Amendment to Tax Matters Agreement among Provident Senior Living Trust, Fortress Brookdale Acquisition LLC, and Brookdale Living Communities, Inc.

Summary

Provident Senior Living Trust, Fortress Brookdale Acquisition LLC, and Brookdale Living Communities, Inc. have agreed to delete Section 3(g) from their existing Tax Matters Agreement dated June 18, 2004. All other terms of the original agreement remain unchanged, and no other provisions are amended or waived. This amendment is effective as of March 28, 2005.

EX-10.3.2 23 y10687exv10w3w2.txt EXHIBIT 10.3.2 EXHIBIT 10.3.2 PROVIDENT SENIOR LIVING TRUST 600 College Road East, Suite 3400 Princeton, NJ 08540 March 28, 2005 Fortress Brookdale Acquisition LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 Attention: Mr. Randal A. Nardone Brookdale Living Communities, Inc. 330 North Wabash Avenue, Suite 1400 Chicago, Illinois 60611 Attention: General Counsel Ladies and Gentlemen: Reference is made to that certain Tax Matters Agreement dated as of June 18, 2004 (the "Tax Agreement"), by and among Fortress Brookdale Acquisition LLC ("Seller"), Provident Senior Living Trust, a Maryland real estate investment trust ("Acquiror"), and Brookdale Living Communities, Inc., formerly known as BLC Senior Holdings, Inc. ("Indemnitor"). The parties hereto hereby agree that Section 3(g) of the Tax Agreement is hereby deleted. Except as expressly provided herein, (i) the Tax Agreement shall remain in full force and effect, and (ii) no party hereto makes any amendment, alteration or modification of the Tax Agreement nor does any party hereto waive any provision of the Tax Agreement or any right that it may have thereunder. PROVIDENT SENIOR LIVING TRUST By:/s/ Darryl W. Copeland, Jr. -------------------------------------- Darryl W. Copeland, Jr. Chief Executive Officer Fortress Brookdale Acquisition LLC Brookdale Living Communities, Inc. March 28, 2005 Page 2 Acknowledged and agreed as of the date first written above: FORTRESS BROOKDALE ACQUISITION LLC By: /s/ William B. Daniger ----------------------------------------- Name: William B. Daniger Title: Vice President BROOKDALE LIVING COMMUNITIES, INC. By: /s/ R. Stanley Young ----------------------------------------- Name: R. Stanley Young Title: Executive Vice President, Chief Financial Officer and Treasurer Copies to: Skadden Arps Slate Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: Joseph A. Coco, Esq. Facsimile: (212) 735-2000 Sidley Austin Brown & Wood LLP 787 Seventh Avenue New York, New York 10019 Attention: Robert L. Golub, Esq. Facsimile: (212) 839-5599 Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention: Brendan P. Head, Esq. Facsimile: (312) 558-5700