Assignment of Registration Rights Agreement among The Prime Group Entities, Fortress Brookdale Acquisition LLC, and Brookdale Living Communities, Inc.

Summary

This agreement documents the transfer of registration rights from The Prime Group, Inc., Prime Group II, L.P., and Prime Group VI, L.P. to Fortress Brookdale Acquisition LLC. Brookdale Living Communities, Inc. consents to this assignment. The assignee agrees to be bound by all terms and conditions of the original Registration Rights Agreement, ensuring continuity of rights and obligations related to the registration of securities. The agreement is effective as of May 17, 2000.

EX-10.4 3 0003.txt ASSIGNMENT OF REGISTRATION RIGHTS EXHIBIT 10.4 ASSIGNMENT OF REGISTRATION RIGHTS --------------------------------- Reference is hereby made to that certain Registration Rights Agreement, dated as of May 7, 1997, by and among Brookdale Living Communities, Inc. (the "Corporation"), The Prime Group, Inc., Prime Group Limited Partnership and Prime Group VI, L.P., as amended by Amendment No. 1 thereto dated as of December 5, 1997 (as so amended, the "Registration Rights Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Registration Rights Agreement. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, The Prime Group, Inc., Prime Group II, L.P. and Prime Group VI, L.P. (collectively, the "Assignors") do hereby assign, transfer and convey to Fortress Brookdale Acquisition LLC (the "Assignee"), all of the Assignors' respective rights, title and interests in and to the Registration Rights Agreement. Dated: May 17, 2000 ASSIGNORS: THE PRIME GROUP, INC. By: /s/ Michael W. Reschke --------------------------------------- Name: Michael W. Reschke Title: President PRIME GROUP II, L.P. By: PGLP, Inc., Managing General Partner By: /s/ Michael W. Reschke --------------------------------------- Name: Michael W. Reschke Title: President [continued on next page] [continued from previous page] PRIME GROUP VI, L.P. By: PGLP, Inc., Managing General Partner By: /s/ Michael W. Reschke --------------------------------------- Name: Michael W. Reschke Title: President AGREEMENT OF ASSIGNEE: In accordance with Section 13 of the Registration Rights Agreement, the Assignee hereby agrees to be bound by all of the terms, and be subject to the conditions, of the Registration Rights Agreement. Pursuant to Section 18 of the Registration Rights Agreement, the Assignee hereby gives notice to the Corporation that notices to the Holders should be sent, from and after the date hereof and until further notice, to: c/o Fortress Investment Group LLC 1301 Avenue of the Americas 42nd Floor New York, New York 10019 Attention: Randal Nardone Facsimile No.: (212) 798-6133 Copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Edmund C. Duffy, Esq. Facsimile No.: (212) 735-2000 FORTRESS BROOKDALE ACQUISITION LLC By: /s/ Randal Nardone ------------------------------------------ Name: Randal Nardone Title: Vice President, Chief Operating Officer and Secretary [continued on next page] 2 [continued from previous page] CONSENT TO ASSIGNMENT: The undersigned hereby consents to the foregoing assignment by the Assignors to the Assignee and further hereby ratifies and confirms, and agrees to be bound by, the provisions of Section 13 of the Registration Rights Agreement as they apply to the Assignee. BROOKDALE LIVING COMMUNITIES, INC. By: /s/ Mark J. Schulte ------------------------------------------ Name: Mark J. Schulte Title: President and Chief Executive Officer 3