<PAGE>

                                                                   Exhibit 10.15
 
                             AMENDED AND RESTATED

                       AGREEMENT OF LIMITED PARTNERSHIP

                                      OF

                  THE PONDS OF PEMBROKE LIMITED PARTNERSHIP,

                        AN ILLINOIS LIMITED PARTNERSHIP
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>

                                                                                PAGE
ARTICLE I                                                                       ----
<C>             <S>                                                             <C>
     CERTAIN DEFINITIONS......................................................    2
     1.1       "Act"2.........................................................    2
     1.2       "Adjusted Capital Account Deficit".............................    2
     1.3       "Affiliate"....................................................    3
     1.4       "Agreement" or "Partnership Agreement".........................    3
     1.5       "Assignee".....................................................    3
     1.6       "Available Cash Flow"..........................................    3
     1.7       "BHI"..........................................................    4
     1.8       "BLC"..........................................................    4
     1.9       "Capital Account"..............................................    4
     1.10      "Capital Contributions"........................................    5
     1.11      "Certificate"..................................................    5
     1.12      "Code".........................................................    6
     1.13      "Depreciation".................................................    6
     1.14      "General Partner"..............................................    6
     1.15      "Gross Asset Value"............................................    6
     1.16      "Interest".....................................................    7
     1.17      "Limited Partner"..............................................    7
     1.18      "Managing General Partner".....................................    8
     1.19      "Nonrecourse Deductions".......................................    8
     1.20      "Nonrecourse Liability"........................................    8
     1.21      "Partner Minimum Gain".........................................    8
     1.22      "Partner Nonrecourse Debt".....................................    8
     1.23      "Partner Nonrecourse Deductions"...............................    8
     1.24      "Partners".....................................................    8
     1.25      "Partnership"..................................................    9
     1.26      "Partnership Minimum Gain".....................................    9
     1.27      "Percentage Interest"..........................................    9
     1.28      "Person".......................................................    9
     1.30      "Project"......................................................   10
     1.31      "Property".....................................................   10
     1.32      "Recapture Gain"...............................................   10
     1.33      "Regulations"..................................................   10
     1.34      "Tax Matters Partner"..........................................   10
     1.35      "Transfer".....................................................   10
     1.36      "Transferee"...................................................   10

ARTICLE II
     THE PARTNERSHIP..........................................................   11
     2.1       Organization...................................................   11
     2.2       Partnership Name...............................................   11
     2.3       Purpose........................................................   11
     2.4       Principal Place of Business....................................   11
     2.5       Term...........................................................   11
     2.6       Filings; Agent for Service of Process..........................   11
     2.7       Reservation of Other Business Opportunities....................   12
</TABLE>

<PAGE>
 
<TABLE>
<CAPTION> 

ARTICLE III
<C>  <S>                                                                       <C>
     PARTNERS' CAPITAL CONTRIBUTIONS;
     ADDITIONAL FINANCING AND CONTRIBUTIONS...............................      12
     3.1     General Partner..............................................      12
     3.2     Limited Partners.............................................      13
     3.3     Additional Financing.........................................      13
     3.4     Other Matters................................................      13

ARTICLE IV
     ALLOCATIONS..........................................................      13
     4.1     Profits......................................................      13
     4.2     Losses.......................................................      13
     4.3     Special Allocations..........................................      13
     4.4     Curative Allocations.........................................      16
     4.5     Other Allocation Rules.......................................      17
     4.6     Tax Allocations; Code Section 704(c).........................      18

ARTICLE V
     DISTRIBUTIONS........................................................      20
     5.1     Distributions of Available Cash Flow.........................      20
     5.2     Withholding..................................................      20

ARTICLE VI
     MANAGEMENT OF PARTNERSHIP............................................      20
     6.1     Management of Partnership....................................      20
     6.2     [Intentionally Omitted.].....................................      22
     6.3     Compensation and Expense Reimbursement of Partners...........      22
     6.4     Limitation of Liability......................................      23
     6.5     Indemnification..............................................      23
     6.6     No Participation in Management...............................      23
     6.7     No Personal Liability........................................      23

ARTICLE VII
     BOOKS AND RECORDS....................................................      24
     7.1     Books and Records............................................      24
     7.2     Bank Accounts................................................      24
     7.3     Tax Returns..................................................      24
     7.4     Tax Decisions and Elections..................................      24
     7.5     Tax Examination..............................................      25

ARTICLE VIII
     TRANSFER OR ASSIGNMENT OF PARTNERSHIP INTERESTS......................      25
     8.1     Restrictions on Transfer.....................................      25
     8.2     Admission of Transferees.....................................      25

ARTICLE IX
     DISSOLUTION AND WINDING UP...........................................      26
     9.1     Liquidating Events...........................................      26
     9.2     Winding Up...................................................      26
     9.3     Liquidating Trust............................................      27
</TABLE>

                                    - ii -
<PAGE>
 
<TABLE>
<CAPTION> 

ARTICLE X
<C>  <S>                                                                       <C>
     MISCELLANEOUS...........................................................   28
     10.1    Notices.........................................................   28
     10.2    Binding Effect..................................................   29
     10.3    Creditors.......................................................   29
     10.4    Remedies Cumulative.............................................   29
     10.5    Construction....................................................   29
     10.6    Headings........................................................   29
     10.7    Severability....................................................   29
     10.8    Incorporation by Reference......................................   30
     10.9    Further Action..................................................   30
     10.10   Variation of Pronouns...........................................   30
     10.11   Governing Law...................................................   30
     10.12   Waiver of Action for Partition..................................   30
     10.13   Counterpart Execution...........................................   30
</TABLE>
EXHIBIT A -       PARTNERS' CAPITAL CONTRIBUTIONS
EXHIBIT B -       PROJECT DESCRIPTION


                                    - iii -
<PAGE>
 
                             AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                  THE PONDS OF PEMBROKE LIMITED PARTNERSHIP,
                        AN ILLINOIS LIMITED PARTNERSHIP
                        -------------------------------


          This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement") is entered into this 7th day of May, 1997, by and between Brookdale
Holdings, Inc., a Delaware corporation ("BHI"), as the General Partner, and
Brookdale Living Communities, Inc., a Delaware corporation ("BLC"), as the
Limited Partner, pursuant to the provisions of the Illinois Revised Uniform
Limited Partnership Act, as amended, on the following terms and conditions:

                                  WITNESSETH:

          WHEREAS, KILICO Realty Corporation, an Illinois corporation ("KRC"),
The Prime Group, Inc., an Illinois corporation ("Prime") and Arnold G. Gough, an
individual, ("Gough"), entered into that certain Agreement of Limited
Partnership of The Ponds of Pembroke Limited Partnership, dated as of December
11, 1987, as amended as of December 11, 1990 and as further amended as of August
15, 1991 (effective as of December 11, 1990), as of December 31, 1991, as of
March 22, 1994 and as of August 31, 1994 (as so amended, the "Original
Agreement");

          WHEREAS, among other things, the amendments referred to in the
immediately preceding recital effected (i) the transfer of the interest of Gough
in the Partnership (as hereinafter defined) from Gough to Kemper Investors Life
Insurance Company, an Illinois insurance corporation ("KILICO"), (ii) the
withdrawal of Gough as a limited partner of the Partnership; and (iii) the
admission of KILICO as a limited partner of the Partnership;

          WHEREAS, pursuant to that certain letter agreement, dated September
17, 1996, by and among Prime, KRC and KILICO, as amended (the "Kemper
Agreement"), KRC and KILICO (collectively, the "Kemper Transferors") have agreed
to convey certain interests in the Partnership to Prime or its designee or
assignee;

          WHEREAS, pursuant to that certain Formation Agreement, dated as of the
date hereof (the "Formation Agreement"), by and among (i) BLC, (ii) BHI, (iii)
Mark J. Schulte, an individual, (iv) Prime, and (v) Prime Group Limited
Partnership, an Illinois limited partnership,as of the date hereof, the rights
to acquire the interests in the Partnership from the Kemper Transferors pursuant
to the Kemper Agreement are being assigned to BLC, and BLC has agreed to assume
the obligation to pay the purchase price under the Kemper Agreement;
 
<PAGE>
 
          WHEREAS, pursuant to the Formation Agreement, Prime is assigning, as
of the date hereof immediately after the KRC Assignment, a twenty five percent
(25%) Interest in the Partnership to BLC (or to BHI as its designee);

          WHEREAS, the parties hereto desire to amend and restate the Original
Agreement in its entirety, and desire to reflect herein, among other things, (i)
the withdrawal of Prime, KRC and KILICO as partners of the Partnership, (ii) the
admission of BHI as the General Partner of the Partnership; (iii) the admission
of BLC as the Limited Partner of the Partnership; and (iv) certain other
amendments to the Original Agreement so that the Original Agreement, as amended
and restated, reads, in its entirety, as follows:


                                   ARTICLE I
                              CERTAIN DEFINITIONS

          For purposes of this Agreement, the following terms shall have the
meanings set forth in this Article I (such meanings to be equally applicable in
both the singular and plural forms of the term defined).

          1.1   "Act" means the Illinois Revised Uniform Limited Partnership
Act, as amended from time to time (or any corresponding provisions of succeeding
law).

          1.2   "Adjusted Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Capital Account as of
the end of the relevant Partnership taxable year, after giving effect to the
following adjustments:
 
          (i)   Credit to such Capital Account any amounts which such Partner is
     obligated to restore pursuant to any provision of this Agreement or
     pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be
     obligated to restore pursuant to the penultimate sentences of Regulations
     Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

         (ii)   Debit to such Capital Account the items described in Regulations
     Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-
     1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith.

                                       2
 
<PAGE>
 
          1.3  "Affiliate" means any (i) Person owning a majority interest in
any corporate Partner; (ii) Person owning an interest as a general partner of
any Partner or a majority interest as a limited partner of any Partner; (iii)
Person who is an officer, director, trustee, partner or stockholder of any
Partner or of any Person described in the preceding clause (ii); or (iv) Person
that is controlling, controlled by or under common control with a Partner or any
Person described in the preceding clauses (i), (ii) or (iii).

          1.4  "Agreement" or "Partnership Agreement" means this Amended and
Restated Agreement of Limited Partnership, as amended from time to time. Words
such as "herein," "hereinafter," "hereof," and "hereunder" refer to this
Agreement as a whole, unless the context otherwise requires.

          1.5  "Assignee" means any Person who has acquired a beneficial
interest in the Interest of a Partner in the Partnership.

          1.6  "Available Cash Flow" means, with respect to the applicable
period of measurement (i.e., any period beginning on the first day of the fiscal
year or other period commencing immediately after the last day of the
calculation of Available Cash Flow which was distributed, and ending on the last
day of the month, quarter or other applicable period immediately preceding the
date of calculation, the excess, if any, of the gross cash receipts of the
Partnership for such period from all sources whatsoever, including, without
limitation, the following:

          (a)  (i) all rents, revenues, income and proceeds derived by the
     Partnership from its operations, including, without limitation,
     distributions received by the Partnership from any entity in which the
     Partnership has an interest; (ii) all proceeds and revenues received on
     account of any sales of property of the Partnership or received by the
     Partnership for payments of principal, interest, costs, fees, penalties or
     otherwise on account of any loans made by the Partnership or financings or
     refinancings of any property of the Partnership; (iii) the amount of any
     insurance proceeds and condemnation awards received by the Partnership;
     (iv) all Capital Contributions received by the Partnership from its
     Partners; (v) all cash amounts previously reserved by the Partnership, if
     the specific purposes for which such amounts were reserved are no longer
     applicable; and (vi) the proceeds of liquidation of the Partnership's
     property in accordance with this Agreement:

over the sum of:

                                       3
<PAGE>
 
          (b)  (i) all operating costs and expenses of the Partnership and
     capital expenditures made during such period (without deduction, however,
     for any capital expenditures, charges for depreciation or other expenses
     not paid in cash or expenditures from reserves described in (vii) below);
     (ii) all costs and expenses expended or payable during such period in
     connection with the sale or other disposition, or financing or refinancing,
     of property of the Partnership or the recovery of insurance or condemnation
     proceeds; (iii) all fees provided for under this Agreement; (iv) all debt
     service, including principal and interest, paid during such period on all
     indebtedness of the Partnership; (v) all Capital Contributions, advances,
     reimbursements or similar payments made to any Person (whether a
     partnership, corporation or other entity) in which the Partnership has an
     interest; (vi) all loans made by the Partnership; and (vii) any and all
     reserves reasonably determined by the Managing General Partner to be
     necessary or appropriate for working capital, capital improvements,
     payments of periodic expenditures, debt service or other purposes.

          1.7  "BHI" means Brookdale Holdings, Inc., a Delaware corporation.

          1.8  "BLC" means Brookdale Living Communities, Inc., a Delaware
corporation

          1.9  "Capital Account" means, with respect to any Partner, the
Capital Account maintained for such Partner in accordance with the following
provisions:

          (i)  To each Partner's Capital Account there shall be credited the
     amount of cash and the Gross Asset Value of any Property contributed by
     such Partner to the Partnership, such Partner's distributive share of
     Profits and any items in the nature of income or gain which are specially
     allocated pursuant to Sections 4.3 or 4.4 hereof, and the amount of any
     Partnership liabilities assumed by such Partner or which are secured by any
     Property distributed to such Partner.

          (ii) To each Partner's Capital Account there shall be debited the
     amount of cash and the Gross Asset Value of any Property distributed to
     such Partner pursuant to any provision of this Agreement, such Partner's
     distributive share of Losses and any items in the nature of expenses or
     losses which are specially allocated pursuant to Sections 4.3 or 4.4
     hereof, and the amount of any liabilities of such Partner assumed by the
     Partnership or which are secured by Property contributed by such Partner to
     the Partnership.

                                       4
<PAGE>
 
          (iii)  In determining the amount of any liability for purposes of the
     foregoing subparagraphs (i) and (ii), there shall be taken into account
     Code Section 752(c) and any other applicable provisions of the Code and
     Regulations.

          The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and
applied in a manner consistent with such Regulations.  In the event the Managing
General Partner shall determine that it is prudent to modify the manner in which
the Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership,
General Partner or the Limited Partners) are computed in order to comply with
such Regulations, the Managing General Partner may make such modification,
provided that it is not likely to have a material adverse effect on the amounts
distributable to any Partner pursuant to Article IX hereof upon the dissolution
of the Partnership.  The Managing General Partner also shall (i) make any
adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts of the Partners and the amount of Partnership capital reflected
on the Partnership's balance sheet, as computed for book purposes, in accordance
with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Sections 1.704-1(b) or 1.704-2.

          1.10  "Capital Contributions" means, with respect to any Partner, the
amount of money and the initial Gross Asset Value of any property (other than
money), net of the amount of any debt to which such property is subject,
contributed to the Partnership with respect to the Interest in the Partnership
held by such Partner. The principal amount of a promissory note which is not
readily tradable on an established securities market and which is contributed to
the Partnership by the maker of the note shall not be included in the Capital
Account of any Person until the Partnership makes a taxable disposition of the
note or until (and to the extent) such Partner makes principal payments on the
note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).

          1.11  "Certificate" shall mean the Certificate of Limited Partnership
of the Partnership filed with the Secretary of State of Illinois in accordance
with the Act or the applicable predecessor statute thereof, as such Certificate
may be amended from time to time.

                                       5
<PAGE>
 
          1.12  "Code" means the Internal Revenue Code of 1986, as amended from
time to time (or any corresponding provisions of succeeding law).

          1.13  "Depreciation" means, for each Partnership taxable year or other
period, an amount equal to the depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for such year or other period,
except that, if the Gross Asset Value of an asset differs from its adjusted
basis for federal income tax purposes at the beginning of such year or other
period, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation, amortization
or other cost recovery deduction for such year or other period bears to such
beginning adjusted tax basis; provided, however, that, if the federal income tax
depreciation, amortization or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the Managing General
Partner; and provided, further, however, that to the extent the "remedial"
method described in Regulations Section 1.704-3 is elected pursuant to the terms
of this Agreement, Depreciation will be determined in a manner consistent
therewith.

          1.14  "General Partner" means any Person which (i) is referred to as
such in the first paragraph of this Agreement or has become a General Partner
pursuant to the terms of this Agreement and (ii) has not ceased to be a General
Partner pursuant to the terms of this Agreement.  "General Partners" means all
such Persons if at any time there shall be more than one General Partner.  All
references in this Agreement to a majority in interest or a specified percentage
of the General Partners shall mean General Partners whose combined Percentage
Interests represent more than 50% or such specified percentage, respectively, of
the Percentage Interests then held by all General Partners.

          1.15  "Gross Asset Value" means, with respect to any asset, the
asset's adjusted basis for federal income tax purposes, except as follows:

          (i)   The initial Gross Asset Value of any asset contributed by a
     Partner to the Partnership shall be the gross fair market value of such
     asset, as determined by the contributing Partner and the Partnership;

          (ii)  The Gross Asset Values of all Partnership assets shall be
     adjusted to equal their respective gross fair market values, as reasonably
     determined by the Managing General Partner, as of the following times: (a)
     the acquisition of an additional Interest in the Partnership by any new or
     existing

                                       6
<PAGE>
 
     Partner in exchange for more than a de minimis Capital Contribution; (b)
     the distribution by the Partnership to a Partner of more than a de minimis
     amount of Partnership assets, including money, as consideration for an
     Interest in the Partnership; and (c) the liquidation of the Partnership
     within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided,
     however, that adjustments pursuant to clauses (a) and (b) above shall be
     made only if the Managing General Partner reasonably determines that such
     adjustments are necessary or appropriate to reflect the relative economic
     interests of the Partners in the Partnership;

          (iii)  The Gross Asset Value of any Partnership asset distributed to
     any Partner shall be the gross fair market value of such asset on the date
     of distribution; and

          (iv)   The Gross Asset Values of Partnership assets shall be increased
     (or decreased) to reflect any adjustments to the adjusted basis of such
     assets pursuant to Code Section 734(b) or 743(b), but only to the extent
     that such adjustments are taken into account in determining Capital
     Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and the
     definition of "Capital Account" hereof; provided, however, that Gross Asset
     Values shall not be adjusted pursuant to this subparagraph (iv) to the
     extent the Managing General Partner determines that an adjustment pursuant
     to the foregoing subparagraph (ii) of this definition hereof is necessary
     or appropriate in connection with a transaction that would otherwise result
     in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
any of the foregoing subparagraphs (i), (ii) or (iv), such Gross Asset Value
shall thereafter be adjusted by the Depreciation taken into account with respect
to such asset for purposes of computing Profits and Losses.

          1.16   "Interest" means a Partner's ownership interest in the
Partnership, including any and all benefits to which the holder of such an
Interest may be entitled as provided in this Agreement, together with all
obligations of such Partner to comply with the terms and provisions of this
Agreement.

          1.17   "Limited Partner" means the Person (i) the name of which is set
forth on Exhibit A attached hereto and designated as such or who has become a
Limited Partner pursuant to the terms of this Agreement and (ii) who holds an
Interest.  "Limited Partners" means all such Persons if at any time there shall
be more than one Limited Partner.  All references in this Agreement to a
majority in interest or a specified percentage of the Limited Partners shall


                                       7
<PAGE>
 
mean Limited Partners whose combined Percentage Interests represent more than
50% or such specified percentage, respectively, of the Percentage Interests then
held by all Limited Partners.

          1.18  "Managing General Partner" means the General Partner elected as
such pursuant to this Agreement, as described in Section 6.1(a).

          1.19  "Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions for a
Partnership taxable year equals the excess, if any, of the net increase, if any,
in the amount of Partnership Minimum Gain during that Partnership taxable year
over the aggregate amount of any distributions during that Partnership taxable
year of proceeds of a Nonrecourse Liability that are allocable to an increase in
Partnership Minimum Gain, determined according to the provisions of Regulations
Section 1.704-2(c).

          1.20 "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.704-2(b)(3).

          1.21  "Partner Minimum Gain" has the meaning set forth in the
definition of "partner nonrecourse debt minimum gain" in Regulations Section
1.704-2(i)(2), and will be computed as provided in Regulations Section 1.704-
2(i)(3).

          1.22 "Partner Nonrecourse Debt" has the meaning set forth in
Regulations Section 1.704-2(b)(4).

          1.23  "Partner Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(i). The amount of Partner Nonrecourse Deductions
with respect to a Partner Nonrecourse Debt for a Partnership taxable year equals
the excess, if any, of the net increase, if any, in the amount of Partnership
Minimum Gain attributable to such Partner Nonrecourse Debt during that
Partnership taxable year over the aggregate amount of any distributions during
that Partnership taxable year to the Partner that bears the economic risk of
loss for such Partner Nonrecourse Debt to the extent such distributions are from
the proceeds of such Partner Nonrecourse Debt and are allocable to an increase
in Partnership Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i).

          1.24  "Partners" means the General Partners and the Limited Partners,
where no distinction is required by the context in which the term is used
herein. "Partner" means any one of the Partners. All references in this
Agreement to a majority interest or a specified percentage of the Partners shall
mean Partners whose combined Percentage Interests represent more than 50% or
such

                                       8
<PAGE>
 
specified percentage, respectively, of the Percentage Interests then held by all
Partners.

          1.25  "Partnership" means the partnership formed pursuant to the
Original Agreement and continued pursuant to this Agreement and the partnership
continuing the business of this Partnership in the event of dissolution as
herein provided.

          1.26  "Partnership Minimum Gain" has the meaning set forth in
Regulations Section 1.704-2(b)(2), and will be computed as provided in
Regulations Section 1.704-2(d).

          1.27  "Percentage Interest" means the percentage set forth for the
General Partners and Limited Partners on Exhibit A hereto.

          1.28  "Person" means any individual, general partnership, limited
partnership, corporation, trust or other association or entity.

          1.29  "Profits" and "Losses" and reference to any item of income,
gain, loss or deduction thereof, means, for each Partnership taxable year or
other period, an amount equal to the Partnership's taxable income or loss for
such year or period, determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments:

          (i)  Any income of the Partnership that is exempt from federal income
     tax and not otherwise taken into account in computing Profits or Losses
     pursuant to this definition shall be added to such taxable income or loss;

          (ii) Any expenditures of the Partnership described in Code Section
     705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
     to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into
     account in computing Profits or Losses pursuant to this definition shall be
     subtracted from such taxable income or loss;

         (iii) In the event the Gross Asset Value of any Partnership asset is
     adjusted pursuant to subparagraph (ii) or (iv) of the definition of Gross
     Asset Value hereof, the amount of such adjustment shall be taken into
     account as gain or loss from the disposition of such asset for purposes of
     computing Profits or Losses;

                                       9
<PAGE>
 
          (iv) Gain or loss resulting from any disposition of property with
     respect to which gain or loss is recognized for federal income tax purposes
     shall be computed by reference to the Gross Asset Value of the property
     disposed of notwithstanding that the adjusted tax basis of such property
     differs from its Gross Asset Value;

          (v) In lieu of the depreciation, amortization and other cost recovery
     deductions taken into account in computing such taxable income or loss,
     there shall be taken into account Depreciation for such Partnership taxable
     year or other period, computed in accordance with the definition of
     Depreciation herein; and

          (vi) Notwithstanding any other provision of this definition of
     "Profits" and "Losses," any items which are specially allocated pursuant to
     Sections 4.3 or 4.4 hereof shall not be taken into account in computing
     Profits or Losses.

          1.30  "Project" means the senior and assisted living facility
described in Exhibit B attached hereto and all of the Partnership's interest
therein, including all real estate related thereto and buildings and
improvements thereon.

          1.31  "Property" means all real and personal property acquired by the
Partnership and any improvements thereto and shall include both tangible and
intangible property.

          1.32  "Recapture Gain" has the meaning set forth in Section 4.6(e).

          1.33  "Regulations" means the Income Tax Regulations, including
Temporary Regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

          1.34  "Tax Matters Partner" shall mean BHI or any successor Managing
General Partner.

          1.35  "Transfer" means, as a noun, any voluntary or involuntary
transfer, sale, pledge, hypothecation or other disposition or encumbrance and,
as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate
or otherwise dispose of or encumber.

          1.36  "Transferee" has the meaning set forth in Section 4.5(c).
           
                                       10
<PAGE>
 
                                  ARTICLE II
                                THE PARTNERSHIP

          2.1   Organization. The Partners hereby agree to (i) continue the
Partnership as a limited partnership pursuant to the provisions of the Act and
upon the terms and conditions set forth in this Agreement and (ii) amend and
restate herein the Partnership Agreement in its entirety.

          2.2   Partnership Name. The name of the Partnership shall be "The
Ponds of Pembroke Limited Partnership" and all business of the Partnership shall
be conducted in such name or such other name as the Managing General Partner
shall determine. The Partnership shall hold all of its property in the name of
the Partnership and not in the name of any Partner.

          2.3   Purpose. The purpose and business of the Partnership shall be to
own real property, including, without limitation, the Project, to acquire,
lease, own, mortgage or otherwise encumber personal property, fixtures and real
property to accomplish the foregoing; to operate, manage, lease (or cause the
operation, management and leasing by independent contractors including a Partner
or its Affiliates) the Project and any other Property owned by the Partnership,
and otherwise deal in and with the business and assets of the Partnership; to do
any and all other acts which may be necessary or incidental to any of the
foregoing or the promotion or conduct of the business of the Partnership or any
of the Partnership Property, including, without limitation, being a partner in
another partnership or other partnerships; and to pursue or conduct any other
business or activity approved by the Partners.

          2.4   Principal Place of Business. The principal place of business of
the Partnership shall be c/o Brookdale Living Communities, Inc., 77 West Wacker
Drive, Chicago, Illinois 60601 or such other location as may be designated from
time to time.

          2.5   Term. The term of the Partnership commenced on the date on which
the Certificate was filed in the office of the Secretary of State of Illinois in
accordance with the Act and shall continue until the winding up and liquidation
of the Partnership and its business is completed, as provided in Article IX
hereof.

          2.6  Filings; Agent for Service of Process.
          
          (a) The Certificate has been filed in the office of the Secretary of
State of Illinois in accordance with the provisions of the Act. The Managing
Partner shall take any and all other actions reasonably necessary to perfect and
maintain the status of the Partnership as a limited partnership under the laws
of the State of

                                       11
<PAGE>
 
Illinois. The Managing Partner shall cause amendments to the Certificate to be
filed whenever required by the Act. Such amendments may be executed by the
Managing Partner only.

          (b) The Managing Partner shall execute and cause to be filed original
or amended Certificates and shall take any and all other actions as may be
reasonably necessary to perfect and maintain the status of the Partnership as a
limited partnership or similar type of entity under the laws of any other states
or jurisdictions in which the Partnership engages in business.

          (c) The agent for service of process on the Partnership in the State
of Illinois, and the address of such agent, shall initially be Robert J. Rudnik,
c/o The Prime Group, Inc., 77 West Wacker Drive, Suite 3900, Chicago, Illinois
60601 or any successor as appointed by the Managing Partner.  The Managing
Partner, in it sole and absolute discretion, may change the registered agent and
appoint successor registered agents.

          (d) Upon the dissolution of the Partnership, the Managing General
Partner (or, in the event there is no Managing General Partner, the Person
responsible for winding up and dissolution of the Partnership pursuant to
Article IX hereof) shall promptly execute and cause to be filed certificates of
dissolution in accordance with the Act and the laws of any other states or
jurisdictions in which the Partnership has filed certificates.

          2.7   Reservation of Other Business Opportunities. No business
opportunities other than those actually exploited by the Partnership pursuant to
Section 2.3 shall be deemed the property of the Partnership, and any Partner or
its Affiliate may engage in or possess an interest in any other business
venture, independently or with others, of any nature or description; and neither
any other Partner nor the Partnership shall have any rights by virtue hereof in
and to such other business ventures, or to the income or profits derived
therefrom. The provisions of this Section 2.7 shall be subject to, and not in
any way affect the enforceability of, any separate agreement by a Partner or any
Affiliate thereof restricting or prohibiting certain business activities of such
Partner or Affiliate.


                                  ARTICLE III
                        PARTNERS' CAPITAL CONTRIBUTIONS;
                     ADDITIONAL FINANCING AND CONTRIBUTIONS

          3.1   General Partner.  The name, address, Capital Contribution and
Percentage Interest of each General Partner is set forth on Exhibit A hereto.

                                       12
<PAGE>
 
          3.2  Limited Partners. The name, address, initial Capital Contribution
and Percentage Interest of the Limited Partners are set forth on Exhibit A
attached hereto.

          3.3  Additional Financing. The sums of money required to finance the
business and affairs of the Partnership shall be derived from the Capital
Contributions made by the Partners to the Partnership, from funds generated from
the operation and the business of the Partnership and from any loans, bond
financing or other indebtedness which the Managing General Partner may, in its
discretion, approve for the Partnership. No additional Capital Contributions
shall be made to the Partnership except as approved by the Managing General
Partner.

          3.4  Other Matters.

          (a)  Except as otherwise provided in this Agreement, no Partner shall
demand or receive a return of its Capital Contributions from the Partnership
without the consent of the other Partners. Under circumstances requiring a
return of any Capital Contributions, no Partner shall have the right to receive
property other than cash except as may be specifically provided herein.

          (b)  No Partner shall receive any interest, salary or drawing with
respect to its Capital Contributions or its Capital Account or for services
rendered on behalf of the Partnership or otherwise in its capacity as a Partner,
except as otherwise provided in this Agreement or with the consent of the other
Partner.


                                  ARTICLE IV
                                  ALLOCATIONS

          4.1  Profits. After giving effect to the special allocations set forth
in Sections 4.3 and 4.4 hereof, Profits for any Partnership taxable year shall
be allocated pro rata between the Partners in accordance with their Percentage
Interests.

          4.2  Losses. After giving effect to the allocations set forth in
Sections 4.3 and 4.4 hereof, Losses for any Partnership taxable year shall be
allocated to the Partners pro rata to the Partners in accordance with their
Percentage Interests.

          4.3  Special Allocations. The following special allocations will be
made in following order and priority:

               (a)  If there is a net decrease in Partnership Minimum Gain
during any Partnership taxable year, each Partner will be specially allocated
items of Partnership income and gain for

                                      13
<PAGE>
 
such year (and, if necessary, subsequent years) in proportion to, and to the
extent of, an amount equal to such Partner's share of the net decrease in
Partnership Minimum Gain determined in accordance with Regulations Section 1.704
-2(g)(2). The items to be allocated will be determined in accordance with
Regulations Section 1.704-2(f). This Section 4.3(a) is intended to comply with
such Sections of the Regulations and will be interpreted consistently therewith.

               (b)  The allocations otherwise required pursuant to Section
4.3(a) hereof will not apply to a Partner to the extent that: (i) such Partner's
share of the net decrease in Partnership Minimum Gain is caused by a guaranty,
refinancing or other change in the instrument evidencing a nonrecourse debt of
the Partnership which causes such debt to become a partially or wholly recourse
debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of
loss (within the meaning of Regulations Section 1.752-2) for such changed debt;
(ii) such Partner's share of the net decrease in Partnership Minimum Gain
results from the repayment of a nonrecourse liability of the Partnership, which
repayment is made using funds contributed by such Partner to the capital of the
Partnership; (iii) the Internal Revenue Service, pursuant to Regulations Section
1.704-2(f)(4), waives the requirement of such allocation in response to a
request for such waiver made by the Managing General Partner on behalf of the
Partnership (which request the Managing General Partner may or may not make, in
its discretion); or (iv) additional exceptions to the requirement of such
allocation are established by revenue rulings issued by the Internal Revenue
Service pursuant to Regulations Section 1.704-2(f)(5), which exceptions apply to
such Partner, as determined by the Managing General Partner in its discretion.

               (c)  Except as provided in Section 4.3(a) hereof, if there is a
net decrease in Partner Minimum Gain attributable to Partner Nonrecourse Debt
during any Partnership taxable year, determined in accordance with Regulations
Section 1.704-2(i)(3), then, except as provided in Regulations Section 1.704-
2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable
to such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), will be allocated items of income and gain for such
Partnership taxable year (and, if necessary, subsequent Partnership taxable
years) equal to such Partner's share of the net decrease in Partner Minimum
Gain. The items to be allocated will be determined in accordance with
Regulations Section 1.704-2(j)(2). This Section 4.3(c) is intended to comply
with Regulations Section 1.704-2(i) and will be applied and interpreted in
accordance with such Regulation.

               (d)  Any item of Partnership loss, deduction or expenditure under
Code Section 705(a)(2)(b) attributable to Partner

                                      14
<PAGE>
 
Nonrecourse Debt will be allocated in accordance with Regulations Section 1.704-
2(i) to the Partner who bears the economic risk of loss for such Partner
Nonrecourse Debt.
 
               (e)  In the event any Partner unexpectedly receives any
adjustments, allocations or distributions described in Regulations Section 
1.704-1(b)(2)(ii)(d)(4), (5) or (6) resulting in an Adjusted Capital Account 
Deficit for such Partner, items of income and gain will be specially allocated
to such Partner in any amount and manner sufficient to eliminate, to the extent
required by the Regulations, such Adjusted Capital Account Deficit as quickly as
possible. The items to be allocated will be determined in accordance with
Regulations Section 1.704-1(b)(2)(ii)(d)(6). This Section 4.3(e) is intended to
comply with Regulations Section 1.704-1(b)(2)(ii)(d) and will be applied and
interpreted in accordance with such Regulation.

               (f)  No items of loss or deduction will be allocated to any
Partner to the extent that any such allocation would cause the Partner to have
an, or increase the amount of an existing, Adjusted Capital Account Deficit at
the end of any Partnership taxable year. All items of loss or deduction in
excess of the limitation set forth in this Section 4.3(f) will be allocated
among such other Partners which do not have Adjusted Capital Account Deficit
balances, pro rata, in proportion to their Percentage Interests, until no
Partner may be allocated any further items of loss or deduction without creating
or increasing an Adjusted Capital Account Deficit. Thereafter , any remaining
items of loss or deduction will be allocated to the Partners, pro rata, in
proportion to their relative aggregate Capital Contributions made prior to the
last day of the period to which the loss or deduction relates.

               (g)  In the event any Partner has an Adjusted Capital Account
Deficit at the end of any Partnership taxable year, each such Partner will be
specially allocated items of Partnership income and gain (consisting of a pro
rata portion of each item of Partnership income and gain) to eliminate such
Adjusted Capital Account Deficit as quickly as possible, provided that an
allocation pursuant to this Section 4.3(g) will be made to a Partner if and only
to the extent that such Partner would have an Adjusted Capital Account Deficit
in excess of such sum after all other allocations provided for in this Article
IV have been tentatively made.

               (h)  To the extent an adjustment to the adjusted tax basis of any
Property pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant
to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in
determining Capital Accounts, the amount of such adjustment to the Capital
Accounts will be treated as an item of gain (if the adjustment

                                      15
<PAGE>
 
increases the basis of the asset) or loss (if the adjustment decreases such
basis) and such gain or loss will be specially allocated among the Partners in a
manner consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.

          4.4  Curative Allocations.

          (a)  The "Regulatory Allocations" consist of the "Basic Regulatory
Allocations," as defined in Section 4.4(b) hereof, the "Nonrecourse Regulatory
Allocations," as defined in Section 4.4(c) hereof, and the "Partner Nonrecourse
Regulatory Allocations," as defined in Section 4.4(d) hereof.

          (b)  The "Basic Regulatory Allocations" consist of allocations
pursuant to Sections 4.3(e), 4.3(f), 4.3(g) and 4.3(h) hereof. Notwithstanding
any other provision of this Agreement, other than the Regulatory Allocations,
the Basic Regulatory Allocations shall be taken into account in allocating items
of income, gain, loss and deduction among the Partners so that, to the extent
possible, the net amount of such allocations of the Basic Regulatory Allocations
and such other items to each Partner shall be equal to the net amount that would
have been allocated to each such Partner as if the Basic Regulatory Allocations
had not occurred. For purposes of applying the foregoing sentence, allocations
pursuant to this Section 4.4(b) shall only be made with respect to allocations
pursuant to Section 4.3(h) hereof to the extent the Managing General Partner
reasonably determines that such allocations will otherwise be inconsistent with
the economic agreement among the parties to this Agreement.

          (c)  The "Nonrecourse Regulatory Allocations" consist of all
allocations pursuant to Sections 4.3(a) hereof. Notwithstanding any other
provision of this Agreement, other than the Regulatory Allocations, the
Nonrecourse Regulatory Allocations shall be taken into account in allocating
items of income, gain, loss and deduction among the Partners so that, to the
extent possible, the net amount of such allocations of the Nonrecourse
Regulatory Allocations and such other items to each Partner shall be equal to
the net amount that would have been allocated to each such Partner if the
Nonrecourse Regulatory Allocations had not occurred. For purposes of applying
the foregoing sentence, no allocations pursuant to this Section 4.4(c) shall be
made prior to the Partnership taxable year during which there is a net decrease
in Partnership Minimum Gain, and then only to the extent necessary to avoid any
potential economic distortions caused by such net decrease in Partnership
Minimum Gain.

          (d)  The "Partner Nonrecourse Regulatory Allocations" consist of all
allocations pursuant to Sections 4.3(c) and 4.3(d)

                                      16
<PAGE>
 
hereof. Notwithstanding any other provision of this Agreement, other than the
Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be
taken into account in allocating items of income, gain, loss and deduction among
the Partners so that, to the extent possible, the net amount of such allocations
of the Partner Nonrecourse Regulatory Allocations and such other items to each
Partner shall be equal to the net amount that would have been allocated to each
such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred.
For purposes of applying the foregoing sentence (i) no allocations pursuant to
this Section 4.4(d) shall be made with respect to allocations pursuant to
Section 4.3(c) relating to a particular Partner Nonrecourse Debt prior to the
Partnership taxable year during which there is a net decrease in Partner Minimum
Gain attributable to such Partner Nonrecourse Debt, and then only to the extent
necessary to avoid any potential economic distortions caused by such net
decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section
4.4(d) shall be deferred with respect to allocations pursuant to Section 4.3(d)
hereof relating to a particular Partner Nonrecourse Debt to the extent the
Managing General Partner reasonably determines that such allocations are likely
to be offset by subsequent allocations pursuant to Section 4.3(c) hereof.

          (e)  The Managing General Partner shall have reasonable discretion,
with respect to each Partnership taxable year, to (i) apply the provisions of
Sections 4.4(b), 4.4(c) and 4.4(d) hereof in whatever order is likely to
minimize the economic distortions that might otherwise result from the
Regulatory Allocations and (ii) divide all allocations pursuant to Sections
4.4(b), 4.4(c) and 4.4(d) hereof among the Partners in a manner that is likely
to minimize such economic distortions.

          4.5  Other Allocation Rules.

          (a)  For purposes of determining the Profits, Losses or any other
items allocable to any period, Profits, Losses and any such other items shall be
determined on a daily, monthly or other basis, as determined by the Managing
General Partner using any permissible method under Code Section 706 and the
Regulations thereunder.

          (b)  For purposes of Regulations Section 1.752-3(a)(3), the Partners
agree that Nonrecourse Liabilities of the Partnership in excess of the sum of
(i) the amount of Partnership Minimum Gain and (ii) the total amount of built-in
gain (as defined in Regulations Section 1.752-3(a)(2)) shall be allocated among
the Partners in accordance with their respective Percentage Interests.

          (c)  In the event Interests are transferred in accordance with the
provisions of Article VIII hereof during any

                                      17
<PAGE>
 
taxable year, the distributive share of Partnership income, gain, loss and
deductions attributable to such transferred Interests for that taxable year
shall be apportioned between the transferor Partner and the person to whom the
Interest is transferred (the "Transferee") in proportion to the number of days
during such taxable year that each was the owner of the Interests transferred,
but subject to the constraints and limitations imposed by Code Section 706.
Distributions with respect to Interests transferred shall be made only to
Partners of record on a date designated by the Managing General Partner as the
date of such distribution.

           4.6 Tax Allocations; Code Section 704(c).

               (a)  In accordance with Code Section 704(c) and the Regulations
thereunder, solely for income tax purposes, income, gain, loss and deduction
with respect to any property contributed to the capital of the Partnership
(including income, gain, loss and deduction determined with respect to the
alternative minimum tax) shall, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes (including such adjusted basis for
alternative minimum tax purposes) and its initial Gross Asset Value, including,
but not limited to, special allocations to a contributing Partner that are
required under Code Section 704(c) to be made upon distribution of such property
to any of the non-contributing Partners.

               (b)  In the event the Gross Asset Value of any Partnership asset
is adjusted pursuant to paragraph (ii) of the definition of "Gross Asset Value"
contained herein, solely for federal income tax purposes, subsequent allocations
of income, gain, loss and deduction with respect to such asset (including
income, gain, loss and deduction determined with respect to the alternative
minimum tax) will take account of any variation between the adjusted basis of
such asset (including such adjusted basis for alternative minimum tax purposes)
and its Gross Asset Value in the same manner as under Code Section 704(c) and
the Regulations thereunder.

               (c)  Any elections or other decisions relating to allocations
under this Section 4.6, including the selection of any allocation method
permitted under Regulations Section 1.704-3, will be made as approved by the
Managing General Partner in any manner that reasonably reflects the purpose and
intention of this Agreement. Except as otherwise provided in this Section 4.6,
all items of Partnership income, gain, loss, deduction and credit will for tax
purposes be divided among the Partners in the same manner as they share
correlative Profits, Losses or Partnership items of income, gain, loss or
deduction, as the case may be, for the taxable year. Allocations pursuant to
this Section 4.6 are solely

                                      18
<PAGE>
 
for purposes of federal, state and local taxes and will not affect, or in any
way be taken into account in computing, any Partner's Capital Account or share
of Profits, Losses or other items or distributions pursuant to any provision of
this Agreement.

               (d)  If any taxable item of income or gain is computed
differently from the taxable item of income or gain which results for purposes
of the alternative minimum tax, then to the extent possible, without changing
the overall allocations of items for purposes of either the Partners' Capital
Accounts or the regular income tax (i) each Partner will be allocated items of
taxable income or gain for alternative minimum tax purposes taking into account
the prior allocations of originating tax preferences or alternative minimum tax
adjustments to such Partner (and its predecessors) and (ii) other Partnership
items of income or gain for alternative minimum tax purposes of the same
character that would have been recognized, but for the originating tax
preferences or alternative minimum tax adjustments, will be allocated away from
those Partners that are allocated amounts pursuant to clause (i) so that, to the
extent possible, the other Partners are allocated the same amount, and type, of
alternative minimum tax income and gain that would have been allocated to them
had the originating tax preferences or alternative minimum tax adjustments not
occurred.

               (e)  If any portion of gain recognized from the disposition of
property by the Partnership represents the "recapture" of previously allocated
deductions by virtue of the application of Code Section 1245 or 1250 ("Recapture
Gain"), such Recapture Gain will be allocated as follows:

     First, to the Partners, pro rata, in proportion to the lesser of each
Partner's (i) allocable share of the total gain recognized from the disposition
of such Partnership property and (ii) share of depreciation or amortization with
respect to such property (as determined under Proposed Treasury Regulation
section 1.1245-1(e)(2)), until each such Partner has been allocated Recapture
Gain equal to such lesser amount; and

     Second, the balance of Recapture Gain will be allocated among the Partners
whose allocable shares of total gain exceed their shares of depreciation or
amortization with respect to such property (as determined under Proposed
Treasury Regulation section 1.1245-1(e)(2)), in proportion to their shares of
total gain (including Recapture Gain) from the disposition of such property;

provided, however, that no Partner will be allocated Recapture Gain under this
Section 4.6(e) in excess of the total gain allocated to such Partner from such
disposition.

                                      19
<PAGE>
 
                                   ARTICLE V
                                 DISTRIBUTIONS

          5.1  Distributions of Available Cash Flow. Except as otherwise
provided in Article IX hereof, Available Cash Flow, if any, shall be
distributed, at such times as the Managing General Partner may determine to be
appropriate, to the Partners in accordance with their respective Percentage
Interests.

          5.2  Withholding. Notwithstanding any other provision of this
Agreement, the Tax Matters Partner is authorized to take any action that it
determines to be necessary or appropriate to cause the Partnership to comply
with any withholding requirements established under any federal, state or local
tax law, including, without limitation, withholding on any distribution to any
Partner. For all purposes of this Article V, any amount withheld on any
distribution and paid over to the appropriate governmental body shall be treated
as if such amount had, in fact, been distributed to the Partner.


                                  ARTICLE VI
                           MANAGEMENT OF PARTNERSHIP

 

          6.1  Management of Partnership.

          (a)  The exclusive management and control of the business and affairs
of the Partnership shall be vested in the General Partners. The powers of the
General Partners shall include all powers, statutory or otherwise, possessed by
or permitted to general partners under the laws of the State of Illinois. Each
Partner hereby waives any and all claims such Partner may have against the
Partnership or any other Partner for breach of fiduciary duty or other similar
responsibility or obligation. If there is more than one General Partner, the
Partners shall elect one of the General Partners to be the "Managing General
Partner," who shall be responsible for the day-to-day operations of the
Partnership. (To the extent there is only one General Partner, all references in
this Agreement to the Managing General Partner shall mean such General Partner.)
The Managing General Partner shall have full power and authority to do all
things deemed necessary or desirable by it to conduct the business of the
Partners, including, without limitation, the following:

               (i)  the making of any expenditures, the lending or borrowing of
     money, the assumption, guarantee of or other contracting of indebtedness
     and other liabilities, the issuance of evidences of indebtedness and the
     incurring of any

                                      20
<PAGE>
 
     obligations it deems necessary for the conduct of the activities of the
     Partnership;

               (ii)   the making of tax, regulatory and other filings or
     rendering of periodic or other reports to governmental or other agencies
     having jurisdiction over the Partnership or the business or assets of the
     Partnership;

               (iii)  the acquisition, disposition, mortgage, pledge,
     encumbrance, hypothecation or exchange of any assets of the Partnership or
     the merger or other combination of the Partnership with or into another
     entity;

               (iv)   the use of the assets of the Partnership (including,
     without limitation, cash on hand) for any purpose and on any terms it sees
     fit, including, without limitation, the financing of the conduct of the
     operations of the Managing General Partner or the Partnership, the lending
     of funds to other Persons and the repayment of obligations of the
     Partnership;

               (v)    the negotiation, execution and performance of any
     contracts, conveyances or other instruments that the Managing General
     Partner considers useful or necessary to the conduct of the Partnership's
     operations or the implementation of the Managing General Partner's powers
     under this Agreement, including management, development or operating
     agreements with respect to the Project;

               (vi)   the distribution of Partnership cash or other Partnership
     assets in accordance with this Agreement;

               (vii)  the selection and dismissal of employees of the
     Partnership or the Managing General Partner and agents, outside attorneys,
     accountants, consultants and contractors of the Managing General Partner or
     the Partnership and the determination of their compensation and other terms
     of employment or hiring;

               (viii) the maintenance of insurance for the benefit of the
     Partnership;

               (ix)   the formation of or acquisition of an interest in and the
     contribution of property to any further limited or general partnerships,
     joint ventures or other relationships that it deems desirable;

               (x)    the control of any matters affecting the rights and
     obligations of the Partnership, including the conduct of litigation,
     incurring of legal expense and

                                      21
<PAGE>
 
     settlement of claims and litigation and the indemnification of any Person
     against liabilities and contingencies to the extent permitted by law;

               (xi)   the undertaking of any action in connection with the
     Partnership's direct or indirect investment in any other Person (including,
     without limitation, the contribution or loan of funds by the Partnership to
     such Persons); and

               (xii)  the determination of the fair market value of any
     Partnership property distributed in kind using such reasonable method of
     valuation as it may adopt.

          (b)  The Limited Partners agree that the Managing General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the Limited Partners.

          (c)  Without limiting the generality of the authority granted to the
Managing General Partner in Section 6.1(a), the Managing General Partner shall
provide accounting, administrative, management, marketing and promotion,
property management, leasing, tenant coordination, development, construction
management, renovation, redevelopment and rehabilitation services to the
Partnership in its capacity as a Partner of the Partnership.

          (d)  At all times from and after the date hereof, the Managing General
Partner may cause the Partnership to obtain and maintain casualty, liability and
other insurance on the properties of the Partnership.

          (e)  At all times from and after the date hereof, the Managing General
Partner may cause the Partnership to establish and maintain working capital
reserves in such amounts as the Managing General Partner, in its sole and
absolute discretion, deems appropriate and reasonable from time to time.

          6.2  [Intentionally Omitted.]

          6.3  Compensation and Expense Reimbursement of Partners.

          (a)  No payment will be made by the Partnership for the services of
any Partner or any member, employee, agent or partner of any Partner or an
Affiliate thereof, except as may be expressly approved by the Managing General
Partner.

          (b)  Each of the Partners, and all Affiliates thereof, shall, at the
request of such Partner, be reimbursed by the Partnership for the reasonable 
out-of-pocket expenses incurred by

                                      22
<PAGE>
 
such Partner, or an Affiliate thereof, on behalf of the Partnership in
connection with the business and affairs of the Partnership, including all
legal, accounting, travel and other similar expenses reasonably incurred by the
Partners in connection with the formation of the Partnership or the acquisition,
development, renovation, rehabilitation, repair, management or operation of the
Project or any other Partnership Property.

          6.4  Limitation of Liability. Neither the Partners, nor any officer,
director, partner, employee or Affiliate of any Partner shall be liable,
responsible or accountable in damages or otherwise to the Partnership or any
Partner for any action taken or failure to act on behalf of the Partnership
within the scope of the authority conferred on such Person by this Agreement or
by law, unless such action or omission was performed or omitted fraudulently or
in bad faith or constituted gross negligence or willful misconduct.

          6.5  Indemnification. The Partnership shall indemnify and hold
harmless the General Partners and the Limited Partners and each of their
respective partners, officers, directors, stockholders, employees, agents and
Affiliates (collectively the "Parties") from and against any and all losses,
expenses, damages or injuries suffered or sustained by the Parties (or any of
them) by reason of any acts, omissions or alleged acts or omissions arising out
of its or their activities on behalf of the Partnership or in furtherance of the
interests of the Partnership, including, but not limited to, any judgment,
award, settlement, reasonable attorney's fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim provided that the acts, omissions or alleged acts or
omissions upon which such actual or threatened action, proceeding or claim is
based was performed or omitted in good faith and were not performed or omitted
fraudulently or in bad faith or as a result of gross negligence or willful
misconduct by any such Party and provided that such Party reasonably believed
that the acts, omissions, or alleged acts or omissions upon which such actual or
threatened action, proceeding or claim is based was in the best interests of the
Partnership. Such indemnification shall be made only to the extent of the assets
of the Partnership.

          6.6  No Participation in Management. The Limited Partners shall not
participate in the management or control of the Partnership's business, nor
shall the Limited Partners transact any business for the Partnership or have the
power to act for or bind the Partnership, said powers being vested solely and
exclusively in the General Partners.

          6.7  No Personal Liability. The Limited Partners shall not have any
personal liability whatsoever, whether to the

                                      23
<PAGE>
 
Partnership, to the General Partners or to the creditors of the Partnership for
the debts, obligations, expenses or liabilities of the Partnership or any of its
losses, beyond the Limited Partner's Capital Contribution.


                                  ARTICLE VII
                               BOOKS AND RECORDS


          7.1  Books and Records. The Managing General Partner shall keep proper
and usual books and records pertaining to the Partnership's business on an
accrual basis in accordance with tax accounting principles or generally accepted
accounting principles consistently applied, showing all of its assets and
liabilities, receipts and disbursements, profits and losses, Partners' Capital
Contributions and distributions and all transactions entered into by the
Partnership. The books and records and all files of the Partnership shall be
kept at its principal office or such other place as the Managing General Partner
may designate from time to time. The fiscal year of the Partnership shall end on
December 31 of each year.

          7.2  Bank Accounts. Funds of the Partnership shall be deposited in an
account or accounts in the bank or banks designated by the Managing General
Partner. Such account or accounts shall be in the name of the Partnership and
shall be subject to withdrawal only upon signatures of those Persons authorized
from time to time by the Managing General Partner.

          7.3  Tax Returns. Federal, state and local tax returns of the
Partnership shall be prepared and timely filed by or at the direction of the
Managing General Partner at the expense of the Partnership.

          7.4  Tax Decisions and Elections. The Managing General Partner is
hereby designated the "Tax Matters Partner" of the Partnership for all purposes
under this Agreement and as such term is defined under the Code. The Tax Matters
Partner shall make or revoke all elections and take all reporting positions
which, in its discretion, it deems necessary or desirable for the Partnership.
Each item of Partnership income and deduction shall be separately reported on
each Partner's income tax return, pursuant to Regulations Section 1.702-1(a).
The Managing General Partner shall make the election under Code Section 754. Tax
decisions and elections for the Partnership not provided for herein shall be
determined and made by the Managing General Partner. The Managing General
Partner shall provide all Partners with all tax information that the Managing
General Partner receives, shall notify all Partners of any meetings with respect
to the Partnership's income

                                      24
<PAGE>
 
tax returns and shall afford representatives of each Partner the opportunity to
be present at such meetings. No Partner shall take a position on any income tax
return which is inconsistent with any position taken by the Partnership on the
Partnership's income tax returns.

          7.5  Tax Examination. Each Partner shall give prompt notice to the
other Partners upon receipt of notice that the Internal Revenue Service or any
state or local taxing authority intends to examine any Partnership income tax
returns. The Tax Matters Partner shall promptly notify the Partners of the
commencement of any administrative or judicial proceedings involving the tax
treatment of items of Partnership income, loss, deductions and credits, and
shall further keep the Partners fully informed of all material developments
involved in such proceedings.


                                 ARTICLE VIII
                TRANSFER OR ASSIGNMENT OF PARTNERSHIP INTERESTS

 
          8.1  Restrictions on Transfer. Each Partner may Transfer all or any
portion of its rights or Interest in the Partnership, but may not withdraw or
retire from the Partnership without the prior written consent of the Managing
General Partner; provided, however, that no Transfer will be permitted until the
Transferee (a) delivers to the Managing General Partner a written instrument
evidencing such Transfer; (b) executes a copy of this Agreement accepting and
agreeing to all of the terms, conditions and provisions of this Agreement; and
(c) pays to the Partnership its reasonable out-of-pocket costs and expenses
incurred in connection with such Transfer and the admission of the Transferee as
a Partner.

          8.2  Admission of Transferees. A Transferee of an Interest in the
Partnership in accordance with the provisions of Section 8.1 of this Article
VIII shall be admitted as a Partner with respect to the Interest Transferred
upon the fulfillment of such provisions. Until such provisions are fulfilled, a
Transferee shall not be admitted as a Partner in the Partnership or otherwise be
recognized by the Partnership as having any rights as a Partner, including any
right to receive distributions from the Partnership (directly or indirectly) or
to acquire an interest in the capital or profits of the Partnership.

                                      25
<PAGE>
 
                                  ARTICLE IX
                          DISSOLUTION AND WINDING UP

          9.1  Liquidating Events. The Partnership shall dissolve and commence
winding up and liquidating upon the first to occur of any of the following
("Liquidating Events"):

          (a)  December 31, 2047;

          (b)  the sale of all or substantially all of the Property;

          (c)  the unanimous agreement of all Partners;

          (d)  the happening of any other event that makes it unlawful,
     impossible or impractical to carry on the business of the Partnership; or

          (e)  an event of dissolution required under the Act. The Partners
     hereby agree that, notwithstanding any provision of the Act or the Illinois
     Uniform Partnership Act, the Partnership shall not dissolve prior to the
     occurrence of a Liquidating Event. Furthermore, if an event specified in
     Section 9.1(e) hereof occurs, the remaining Partners may, within ninety
     (90) days of the date such event occurs, unanimously vote to elect a
     successor General Partner (if necessary) and continue the Partnership
     business, in which case the Partnership shall not dissolve and the
     occurrence of the event under Section 9.1(e) shall not be deemed a
     Liquidating Event. The Partners further agree that in the event the
     Partnership is dissolved prior to a Liquidating Event, the Partnership may
     be continued upon the unanimous vote of the existing Partners at such time
     to so continue the Partnership, provided such vote occurs within thirty
     (30) days of the event triggering such dissolution.

          9.2  Winding Up. Upon the occurrence of a Liquidating Event, the
Partnership shall continue solely for the purpose of winding up its affairs in
an orderly manner, liquidating its assets and satisfying the claims of its
creditors and Partners. No Partner shall take any action that is inconsistent
with, or not necessary to or appropriate for, the winding up of the
Partnership's business and affairs. The Managing General Partner (or, in the
event there is no Managing General Partner, the other Partners or any Person
elected by a majority of the other Partners) shall be responsible for overseeing
the winding up and dissolution of the Partnership and shall take full account of
the Partnership's liabilities and the Partnership Property shall be liquidated
as promptly as is consistent with obtaining the fair value thereof,

                                      26
<PAGE>
 
and the proceeds therefrom, to the extent sufficient, shall be applied and
distributed in the following order:

          (a)  First, to the payment and discharge of all of the Partnership's
     debts and liabilities to creditors other than Partners;

          (b)  Second, to the payment and discharge of all of the Partnership's
     debts and liabilities to Partners; and

          (c)  The balance, if any, to the General Partners and Limited Partners
     in accordance with their respective Capital Accounts, after giving effect
     to all contributions, distributions and allocations for all periods.

          9.3  Liquidating Trust. In the discretion of the Managing General
Partner (or such other Person responsible for overseeing the winding up and
dissolution of the Partnership), a pro rata portion of the distributions that
would otherwise be made to the General Partners and Limited Partners pursuant to
this Article IX may be:

          (a)  distributed to a trust established for the benefit of the General
     Partners and the Limited Partners, provided such trust is a liquidating
     trust or a grantor trust for federal income tax purposes, for the purpose
     of liquidating Partnership assets, collecting amounts owed to the
     Partnership and paying any contingent or unforeseen liabilities or
     obligations of the Partnership or of the Partners arising out of or in
     connection with the Partnership. The assets of any such trust shall be
     distributed to the General Partners and the Limited Partners from time to
     time at such times and in such amounts as determined, in the reasonable
     discretion of the Managing General Partner (or such other Person
     responsible for overseeing the winding up and dissolution of the
     Partnership), to be appropriate in the same proportions as the amount
     distributed to such trust by the Partnership would otherwise have been
     distributed to the General Partners and the Limited Partners pursuant to
     this Agreement; or

          (b)  withheld to provide a reasonable reserve for Partnership
     liabilities (contingent or otherwise) and to reflect the unrealized portion
     of any installment obligations owed to the Partnership, provided that such
     withheld amounts shall be distributed to the General Partners and the
     Limited Partners as soon as practicable.

                                      27
<PAGE>
 
                                   ARTICLE X
                                 MISCELLANEOUS

          10.1 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given on the
date of service if served personally; three (3) business days after the date of
mailing, if mailed, by first class mail, registered or certified, postage
prepaid; one (1) business day after delivery to the courier if sent by private
receipt courier guaranteeing next day delivery, delivery charges prepaid, and in
each case, addressed as follows:

          If to BLC, to:

               Brookdale Living Communities, Inc.  
               77 West Wacker Drive                
               Chicago, Illinois 60601             
               Attention:  President               
               Facsimile No.: (312) 917-0460        

               with a copy to:                      
                                                    
               Winston & Strawn                     
               35 West Wacker Drive                 
               Chicago, Illinois 60601              
               Attention:  Wayne D. Boberg, Esq.    
               Facsimile No.:  (312) 558-5700       
                                                    
               and to:                              
                                                    
               Brookdale Living Communities, Inc.   
               77 West Wacker Drive                 
               Chicago, Illinois 60601              
               Attention:  Michael W. Reschke       
               Facsimile No.: (312) 917-1511         


          and, if to BHI, to:

               Brookdale Holdings, Inc.         
               77 West Wacker Drive             
               Chicago, Illinois 60601          
               Attention:  President            
               Facsimile No.: (312) 917-0460    
                                                
               with a copy to:                  
                                                
               Winston & Strawn                 
               35 West Wacker Drive             
               Chicago, Illinois 60601           

                                      28
<PAGE>
 
               Attention:  Wayne D. Boberg, Esq.      
               Facsimile No.:  (312) 558-5700         
                                                      
               and to:                                
                                                      
               Brookdale Living Communities, Inc.     
               77 West Wacker Drive                   
               Chicago, Illinois 60601                
               Attention:  Michael W. Reschke         
               Facsimile No.: (312) 917-1511           

or at such other place as the respective Partner may, from time to time,
designate in a written notice to the other Partners. All communications among
Partners in the normal course of the Partnership business shall be deemed
sufficiently given if sent by regular mail, postage prepaid.

          10.2 Binding Effect. Except as otherwise provided in this Agreement,
every covenant, term and provision of this Agreement shall be binding upon and
inure to the benefit of the Partners and their respective heirs, legatees, legal
representatives, successors, transferees and assigns.

          10.3 Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforced by any creditor of the Partnership or any Partner.

          10.4 Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No single or partial exercise by any party of any right, power or
remedy hereunder shall preclude any other or further exercise thereof.

          10.5 Construction. Every covenant, term and provision of this
Agreement shall be construed simply according to its fair meaning and not
strictly for or against any Partner.

          10.6 Headings. Section and other headings contained in this Agreement
are for reference purposes only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof.

          10.7 Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or
legality of the remainder of this Agreement.

                                      29
<PAGE>
 
          10.8   Incorporation by Reference. Every exhibit, schedule and other
appendix attached to this Agreement and referred to herein is hereby
incorporated in this Agreement by reference.

          10.9   Further Action. Each Partner, upon the request of the Managing
General Partner, agrees to perform all further acts and execute, acknowledge and
deliver any documents which may be reasonably necessary, appropriate or
desirable to carry out the provisions of this Agreement.

          10.10  Variation of Pronouns. All pronouns and any variations thereof
shall be deemed to refer to masculine, feminine or neuter, singular or plural,
as the identity of the Person or Persons may require.

          10.11  Governing Law. The laws of the State of Illinois shall govern
the validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the Partners, without regard to the
principles of conflicts of laws.

          10.12  Waiver of Action for Partition. Each of the Partners
irrevocably waives any right that it may have to maintain any action for
partition with respect to any of the Partnership Property.

          10.13  Counterpart Execution. This Agreement may be executed in any
number of counterparts with the same effect as if all of the Partners had signed
the same document. All counterparts shall be construed together and shall
constitute one agreement.

                           [signature page follows]


                                      30
<PAGE>
 
          IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day first above set forth.

                                    GENERAL PARTNER:
                                    --------------- 

                                    BROOKDALE HOLDINGS, INC., a Delaware 
                                    corporation

                                    By:  /s/ Mark J. Schulte
                                        --------------------------------

                                        Its: President
                                             ---------------------------

                                    LIMITED PARTNER:
                                    --------------- 

                                    BROOKDALE LIVING COMMUNITIES, INC., 
                                    a Delaware corporation

                                    By:  /s/ Mark J. Schulte
                                        --------------------------------

                                        Its: President
                                             ---------------------------


                                      31
<PAGE>
 
                                   EXHIBIT A
                                   ---------


                             AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                    PONDS OF PEMBROKE LIMITED PARTNERSHIP,
                        AN ILLINOIS LIMITED PARTNERSHIP



<TABLE>
<CAPTION>
                                                   GROSS ASSET VALUE OF  PERCENTAGE
NAMES AND ADDRESSES         CAPITAL CONTRIBUTIONS  PROPERTY CONTRIBUTED   INTERESTS
-------------------         ---------------------  --------------------  ----------
<S>                         <C>                    <C>                   <C> 
GENERAL PARTNER
Brookdale Holdings, Inc.
77 West Wacker Drive                N/A                    N/A                1%     
Chicago, Illinois 60601                                                              
                                                                                     
LIMITED PARTNER                                                                      
Brookdale Living                                                                     
  Communities, Inc.                                                                  
77 West Wacker Drive                N/A                    N/A               99%      
Chicago, Illinois 60601
                                 __________                                 ____
  TOTALS                            N/A                                     100%
                                    ===                                     ====
</TABLE>
<PAGE>
 
                                   EXHIBIT B
                                   ---------


                              PROJECT DESCRIPTION
<PAGE>
 
 
     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above set forth.

                                    GENERAL PARTNER:
                                    ---------------

                                    BROOKDALE HOLDINGS, INC., a Delaware
                                    corporation


                                    By: /s/ Mark J. Schulte
                                        ------------------------------
                                        Its: President
                                             -------------------------

                                    LIMITED PARTNER:
                                    ---------------

                                    BROOKDALE LIVING COMMUNITIES, INC.,
                                    a Delaware corporation


                                    By: /s/ Mark J. Schulte
                                        ------------------------------
                                        Its: President
                                             -------------------------



                                      31