Item 1.01 Entry into a Material Definitive Agreement.

Effective October 27, 2008, Brookdale Senior Living Inc. (the "Company") entered into a Third Amendment (the "Third Amendment") to the Amended and Restated Credit Agreement, dated as of November 15, 2006, among the Company, the several lenders parties thereto, and Bank of America, N.A., as successor administrative agent (as amended to date, the "Credit Agreement").

The Third Amendment amended the Credit Agreement to substitute Bank of America, N.A. in place of Lehman Commercial Paper Inc. as administrative agent for the lenders under the Credit Agreement, to delete the swing line subfacility from the Credit Agreement, and to make certain other administrative amendments.

The foregoing summary of certain provisions of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

a Registrant.

The description of the Third Amendment, as set forth in Item 1.01 of this report, is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) On October 27, 2008, Jeffrey G. Edwards notified the Company of his resignation as a member of the Company's Board of Directors (including in his capacities as Lead Outside Director, as Chair of the Company's Compensation Committee and as a member of the Company's Audit Committee), effective as of November 4, 2008. There are no disagreements between Mr. Edwards and the Company on any matter relating to the Company's operations, policies or practices that caused or contributed to his decision to tender his resignation as a director.

The vacancy on the Board of Directors resulting from the resignation of Mr. Edwards will be filled at a later date.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 10.1 Third Amendment, effective as of October 27, 2008, to the Amended and Restated Credit Agreement, dated as of November 15, 2006, among Brookdale Senior Living Inc., the several lenders parties thereto, and Bank of America, N.A., as successor administrative agent.

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