exhibit10_1.htm


    
            

                          EXECUTION
          VERSION              
    



     

    FIRST
      AMENDMENT, CONSENT AND

    WAIVER
      TO
      CREDIT AGREEMENT

     

    FIRST
      AMENDMENT, CONSENT AND WAIVER, dated as of October 10, 2007 (this
“Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
      November 15, 2006 (as the same may be further amended, supplemented,
      extended or restated, or otherwise modified from time to time, the “Credit
      Agreement”), among BROOKDALE SENIOR LIVING INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or
      entities from time to time parties to this Agreement (the “Lenders”),
      LEHMAN BROTHERS INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers
      and joint bookrunners (in such capacity, the “Joint Lead Arrangers”),
      GOLDMAN SACHS CREDIT PARTNERS L.P., LASALLE BANK NATIONAL ASSOCIATION and BANC
      OF AMERICA SECURITIES LLC, as co-arrangers (in such capacity, the
“Co-Arrangers”), LASALLE BANK NATIONAL ASSOCIATION and BANK OF AMERICA,
      N.A., as co-syndication agents (in such capacity, the “Co-Syndication
      Agents”), GOLDMAN SACHS CREDIT PARTNERS L.P. and CITICORP NORTH AMERICA,
      INC., as co-documentation agents (in such capacity, the “Co-Documentation
      Agents”) and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such
      capacity, the “Administrative Agent”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Borrower has requested that the Lenders amend the Credit Agreement to
      clarify that certain types of guarantees are excluded from the definition of
      “Indebtedness”;

     

    WHEREAS,
      the Borrower has requested that the Lenders also amend the Credit Agreement
      to
      permit additional Investments among other amendments; and

     

    WHEREAS,
      the Lenders have agreed to amend the Credit Agreement solely upon the terms
      and
      conditions set forth herein;

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements hereinafter
      set
      forth, the parties hereto hereby agree as follows:

     

    1.  Defined
      Terms.  Unless otherwise noted herein, terms defined in the Credit
      Agreement and used herein shall have the meanings given to them in the Credit
      Agreement.

     

    2.  Amendment
      to Section 1.1 of the Credit Agreement (Defined Terms).

     

    (a)  Section 1.1
      of the Credit Agreement is hereby amended by adding the following new defined
      terms in the appropriate alphabetical order:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        2

      

       

    

      “Construction
      Completion Obligation”:  the obligation of any Subsidiary of the
      Borrower to complete the construction of a community to be completed by such
      Subsidiary.

     

      “Effective
      Termination Date”:  as defined in Section 2.6.

     

      “Entrance
      Fee Refund”:  the obligation of any Subsidiary to refund all or a
      portion of any entrance fee paid by a resident of a community owned and/or
      operated by a Subsidiary upon the termination of such resident’s occupancy,
      including but not limited to such obligations structured through master trusts
      or similar arrangements.

     

      “First
      Amendment”:  the First Amendment to this Agreement, dated as of
      October 10, 2007.

     

      “First
      Amendment Effective Date”:  the “Amendment Effective Date” as
      defined in the First Amendment.

     

      “Operating
      Deficits”:  community expenses (including any debt service) of a
      pre-stabilized and/or newly constructed community owned and/or operated by
      a
      Subsidiary to the extent they exceed the operating revenues at such
      community.

     

    (b)  Section 1.1
      of the Credit Agreement is hereby further amended by inserting at the end of
      the
      definition of “Capital Lease Obligations” the words “For the avoidance of doubt,
“Capital Lease Obligations” shall not include leases of operating assets which
      are required to be classified and accounted for as a capital lease by
      GAAP.

     

    (c)  Section 1.1
      of the Credit Agreement is hereby further amended by deleting the last sentence
      in the definition of “Indebtedness” and inserting the following at the end of
      the definition:

     

      “For
      the
      avoidance of doubt, “Indebtedness” shall not include any guarantee by the
      Borrower or any of its Subsidiaries of obligations under, or relating to, any
      operating lease, Construction Completion Obligation and Entrance Fees
      Refund.”

     

    (d)  Section
      1.1 of the Credit Agreement is hereby further amended by deleting the
      definitions of “Consolidated Adjusted Debt”, “Consolidated Total Debt”, “LaSalle
      L/C Termination Date” and “Revolving Credit Termination Date” and substituting
      in lieu thereof the following new definitions in the appropriate alphabetical
      order:

     

    “Consolidated
      Adjusted Debt”:  at any date, an amount equal to (a) Funded
      Debt of the Borrower and its Subsidiaries on such date, determined on a
      consolidated basis in accordance with GAAP plus (b) the product of
      Consolidated Lease Expense for the period of four consecutive fiscal quarters
      most recently ended on or prior to such date multiplied by eight minus
      (c) the amount of cash and Cash Equivalents held by the Borrower and its
      Subsidiaries on such date (provided that, the amount deducted pursuant to
      this clause (c) shall not exceed $80,000,000 on any date of
      determination).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        3

      

       

    

    “Consolidated
      Total Debt”:  at any date, an amount equal to (x) without
      duplication, the aggregate principal amount of all Indebtedness of the Borrower
      and its Subsidiaries at such date, determined on a consolidated basis in
      accordance with GAAP minus (y) the amount of cash and Cash
      Equivalents held by the Borrower and its Subsidiaries on such date
      (provided that, the amount deducted pursuant to this
      clause (y) shall not exceed $80,000,000 on any date of
      determination).

     

    “LaSalle
      L/C Termination Date”:  November 15, 2008 or such later date as
      extended pursuant to Section 2.6.

     

    “Revolving
      Credit Termination Date”:  November 15, 2008 or such later date as
      extended pursuant to Section 2.6.

     

    3.  Amendment
      to Section 2.1 of the Credit Agreement (Revolving Credit
      Commitments).  Section 2.1(a) of the Credit Agreement is
      hereby amended by deleting the proviso at the end of such Section in its
      entirety and substituting in lieu thereof the following new
      proviso:

     

    “,
      provided that, (i) no Revolving Credit Loan shall be made as a
      Eurodollar Loan after the day that is one month prior to the Revolving Credit
      Termination Date then in effect unless the Borrower has elected to extend such
      Effective Termination Date pursuant to Section 2.6 and (ii) if the Revolving
      Credit Termination Date has been extended in accordance with Section 2.6 hereof,
      no Revolving Credit Loan shall be made as a Eurodollar Loan after the date
      that
      is one month prior to the Revolving Credit Termination Date then in
      effect.”

     

    4.  Amendment
      to Section 2.6 of the Credit Agreement (Extension of the Maturity
      Date).  Section 2.6 of the Credit Agreement is hereby amended
      by deleting such Section in its entirety and substituting in lieu thereof the
      following:

     

    “2.6           Extension
      of the Termination Dates.  (a)  During the period
      commencing not more than 90 days prior to, and ending not less than 30 days
      prior to, the Revolving Credit Termination Date and/or the LaSalle L/C
      Termination Date, as applicable, then in effect (each, an “Effective
      Termination Date”), the Borrower may request a three month extension of the
      Revolving Credit Termination Date and/or the LaSalle L/C Termination Date by
      delivering written notice (an “Extension Request Notice”) of such request
      to the Administrative Agent, which the Administrative Agent shall distribute
      promptly to the applicable Lenders, provided that, (i) the Borrower
      may not submit more than two Extension Request Notices for each of the Revolving
      Credit Facility or the LaSalle L/C Facility and (ii) the Borrower may
      deliver an Extension Request Notice for the first such extension on or after
      the
      First Amendment Effective Date.

     

    (b)           Each
      extension of each of the Revolving Credit Termination Date and the LaSalle
      L/C
      Termination Date shall become automatically effective on the applicable
      Effective Termination Date subject to the satisfaction of the following
      conditions precedent:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        4

      

       

    

    (i)           with
      respect to each extension of the Revolving Credit Termination Date, the Borrower
      shall pay to the Administrative Agent, for distribution to each Revolving Credit
      Lender which holds a Revolving Credit Commitment on the applicable Effective
      Termination Date, a one-time fee in an amount equal to 0.1875% of the Revolving
      Credit Commitment of such Lender on such date (or, if the Revolving Credit
      Commitments have been terminated, the aggregate principal amount of the
      Revolving Credit Loans then outstanding);

     

    (ii)           with
      respect to each extension of the LaSalle L/C Termination Date, the Borrower
      shall pay to the Administrative Agent, for distribution to LaSalle, a one-time
      fee in an amount equal to 0.1875% of the LaSalle L/C Commitment on the
      applicable Effective Termination Date (or, if the LaSalle L/C Commitment has
      been terminated, the aggregate amount of LaSalle L/C Obligations on such date);
      and

     

    (iii)           no
      Default or Event of Default shall have occurred and be continuing either on
      the
      date that the Borrower has delivered to the Administrative Agent the request
      to
      extend the Revolving Credit Termination Date and/or the LaSalle L/C Termination
      Date, or on the applicable Effective Termination Date in effect immediately
      prior to giving effect to such extension.”

     

    5.  Amendment
      to Section 2.11 of the Credit Agreement (Conversion and Continuation
      Options).  Section 2.11(a) of the Credit Agreement is hereby
      amended by deleting the second sentence thereof in its entirety and substituting
      in lieu thereof the following:

     

    “The
      Borrower may elect from time to time to convert Base Rate Loans to Eurodollar
      Loans by giving the Administrative Agent at least three Business Days’ prior
      irrevocable notice of such election (which notice shall specify the length
      of
      the initial Interest Period therefor), provided that no Base Rate Loan
      under a particular Facility may be converted into a Eurodollar Loan (i) when
      any
      Event of Default has occurred and is continuing and the Administrative Agent
      has, or the Required Lenders have, determined in its or their sole discretion
      not to permit such conversions or (ii) after the date that is one month prior
      to
      the Revolving Credit Termination Date then in effect unless the Borrower has
      elected to extend the Revolving Credit Termination Date pursuant to Section
      2.6
      and, if the Revolving Credit Termination Date has been extended in accordance
      with Section 2.6 hereof, no Revolving Credit Loan shall be made as a Eurodollar
      Loan after the date that is one month prior to the Revolving Credit Termination
      Date then in effect.”

     

    6.  Amendment
      to Section 6.11 of the Credit Agreement (Additional Collateral,
      etc.).  Section 6.11 of the Credit Agreement is hereby
      amended by inserting immediately following the words “created or acquired in
      connection with an Acquisition” the words “with a purchase price exceeding
      $10,000,000”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        5

      

       

    

    7.  Amendment
      to Section 7.1 of the Credit Agreement (Financial Condition
      Covenants).  Section 7.1(a) of the Credit Agreement is hereby
      amended by deleting the table set forth in such Section in its entirety and
      substituting in lieu thereof the following new table:

    
      	
              
                 

                Fiscal
                  Quarter

              

            	
              
                 

                Consolidated

                Leverage
                  Ratio

              

            
	
              FQ4
                2006 through FQ2 2008

            	
              7.25
                to 1.00

            
	
              FQ3
                2008 through FQ4 2008

            	
              7.00
                to 1.00

            
	
              FQ1
                2009 and each fiscal quarter thereafter

            	
              6.75
                to 1.00

            


    

     

    8.  Amendments
      to Section 7.2 of the Credit Agreement (Limitation on
      Indebtedness).

     

    (a)  Section 7.2(c)
      of the Credit Agreement is hereby amended by deleting clause (i) of such
      Section in its entirety and substituting in lieu thereof the following new
      clause (i):

     

    “(i)  assumed
      by the Borrower and its Subsidiaries in connection with any Acquisition;
provided that, at the time of the assumption of such Capital Lease
      Obligations, a certificate of a Responsible Officer shall have been delivered
      to
      the Administrative Agent, which shall include a computation demonstrating Pro
      Forma Compliance with the financial covenants contained in Section 7.1
      after giving effect to such Capital Lease Obligations if either (x) the
      aggregate amount of such Capital Lease Obligations assumed by the Borrower
      and
      its Subsidiaries in connection with such Acquisition exceeds $1,000,000 or
      (y) the aggregate amount of such Capital Lease Obligations assumed by the
      Borrower and its Subsidiaries in connection with Acquisitions since the Closing
      Date exceeds $25,000,000 at any one time outstanding; and provided
further that, such Capital Lease Obligations existed at the time of
      such Acquisition and were not created in connection therewith or in
      contemplation thereof, or”

     

    (b)  Section 7.2(e)
      of the Credit Agreement is hereby amended by deleting clause (vi) of such
      Section in its entirety and substituting in lieu thereof the following new
      clause (vi):

     

    “(vi)  obligations
      of any Subsidiary in an aggregate amount not exceeding (A) $150,000,000 at
      any
      one time outstanding to the extent not otherwise permitted by
      Section 7.2(d) or clauses (i), (ii), (iii), (iv) or (v) of this
      Section 7.2(e) minus (B) the amount of Investments made in
      accordance with Section 7.7(j)(iii);”

     

    (c)  Section 7.2(f)
      of the Credit Agreement is hereby amended by deleting the words following
“provided further that” and substituting in lieu thereof the
      following:

     

    “after
      giving effect to such additional Indebtedness, (i) the Borrower shall be in
      Pro Forma Compliance with the financial covenants contained in Section 7.1
      hereof and (ii) no Event of Default shall exist.  For such
      Indebtedness exceeding $100,000,000 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        6

      

       

    

    individually,
      at the time of or prior to the incurrence of such Indebtedness, the Borrower
      shall deliver to the Administrative Agent a pro forma Compliance
      Certificate certifying (and including computations in reasonable detail) that,
      after giving effect to such additional Indebtedness, the requirements in
      clauses (i) and (ii) of this Section 7.2(f) have been
      met.  For the purposes of this Section 7.2, pledges of Hedge
      Agreements and posting of letters of credit in lieu of reserves shall not
      constitute credit support;”

    
       

    

    (d)  Section 7.2(h)
      of the Credit Agreement is hereby amended by deleting such Section in its
      entirety and substituting in lieu thereof the following:

     

    “(h)           Indebtedness
      (excluding any Recourse Indebtedness except to the extent such Recourse
      Indebtedness does not exceed $75,000,000 in the aggregate outstanding at any
      one
      time) assumed by the Borrower or any Subsidiary in connection with any
      Acquisition; provided that, such Indebtedness existed at the time of such
      Acquisition and was not created in connection therewith or in contemplation
      thereof; and provided further that, after giving effect to such
      additional Indebtedness, (i) the Borrower shall be in Pro Forma Compliance
      with the financial covenants contained in Section 7.1 hereof and
      (ii) no Event of Default shall exist.  For such Indebtedness
      exceeding $100,000,000 individually, at the time of or prior to the incurrence
      of such Indebtedness, the Borrower shall deliver to the Administrative Agent
      a
pro forma Compliance Certificate certifying (and including
      computations in reasonable detail) that, after giving effect to such additional
      Indebtedness, the requirements in clauses (i) and (ii) of this
      Section 7.2(h) have been met;”

     

    (e)  Section 7.2(i)
      of the Credit Agreement is hereby amended by deleting such Section in its
      entirety and substituting in lieu thereof the following:

     

    “(i)           Indebtedness
      of a Non-Recourse Subsidiary Borrower secured solely by the Capital Stock of
      the
      Non-Recourse Subsidiary Borrower or any other Non-Recourse Subsidiary Borrower;
      provided that, after giving effect to such additional Indebtedness,
      (i) the Borrower shall be in Pro Forma Compliance with the financial
      covenants contained in Section 7.1 hereof and (ii) no Event of Default
      shall exist; and provided further that, if such Indebtedness
      exceeds $25,000,000 individually, at the time of or prior to the incurrence
      of
      such Indebtedness, the Borrower shall deliver to the Administrative Agent a
      pro forma Compliance Certificate certifying (and including
      computations in reasonable detail) that, after giving effect to such additional
      Indebtedness, the requirements in clauses (i) and (ii) of this
      Section 7.2(i) have been met;”

     

    9.  Amendment
      to Section 7.6 of the Credit Agreement (Limitation on Restricted
      Payments).  Section 7.6(c) of the Credit Agreement is hereby
      amended by deleting such Section in its entirety and substituting in lieu
      thereof the following:

     

    “(c)           the
      Borrower may pay dividends to the holders of its Capital Stock, provided
      that, after giving effect to such Restricted Payment, (i) the Borrower
      shall be in Pro Forma Compliance with the financial covenants contained in
      Section 7.1 hereof and (ii) no Event of Default shall exist; and
provided further that, if the amount of such Restricted Payment
      exceeds an amount equal to 112% of the immediately prior Restricted


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        7

      

    

     

    Payment,
      at the time of or prior to such Restricted Payment, the Borrower shall deliver
      to the Administrative Agent a pro forma Compliance Certificate
      certifying (and including computations in reasonable detail) that, after giving
      effect to such Restricted Payment, the requirements in clauses (i) and (ii)
      of this Section 7.6(c) have been met;”

    
       

    

    10.  Amendments
      to Section 7.7 of the Credit Agreement (Limitation on
      Investments).

     

    (a)  Section 7.7(f)
      of the Credit Agreement is hereby amended by deleting such Section in its
      entirety and substituting in lieu thereof the following:

     

    “(f)           Acquisitions
      that are consistent with, and otherwise in connection with, those businesses
      in
      which the Borrower and its Subsidiaries are engaged on the date hereof and/or
      that are reasonably related thereto, including, without limitation, any advance,
      any loan or extension of credit made by the Borrower and its Subsidiaries to
      the
      seller on an interim basis in connection with any such Acquisition on account
      or
      in lieu of the consideration for such Acquisition pursuant to the terms of
      an
      acquisition agreement among the Borrower and/or the relevant Subsidiary and
      the
      seller; provided that, after giving effect to such Investment,
      (i) the Borrower shall be in Pro Forma Compliance with the financial
      covenants of Section 7.1 hereof and (ii) no Event of Default shall
      exist; and provided further that, if such Investment exceeds
      $125,000,000 individually, at the time of or prior to the consummation of such
      Acquisition, the Borrower shall deliver to the Administrative Agent a pro
forma Compliance Certificate certifying (and including computations
      in reasonable detail) that, after giving effect to such Investment, the
      requirements in clauses (i) and (ii) of this Section 7.7(f) have been
      met;”

     

    (b)  Section 7.7
      of the Credit Agreement is hereby further amended by (i) deleting “and” at
      the end of Section 7.7(g), (ii) deleting “.” at the end of
      Section 7.7(h) and inserting “;” in lieu thereof and (iii) inserting
      the following new sections in the appropriate alphabetical order:

     

    “(i)           (i)
      agreements by the Borrower and the Subsidiary Guarantors to make Investments
      in
      any Subsidiary to the extent of any Operating Deficits, (ii) Guarantee
      Obligations by the Borrower and the Subsidiary Guarantors of Entrance Fee
      Refunds and (iii) Investments consisting of customary completion guarantees
      provided by the Borrower and the Subsidiary Guarantors of Construction
      Completion Obligations in connection with Indebtedness permitted by
      Sections 7.2(f) and (g), provided that, the aggregate amount of
      payments made pursuant to such agreements, Guarantee Obligations and completion
      guarantees shall not exceed $40,000,000 during the term of this
      Agreement;

     

    (j)           the
      Borrower or any Subsidiary of the Borrower may make advances, loans, extensions
      of credit or capital contributions to any Subsidiary of the Borrower (i) to
      fund Acquisitions contemplated by Section 7.7(f), (ii) to pay
      operating expenses, debt service, lease payments, capital expenditures and
      any
      other expenses incurred by such Subsidiary in the ordinary course of business
      and (iii) in an aggregate amount not exceeding (A) $150,000,000 during
      the term of this Agreement in connection with 



    
      
        
        

      

      
        
        

        
          

        

      

      
        8

      

    

    

expanding
      existing assets or engaging in de novo development activity of such Subsidiary
      minus (B) the aggregate amount of Guarantee
      Obligations outstanding in accordance with Section 7.2(e)(vi); provided
      that, in each case, if any such Investment is made in a new Subsidiary, the
      Borrower shall comply with the requirements of Section 6.11;
      and

    
       

    

    (k)           any
      other Investment by the Borrower or any of its Subsidiaries not otherwise
      permitted under this Section 7.7 not exceeding $5,000,000 individually or
      $25,000,000 in the aggregate at any one time outstanding.”

     

    11.  Conditions
      to Effectiveness.  This Amendment shall become effective upon the
      date (the “Amendment Effective Date”) on which the Administrative Agent
      shall have received:

     

    (a)  This
      Amendment, executed and delivered by a duly authorized officer of the Borrower
      and the Administrative Agent.

     

    (b)  An
      Acknowledgment and Consent, substantially in the form of Exhibit A hereto
      (an “Acknowledgment and Consent”), duly executed and delivered by each
      Grantor.

     

    (c)  A
      Lender
      Consent Letter, substantially in the form of Exhibit B (a “Lender
      Consent Letter”), duly executed and delivered by the Required
      Lenders.

     

    12.  Representations
      and Warranties.  The Borrower hereby represents and warrants to
      the Administrative Agent and each Lender that as of the Amendment Effective
      Date
      (before and after giving effect to this Amendment):

     

    (a)  Each
      Loan
      Party has the requisite power and authority to make, deliver and perform this
      Amendment and the Acknowledgment and Consent (collectively, the “Amendment
      Documents” to which it is a party.

     

    (b)  Each
      Loan
      Party has taken all necessary corporate or other action to authorize the
      execution, delivery and performance of the Amendment Documents to which it
      is a
      party.  No consent or authorization of, filing with, notice to or
      other act by or in respect of, any Governmental Authority or any other Person
      is
      required in connection with the Amendment Documents, or the execution, delivery,
      performance, validity or enforceability of this Amendment or the other Amendment
      Documents, except (i) consents, authorizations, filings and notices which
      have been obtained or made and are in full force and effect and (ii) the
      filings contemplated by Section 4.19 of the Credit
      Agreement.  Each Amendment Document has been duly executed and
      delivered on behalf of each Loan Party that is a party thereto.  Each
      Amendment Document and the Credit Agreement, as amended hereby (the “Amended
      Credit Agreement”) constitutes a legal, valid and binding obligation of each
      Loan Party that is a party thereto, enforceable against each such Loan Party
      in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and by general equitable principles
      (whether enforcement is sought by proceedings in equity or at law).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        9

      

    

     

    (c)  The
      execution, delivery and performance of the Amendment Documents will not violate
      any Requirement of Law or any Contractual Obligation of the Borrower or any
      of
      its Subsidiaries and will not result in, or require, the creation or imposition
      of any Lien on any of their respective properties or revenues pursuant to any
      Requirement of Law or any such Contractual Obligation (other than the Liens
      created by the Security Documents).

     

    (d)  Each
      of
      the representations and warranties made by any Loan Party herein or in or
      pursuant to the Loan Documents is true and correct in all material respects
      on
      and as of the Amendment Effective Date as if made on and as of such date (except
      that any representation or warranty which by its terms is made as of an earlier
      date shall be true and correct in all material respects as of such earlier
      date).

     

    (e)  The
      Borrower and the other Loan Parties have performed in all material respects
      all
      agreements and satisfied all conditions which this Amendment and the other
      Loan
      Documents provide shall be performed or satisfied by the Borrower or the other
      Loan Parties on or before the Amendment Effective Date.

     

    (f)  After
      giving effect to this Amendment, no Default or Event of Default has occurred
      and
      is continuing, or will result from the consummation of the transactions
      contemplated by this Amendment.

     

    13.  Payment
      of Expenses.  The Borrower agrees to pay or reimburse the
      Administrative Agent for all of its reasonable out-of-pocket costs and expenses
      incurred in connection with this Amendment, any other documents prepared in
      connection herewith and the transactions contemplated hereby, including, without
      limitation, the reasonable fees and disbursements of counsel to the
      Administrative Agent.

     

    14.  Limited
      Effect.  Except as expressly provided hereby, all of the terms and
      provisions of the Credit Agreement and the other Loan Documents are and shall
      remain in full force and effect.  The amendments contained herein
      shall not be construed as a waiver or amendment of any other provision of the
      Credit Agreement or the other Loan Documents or for any purpose except as
      expressly set forth herein or a consent to any further or future action on
      the
      part of the Borrower that would require the waiver or consent of the
      Administrative Agent or the Lenders.

     

    15.  Governing
      Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
      IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    16.  Counterparts.  This
      Amendment may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same agreement, and any of the parties
      hereto may execute this Amendment by signing any such counterpart.  A
      set of the copies of this Amendment and the Lender Consent Letters signed by
      all
      the parties shall be lodged with the Administrative
      Agent.  Delivery
      of an executed signature page of this 


    
      
        
        

      

      
        
        

        
          

        

      

      
        10

      

    

    
Agreement
      or of a Lender Consent Letter by facsimile transmission shall be effective
      as
      delivery of a manually executed counterpart hereof.

    
       

    

    17.  Binding
      Effect.  The execution and delivery of the Lender Consent Letter
      by any Lender shall be binding upon each of its successors and assigns
      (including assignees of its Loans in whole or in part prior to effectiveness
      hereof).

     

    18.  Headings,
      etc.  Section or other headings contained in this Amendment are
      for reference purposes only and shall not in any way affect the meaning or
      interpretation of this Amendment.


    
      
              

                      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered by their proper and duly authorized officers as of the
      day and year first above written.

    


    
      	 	 	
              BROOKDALE
                SENIOR LIVING INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                George Hicks

            	 
	 	 	 	
              Name:

            	
              George
                Hicks

            	 
	 	 	 	
              Title:

            	
              EVP

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              LEHMAN
                COMMERCIAL PAPER INC.,

            	 
	 	 	 	
              as
                Administrative Agent

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Craig Malloy

            	 
	 	 	 	
              Name:

            	
              Craig
                Malloy

            	 
	 	 	 	
              Title:

            	
              Authorized
                Signatory

            	 


    

    


    


     


    
      
              

                  [Signature
            Page to First Amendment to the Credit
            Agreement]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      to

    FIRST
      AMENDMENT

    


    ACKNOWLEDGMENT
      AND CONSENT

    


     

    Reference
      is made to the FIRST AMENDMENT, CONSENT AND WAIVER, dated as of October 10,
      2007
      (as the same may be further amended, supplemented, extended or restated or
      otherwise modified from time to time, the “Amendment”), to the AMENDED
      AND RESTATED CREDIT AGREEMENT, dated as of November 15, 2006 (as the same
      may be further amended, supplemented, extended or restated, or otherwise
      modified from time to time, the “Credit Agreement”), among BROOKDALE
      SENIOR LIVING INC., a Delaware corporation (the “Borrower”), the several
      banks and other financial institutions or entities from time to time parties
      to
      this Agreement (the “Lenders”), LEHMAN BROTHERS INC. and CITIGROUP GLOBAL
      MARKETS INC., as joint lead arrangers and joint bookrunners (in such capacity,
      the “Joint Lead Arrangers”), GOLDMAN SACHS CREDIT PARTNERS L.P., LASALLE
      BANK NATIONAL ASSOCIATION and BANC OF AMERICA SECURITIES LLC, as co-arrangers
      (in such capacity, the “Co-Arrangers”), LASALLE BANK NATIONAL ASSOCIATION
      and BANK OF AMERICA, N.A., as co-syndication agents (in such capacity, the
      “Co-Syndication Agents”), GOLDMAN SACHS CREDIT PARTNERS L.P. and CITICORP
      NORTH AMERICA, INC., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”) and LEHMAN COMMERCIAL PAPER INC., as
      administrative agent (in such capacity, the “Administrative
      Agent”).  Unless otherwise defined herein, capitalized terms used
      herein and defined in the Credit Agreement are used herein as therein
      defined.

     

    Each
      of
      the undersigned parties to the Amended and Restated Guarantee and Pledge
      Agreement, dated as of November 15, 2006 (the “Guarantee and Pledge
      Agreement”) hereby (a) consents to the transactions contemplated by the
      Amendment and (b) acknowledges and agrees that the guarantees and grants of
      security interests made by such party contained in the Guarantee and Pledge
      Agreement are, and shall remain, in full force and effect after giving effect
      to
      the Amendment.


    
      
              

                      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent
      to be duly executed and delivered by their respective proper and duly authorized
      officers as of October 10, 2007.

     

    
      	
            	 	
              BROOKDALE
                SENIOR LIVING INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                George Hicks

            	 
	 	 	 	
              Name:

            	
              George
                Hicks

            	 
	 	 	 	
              Title:

            	
              EVP

            	 


    

     

     

    
      	
            	 	
              BROOKDALE
                LIVING COMMUNITIES, INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                George Hicks

            	 
	 	 	 	
              Name:

            	
              George
                Hicks

            	 
	 	 	 	
              Title:

            	
              EVP

            	 


    

     

    
       

      
        	
              	 	
                AMERICAN
                  RETIREMENT CORPORATION

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	
                /s/
                  George Hicks

              	 
	 	 	 	
                Name:

              	
                George
                  Hicks

              	 
	 	 	 	
                Title:

              	
                EVP

              	 


      

       

      
         

        
          	
                	 	
                  FEBC-ALT
                    INVESTORS LLC

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                  By:

                	
                  /s/
                    George Hicks

                	 
	 	 	 	
                  Name:

                	
                  George
                    Hicks

                	 
	 	 	 	
                  Title:

                	
                  EVP

                	 


        

         

        
           

          
            	
                  	 	
                    FEBC-ALT
                      HOLDINGS INC.

                  	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                    By:

                  	
                    /s/
                      George Hicks

                  	 
	 	 	 	
                    Name:

                  	
                    George
                      Hicks

                  	 
	 	 	 	
                    Title:

                  	
                    EVP

                  	 


          

           

        

      

      
              

                  [Signature
            Page to Acknowledgment and
            Consent]      
      

                  
      
    

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
              	 	
                ALTERRA
                  HEALTHCARE CORPORATION

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	
                /s/
                  George Hicks

              	 
	 	 	 	
                Name:

              	
                George
                  Hicks

              	 
	 	 	 	
                Title:

              	
                EVP

              	 


      

    

     

     

    
 

    
      
              

                  [Signature
            Page to Acknowledgment and
            Consent]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
            EXHIBIT
        B
        to 

                                     FIRST
        AMENDMENT

    

    
 

    LENDER
      CONSENT LETTER

     

    BROOKDALE
      SENIOR LIVING INC.

    CREDIT
      AGREEMENT

    DATED
      AS
      OF NOVEMBER 15, 2006

    


    To:          Lehman
      Commercial Paper Inc.,

       as
      Administrative
      Agent

    745
      Seventh Avenue

    New
      York,
      New York 10019

    Attn:   Craig
      Malloy

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
      November 15, 2006 (as the same may be further amended, supplemented,
      extended or restated, or otherwise modified from time to time, the “Credit
      Agreement”), among BROOKDALE SENIOR LIVING INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or
      entities from time to time parties to this Agreement (the “Lenders”),
      LEHMAN BROTHERS INC. and CITIGROUP GLOBAL MARKETS INC., as advisors, joint
      lead
      arrangers and joint bookrunners (in such capacity, the “Joint Lead
      Arrangers”), GOLDMAN SACHS CREDIT PARTNERS L.P., LASALLE BANK NATIONAL
      ASSOCIATION and BANC OF AMERICA SECURITIES LLC, as co-arrangers (in such
      capacity, the “Co-Arrangers”), LASALLE BANK NATIONAL ASSOCIATION and BANK
      OF AMERICA, N.A., as co-syndication agents (in such capacity, the
“Co-Syndication Agents”), GOLDMAN SACHS CREDIT PARTNERS L.P. and CITICORP
      NORTH AMERICA, INC., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”) and LEHMAN COMMERCIAL PAPER INC., as
      administrative agent (in such capacity, the “Administrative
      Agent”).  Unless otherwise defined herein, capitalized terms used
      herein and defined in the Credit Agreement are used herein as therein
      defined.

     

    The
      Borrower has requested that the Required Lenders consent to amend the provisions
      of the Credit Agreement solely on the terms described in the First Amendment,
      Consent and Waiver to Credit Agreement, dated as of October 10, 2007,
      substantially in the form delivered to the undersigned Lender on or prior to
      the
      date hereof (the “Amendment”).

     

    Pursuant
      to Section  10.1 of the Credit Agreement, the undersigned Lender hereby
      consents to the execution by the Administrative Agent of the
      Amendment.

     


    
      
              

           
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      
         

        
          	
                	 	
                  Very
                    truly yours,

                	 
	 	 	 	 
	 	 	 	 
	 	 	 (NAME
                  OF LENDER)	 
	 	 	 	 
	 	 	 	 	 
	 	 	
                  By:

                	
                   

                	 
	 	 	 	
                  Name:

                	
                   

                	 
	 	 	 	
                  Title:

                	
                   

                	 
	 Dated: 
                  October  __, 2007	 	 	 	 	 


        

      

       

    


    
      
              

                  [Signature
            Page to Lender Consent
            Letter]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        
           

          
            	
                    Accepted
                      and agreed:

                  	 
	 	 
	 	 
	 LEHMAN
                    COMMERCIAL PAPER INC., 	 
	 as
                    Administrative Agent	 
	 	 	 
	
                    By:

                  	
                     

                  	 
	 	
                    Name:

                  	
                     

                  	 
	 	
                    Title:

                  	
                    Authorized
                      Signatory

                  	 
	 	 	 	 


          

        

        
 

      

    


    
       [Signature
        Page to Lender Consent Letter]