FOURTH AMENDMENT TO CREDIT AGREEMENT

FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 14, 2009 (this “ Amendment ”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 15, 2006 (as amended by the First Amendment, Consent and Waiver dated as of October 10, 2007, the Second Amendment to Credit Agreement dated as of May 12, 2008, the letter agreement dated September 18, 2008, and the Third Amendment to Credit Agreement dated as of October 24, 2008, collectively, the “ Existing Credit Agreement ”), among BROOKDALE SENIOR LIVING INC., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities parties to the Existing Credit 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 BANK OF AMERICA, N.A., as administrative agent under the Existing Credit Agreement (in such capacity, the “ Administrative Agent ”).

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement as set forth herein; and

WHEREAS, the Lenders have agreed to amend the Existing 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 Existing Credit Agreement and used herein shall have the meanings given to them in the Existing Credit Agreement.  The term “Amended Credit Agreement” means the Existing Credit Agreement, as amended hereby.

2.            Amendments to Section 7.2 .  Section 7.2 of the Existing Credit Agreement is hereby amended as follows:

(a)           Section 7.2(k) is hereby deleted and replaced with the following:

“(k)           additional unsecured Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and its Subsidiaries) not to exceed $55,000,000 at any one time outstanding; and”

(b)           A new Section 7.2(l) is hereby added at the end of Section 7.2, which shall readas follows:

“(l)           up to $6,000,000 of additional Indebtedness for standby letters of credit.”

3.              Amendment to Section 7.3 .  Section 7.3 of the Existing Credit Agreement is hereby amended by (i) deleting the period at the end of Section 7.3(n) and substituting in lieu thereof the word “; and” and (ii) inserting the following new paragraph (o) in the appropriate alphabetical order:

“(o)           Liens in the form of up to $3,000,000 of cash collateral to secure the Indebtedness permitted by Section 7.2(l).”

4.            Conditions to Effectiveness .  This Amendment shall become effective upon the date (the “ Fourth Amendment Effective Date ”) on which all of the conditions set forth in this Section have been satisfied.

(a)            Execution of Counterparts of Amendment .  The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of the Borrower, each Subsidiary Guarantor, the Administrative Agent and the Required Lenders.

5.            Representations and Warranties .  The Borrower hereby represents and warrants to the Administrative Agent and each Lender that as of the Fourth 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.

(b)           Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment.  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 this Amendment, or the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect.  This Amendment has been duly executed and delivered on behalf of each Loan Party that is a party hereto.  This Amendment and 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).

(c)           The execution, delivery and performance of this Amendment 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 cr