EXHIBIT 10.4
ASSIGNMENT OF REGISTRATION RIGHTS
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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
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Name: Michael W. Reschke
Title: President
PRIME GROUP II, L.P.
By: PGLP, Inc., Managing General Partner
By: /s/ Michael W. Reschke
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Name: Michael W. Reschke
Title: President
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PRIME GROUP VI, L.P.
By: PGLP, Inc., Managing General Partner
By: /s/ Michael W. Reschke
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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
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Name: Randal Nardone
Title: Vice President, Chief Operating
Officer and Secretary
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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
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Name: Mark J. Schulte
Title: President and Chief Executive
Officer
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