ELEVENTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS


         THIS ELEVENTH  AMENDMENT TO LOAN AGREEMENT AND  DOCUMENTS,  dated as of
May 21, 1999 (this "Amendment"), is entered into by and between BROOKDALE LIVING
COMMUNITIES, INC., a Delaware corporation (the "Borrower"), and LaSALLE NATIONAL
BANK, a national banking association (the "Bank").

                                   WITNESSETH

         WHEREAS,  Borrower has previously  executed and delivered to the Bank a
certain  Note dated April 27,  1998 in the  original  principal  amount of up to
Fifteen  Million Dollars  ($15,000,000.00)  (the "Original  Note")  evidencing a
certain loan (the "Loan") set forth more fully in and governed by a certain Loan
Agreement  of that same date to which  the Bank is also a party  (the  "Original
Loan Agreement"); and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution and delivery to the Bank of a certain  Amended and Restated Note dated
July 16, 1998 increasing the principal amount of the Loan by $10,000,000.00,  on
an interim basis only, from  $15,000,000.00 to $25,000,000.00  (the "Amended and
Restated Note") and a certain First Amendment to Loan Agreement and Documents of
that same date to which the Bank is also a party (the  "First  Amendment")  that
(a) increased the principal  amount of the Loan on an interim basis as aforesaid
and (b)  permitted  a portion of the Loan to be  reserved  for the  issuance  of
standby  Letters of Credit by the Bank to and for the benefit of  municipalities
and other  governmental  units in connection with projects developed by Borrower
from time to time as set forth more fully therein; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Second  Amendment  to Loan
Agreement and Documents dated October 14, 1998 to which the Bank is also a party
(the  "Second  Amendment")  wherein  (a) the Bank  consented  to the  Borrower's
proposed issuance of a convertible  subordinated and unsecured note to OZ Master
Fund, Ltd. in the principal amount of Ten Million Dollars ($10,000,000.00),  (b)
the Bank  permitted  the Borrower to guarantee  financing  from other  financial
institutions  to certain  Subsidiaries  of Borrower in  connection  with certain
development  projects  located in New York,  New York (Battery Park City),  Glen
Ellyn,  Illinois  and  Raleigh,  North  Carolina,  which  projects  were  to  be
originally  financed  by  Nomura  Asset  Capital  Corporation,  (c) the Event of
Default set forth in Section  7.01(O) of the Loan  Agreement  was  modified  and
restructured,  and (d) the  Interim  Maturity  Date was  extended to November 3,
1998; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank  of a  certain  Third  Amendment  to Loan
Agreement and Documents dated October 20, 1998 to which the Bank is also a party
(the "Third  Amendment")  wherein (a) the Maximum  Revolving Loan Commitment was
frozen at $24,953,750.00, (b) the Interim Maturity Date was extended to November
3,  1998,  (c) it was  agreed  that,  on  the  Interim  Maturity  Date  (x)  the
outstanding  principal balance of the Loan was to be reduced to  $10,000,000.00,
and (y) the principal  amount of the Loan and Maximum  Revolving Loan Commitment
were  to  be  decreased  from   $25,000,000.00   to  an  amount  not  to  exceed
$10,000,000.00,  (d) the Interim Interest Rate and the Revised Default Rate were
adjusted,  and (e)  certain  additional  changes to the Maximum  Revolving  Loan
Commitment  were mandated based upon the Stock Price of the Company from time to
time,  all of the  foregoing as set forth more fully in and subject to the terms
and conditions of the Third Amendment; and



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         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Fourth  Amendment  to Loan
Agreement and Documents dated November 3, 1998 to which the Bank is also a party
(the "Fourth Amendment") wherein (a) the Interim Maturity Date was extended to a
date  certain  which was the first to occur of (x) the earlier of  November  30,
1998,  or (y) the date on which  Borrower  closed on the Offering (as defined in
the Fourth Amendment),  and (b) it was agreed that, on the Interim Maturity Date
(x) the  outstanding  principal  balance  of the Loan was to be  reduced to zero
($0.00)  provided that the Offering had closed,  (y) the  outstanding  principal
balance of the Loan was to be reduced to  $10,000,000.00  regardless  of whether
the Offering had closed,  and (z) the  principal  amount of the Loan and Maximum
Revolving Loan Commitment were to be decreased from  $25,000,000.00 to an amount
not to exceed $10,000,000.00  regardless of whether the Offering had closed, all
of the  foregoing  as set  forth  more  fully in and  subject  to the  terms and
conditions of the Fourth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and delivery to the Bank of a certain Third Amended and Restated Note
dated  December 21, 1998 (the "Third  Amended and Restated  Note") and a certain
Fifth  Amendment to Loan  Agreement and Documents of that same date to which the
Bank is also a party (the "Fifth Amendment") wherein the principal amount of the
Loan and the Maximum Revolving Loan Commitment was increased from $10,000,000.00
to  $15,000,000.00,  as set forth  more  fully in and  subject  to the terms and
conditions of the Fifth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution and delivery to the Bank of a certain Fourth Amended and Restated Note
dated  January 15, 1999 (the "Fourth  Amended and Restated  Note") and a certain
Sixth  Amendment to Loan  Agreement and Documents of that same date to which the
Bank is also a party (the "Sixth Amendment") wherein the principal amount of the
Loan and the Maximum Revolving Loan Commitment was increased from $15,000,000.00
to  $25,000,000.00,  as set forth  more  fully in and  subject  to the terms and
conditions of the Sixth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the Bank of a  certain  Seventh  Amendment  to Loan
Agreement and Documents dated January 25, 1999 (the "Seventh Amendment") wherein
the Bank consented to the Borrower's execution of FBR Loan Documents (as defined
in the  Seventh  Amendment)  to enable the  Borrower  to obtain the FBR Loan (as
defined in the Seventh Amendment); and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Eighth  Amendment  to Loan
Agreement and Documents  dated March 24, 1999 (the "Eighth  Amendment")  wherein
the Bank  consented to the  Borrower's  request to (a) extend the latest date on
which  the  Bank  may  issue a  Letter  of  Credit  to and for  the  benefit  of
municipalities and other governmental or quasi-governmental  units or to and for
the benefit of Battery Park City Authority in connection with projects developed
by Borrower from April 1, 1999 to December 31, 1999,  (b) extend the expiry date
of any  existing  Letters of Credit  from April 1, 1999 to a date not later than
December  31,  1999,  and (c) permit the  expiry  date of any  Letters of Credit
issued  subsequent  to the date thereof to be a date not later than December 31,
1999, all as set forth more fully in the Eighth Amendment; and

     WHEREAS,  the Loan was  subsequently  modified  and  amended by  Borrower's
execution  and  delivery  to the  Bank  of a  certain  Ninth  Amendment  to Loan
Agreement and Documents dated April 14, 1999 (the "Ninth Amendment") wherein the
Bank  consented to the  Borrower's  request to increase the Loan and the Maximum
Revolving Loan Commitment from Twenty Five Million Dollars  ($25,000,000.00)  to
Twenty Nine Million Dollars ($29,000,000.00), as further evidenced by Borrower's
execution  and delivery to the Bank of a certain Fifth Amended and Restated Note
dated April 14, 1999 (the "Fifth Amended and Restated Note"); and


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         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank  of a  certain  Tenth  Amendment  to Loan
Agreement and Documents dated April 26, 1999 (the "Tenth Amendment") wherein the
Bank consented to the Borrower's  request to extend the Maturity Date from April
26,  1999 to May 21,  1999,  all as set forth more fully in the Tenth  Amendment
(the  Original Loan  Agreement,  as amended by the First  Amendment,  the Second
Amendment,  the Third Amendment,  the Fourth Amendment, the Fifth Amendment, the
Sixth  Amendment,  the  Seventh  Amendment,  the  Eighth  Amendment,  the  Ninth
Amendment,  the Tenth  Amendment and this Amendment is herein referred to as the
"Loan Agreement"); and

         WHEREAS,  subject  to the  terms  and  conditions  of  this  Amendment,
Borrower has requested the Bank to extend the Maturity Date from May 21, 1999 to
July 30,  1999,  which  the Bank is  willing  to do  subject  to the  terms  and
conditions set forth herein.

         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  prescribed  in the Loan  Agreement  and the  Documents  referred to
therein.

         2.  Maturity  Date.  The term  "Maturity  Date" is hereby  amended  and
restated to mean July 30, 1999. On the Maturity Date, the outstanding  principal
balance of the Loan  together with any accrued but unpaid  interest  thereon and
any other costs or amounts owed to the Bank  hereunder,  excluding the aggregate
amount of any LC Reserves  outstanding  on the Maturity  Date which shall be due
and payable on the LC Maturity Date pursuant to the Loan Agreement, shall be due
and paid in full.

         3. Interim Maturity Date Stricken. Effective as the of the date of this
Amendment, the Interim Maturity Date is hereby stricken from the Loan Agreement.

         4. FBR Loan Repaid.  Borrower  represents and warrants to the Bank that
on May 14,  1999 the FBR Loan was  paid in full and  Borrower  covenants  not to
borrow any amounts from FBR without the consent of the Bank.

         5. Designated  Senior Debt.  Borrower  acknowledges  and represents and
warrants  to the  Bank  that (a) the Loan  and any  disbursements  of the  Loan,
including any amounts of the Loan  constituting  the LC Reserve,  and Borrower's
obligation  to repay the amounts of  principal  and interest due on the Loan (i)
are  expressly  superior to the  Securities  (as defined and  described  in that
certain  Indenture  dated as of May 14, 1999  between  Borrower and State Street
Bank  and  Trust  Company,  as  Trustee)  [the  "Indenture"]  and to  Borrower's
obligation to repay the amounts of principal and interest on the  Securities (as
defined and described in the Indenture),  and (ii) constitute  Designated Senior
Debt for  purposes  of and as defined in the  Indenture,  and (b) the Bank shall
have and be  entitled  to all rights and  benefits  of the holder of  Designated
Senior Debt under and pursuant to the Indenture.

         6. Indenture. Borrower further agrees and covenants to the following in
connection with the Indenture:

                  (a) any Event of Default  under the  Indenture  or any default
         under  the  Transaction  Documents  (as  defined  in  the  Supplemental
         Indenture  dated as of May 14, 1999  between  Borrower and State Street
         Bank  and  Trust   Company,   as  Trustee)  shall   automatically   and
         simultaneously  constitute an Event of Default under the Loan Agreement
         and Loan Documents;


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                  (b) Borrower shall not amend or be a party to any amendment of
         any of the Transaction  Documents  without the prior written consent of
         the Bank;

                  (c) Borrower shall not directly or indirectly  redeem or cause
         the  redemption  of the  Securities,  in whole or in part,  without the
         prior written consent of the Bank;

                  (d)  Borrower  shall  notify the Bank of any Payment  Blockage
         Notice (as defined in Section 1303 of the Indenture)  that Borrower has
         received or of which it is aware,  within one (1) day after  receipt of
         the same by Borrower or within one (1) day after Borrower becomes aware
         of the same; and

                  (e) Borrower shall not make any payment of principal, interest
         or premium (whether by redemption, purchase, retirement,  defeasance or
         otherwise)  to the Trustee or any Holder (as defined in the  Indenture)
         with  respect  to the  Securities  upon the  occurrence  and during the
         pendency  of an Event of  Default  under  the  Loan  Agreement  or Loan
         Documents,  except for certain payments under the  circumstances and to
         the extent expressly permitted under the Indenture.

         7. Payment of Fees.  Borrower  shall pay the  reasonable  legal fees of
Bank counsel in connection  with the  preparation  of this Amendment and matters
related thereto.

         8. Reaffirmation. To the extent any term(s) or condition(s) in the Loan
Agreement or any of the  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
Agreement  and the  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  Agreement and the Documents as amended  herein.  There are no
other changes to the Documents, including without limitation the Loan Agreement,
except  for the  changes  specifically  set forth  herein.  Notwithstanding  the
foregoing, Borrower acknowledges and agrees that in addition to amending certain
terms and  conditions of the Loan,  this  Amendment  restates  certain terms and
conditions  previously set forth in the Loan Agreement.  Any terms or conditions
set forth in the Loan Agreement that are not specifically amended or modified by
this Amendment,  even if not specifically  restated herein, shall remain binding
on the parties hereto.

         9. No Waiver. No failure or delay on the part of the Bank in exercising
any right,  power or remedy hereunder or under any other Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further  exercise  thereof or the exercise
of any other right,  power or remedy hereunder or under any other Document.  The
remedies  herein  provided and under any other  Document are  cumulative and not
exclusive of any remedies provided by law.

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


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<PAGE>


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

         12.  Illinois  Law To  Govern.  This  Amendment  and  each  transaction
contemplated  hereunder  shall be deemed to be made under and shall be construed
and interpreted in accordance with the laws of the State of Illinois.

         13.  Binding  Effect.  The terms,  provisions  and  conditions  of this
Amendment  shall be binding  upon and inure to the  benefit  of each  respective
party and their respective legal representatives, successors and assigns.

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

                                   BORROWER:

                                   BROOKDALE LIVING COMMUNITIES, INC.



                                   By:  /s/ R. Stanley Young
                                        ---------------------------------------
                                   Print Name:    R. Stanley Young
                                   Title:    Senior Vice President Finance
                                             and Treasurer

ATTEST:

By:  /s/ Sheryl A. Wolf
     --------------------
Print Name:    Sheryl A. Wolf
Title:         Vice President & Controller


                                   BANK:

                                   LaSALLE NATIONAL BANK

                                   By:    /s/ David E. Heise
                                        ---------------------------------------
                                   Print Name:   David E. Heise
                                   Title:  Commercial Banking Officer



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