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                                                                 EXHIBIT 10.32.2

                        FIRST AMENDMENT TO LOAN AGREEMENT

      THIS FIRST AMENDMENT LOAN AGREEMENT, dated as of March 1, 2005 (this
"Amendment"), is entered into by and between BROOKDALE LIVING COMMUNITIES, INC.,
a Delaware corporation and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the "Bank").

                                   WITNESSETH

      WHEREAS, Borrower and Bank are parties to a certain Loan Agreement dated
as of October 19, 2004 (the "Loan Agreement");

      WHEREAS, Borrower has requested certain modifications to the terms of the
Loan and the Loan Agreement as more particularly described herein;

      WHEREAS, Bank and Borrower agree to amend the terms of the Loan and the
Loan Agreement as provided in and subject to this Amendment;

      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 Documents referred to
therein.

      2. AMENDMENT TO SECTION 2.02. Section 2.02 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 April 21, 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 account
      of Old Brookdale, identified in Schedule 2.02 hereto, 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

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      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.

      3. LIMITED WAIVER OF COVENANT. Section 6.13 of the Loan Agreement requires
Borrower to maintain a Debt Service Coverage Ratio of not less than 1.0:1.00 for
the period ending December 31, 2004. Borrower's actual Debt Service Coverage
Ratio for that period was 0.93:1.0, resulting in a violation of the Debt Service
Coverage Ratio covenant (the "Specific Covenant Violation"). The Bank hereby
waives (the "Specific Covenant Violation Waiver") the Specific Covenant
Violation. Nothing herein shall be deemed a waiver of the Borrower's obligation
to fully comply with the Debt Service Coverage Ratio covenant and all other
covenants, requirements and provisions of the Loan Agreement and the Loan
Documents, except as set forth herein solely with respect to the Specific
Covenant Violation Waiver.

      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 term and condition set forth in the Loan Documents as amended
herein. There are no other changes to the Loan Documents except for the changes
specifically set forth herein.

      5. 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.

                            [signature page follows]

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      IN WITNESS WHEREOF, the parties have hereunto 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/ R. Stanley Young
                                           ---------------------------------
                                       Print Name: R. Stanley Young
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                                       BANK:

                                       LASALLE BANK NATIONAL ASSOCIATION

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

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