00    May 17, 2001       May 31, 2006             S531953
Communities of Illinois,     of Public Health
- 2960, LLC*

River Oaks Partners         Illinois Department    $     2,325,000.00    May 17, 2001       May 31, 2006             S531951
                             of Public Health


Brookdale Living            Illinois Department    $     1,878,750.00   November 10,        May 31, 2006             S575334
Communities of Illinois -    of Public Health                           2004
GV, LLC.
</TABLE>

*        Successor to Brookdale Living Communities of Illinois, Inc. as operator
         of The Hallmark, Chicago facility.

**       Reflects current expiration date taking into account renewals and
         extensions of original expiration date.

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