MPT OF BRODIE FCER, LLC MPT OF LITTLE ELM FCER, LLC, and MPT OF OGDEN LLC, asGuarantors, MPT OPERATING PARTNERSHIP, L.P. and MPT FINANCE CORPORATION, as Issuers, MEDICAL PROPERTIESTRUST, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECONDSUPPLEMENTAL INDENTURE Dated as of October 30, 2013 To INDENTURE Dated as of October 10, 2013 5.70% Senior Notes due 2020 SECOND SUPPLEMENTAL INDENTURE

Contract Categories: Business Finance - Indenture Agreements
EX-4.30 17 d630681dex430.htm EX-4.30 EX-4.30

Exhibit 4.30

 

 

MPT OF BRODIE FCER, LLC

MPT OF LITTLE ELM FCER, LLC,

and

MPT OF OGDEN LLC,

as Guarantors,

MPT OPERATING PARTNERSHIP, L.P.

and

MPT FINANCE CORPORATION,

as Issuers,

MEDICAL PROPERTIES TRUST, INC.,

as Parent and a Guarantor,

the other GUARANTORS named herein,

as Guarantors,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

 

 

SECOND SUPPLEMENTAL INDENTURE

Dated as of October 30, 2013

To

INDENTURE

Dated as of October 10, 2013

5.70% Senior Notes due 2020

 

 


SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 30, 2013, by and among MPT of Brodie FCER, LLC, a Delaware limited liability company, MPT of Little ELM FCER, LLC, a Delaware limited liability company and MPT of Ogden, LLC, a Delaware limited liability company (the “New Guaranteeing Subsidiaries”), MPT Operating Partnership, L.P., a Delaware limited partnership (“Opco”), MPT Finance Corporation, a Delaware corporation (“Finco” and, together with Opco, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors (as defined in the Indenture), as Guarantors, and Wilmington Trust, National Association, existing under the laws of the United States of America, as Trustee (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered an Indenture, dated as of October 10, 2013 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture, dated as of October 10, 2013 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), providing for the issuance by the Issuers of the 5.750% Senior Notes due 2020 (the “Notes”);

WHEREAS, pursuant to Section 10.01(a)(4) of the Indenture, the Parent, the Issuers, the Guarantors and the Trustee, together, may supplement the Indenture without notice to or the consent of any Holders or any other party to the Indenture in order to add Guarantees with respect to the Notes;

WHEREAS, as of September 30, 2013, the New Guaranteeing Subsidiaries guarantee the Credit Agreement, and pursuant to Section 5.14(a) of the Indenture, the New Guaranteeing Subsidiaries are required to become Guarantors under the Indenture;

WHEREAS, the Indenture requires that an entity that constitutes a Guarantor shall join the Issuers and the existing Guarantors in executing and delivering to the Trustee a supplemental indenture pursuant to which such entity shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under the Indenture; and

WHEREAS, pursuant to Section 10.06 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the New Guaranteeing Subsidiaries mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein.


2. AGREEMENT TO GUARANTEE. The New Guaranteeing Subsidiaries hereby agree to provide unconditional Guarantees on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article 11 thereof.

3. MISCELLANEOUS PROVISIONS.

(a) The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Second Supplemental Indenture or the proper authorization or the due execution hereof by the Issuers or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Issuers.

(b) On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture.

(c) This Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all the provisions of the Indenture shall remain in full force and effect in accordance with the terms thereof and as amended and supplemented by this Second Supplemental Indenture.

(d) THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(e) This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

  MPT OPERATING PARTNERSHIP, L.P.,
  as Issuer
    By:   MEDICAL PROPERTIES TRUST, LLC,
      its general partner
      By:   MEDICAL PROPERTIES TRUST, INC.,
      its sole member
        By:  

/s/ R. Steven Hamner

          Name:   R. Steven Hamner
          Title:   Executive Vice President and Chief Financial Officer
  MPT FINANCE CORPORATION,
  as Issuer
  By:  

/s/ R. Steven Hamner

    Name:   R. Steven Hamner
    Title:   President, Secretary and General Manager
  MEDICAL PROPERTIES TRUST, INC.,
  as Parent and a Guarantor
  By:  

/s/ R. Steven Hamner

    Name:   R. Steven Hamner
    Title:   Executive Vice President and Chief Financial Officer
  MEDICAL PROPERTIES TRUST, LLC
  By:   MEDICAL PROPERTIES TRUST, INC.,
    its sole member
  By:  

/s/ R. Steven Hamner

  Name:   R. Steven Hamner
  Title:   Executive Vice President and Chief Financial Officer

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF VICTORVILLE, LLC
MPT OF BUCKS COUNTY, LLC
MPT OF BLOOMINGTON, LLC
MPT OF COVINGTON, LLC
MPT OF DENHAM SPRINGS, LLC
MPT OF REDDING, LLC
MPT OF CHINO, LLC
MPT OF DALLAS LTACH, LLC
MPT OF PORTLAND, LLC
MPT OF WARM SPRINGS, LLC
MPT OF VICTORIA, LLC
MPT OF LULING, LLC
MPT OF WEST ANAHEIM, LLC
MPT OF LA PALMA, LLC
MPT OF PARADISE VALLEY, LLC
MPT OF SOUTHERN CALIFORNIA, LLC
MPT OF TWELVE OAKS, LLC
MPT OF SHASTA, LLC
MPT OF BOSSIER CITY, LLC
MPT OF WEST VALLEY CITY, LLC
MPT OF IDAHO FALLS, LLC
MPT OF POPLAR BLUFF, LLC
MPT OF BENNETTSVILLE, LLC
MPT OF DETROIT, LLC
MPT OF BRISTOL, LLC
MPT OF NEWINGTON, LLC
MPT OF ENFIELD, LLC
MPT OF PETERSBURG, LLC
MPT OF GARDEN GROVE HOSPITAL, LLC
MPT OF GARDEN GROVE MOB, LLC
MPT OF SAN DIMAS HOSPITAL, LLC
MPT OF SAN DIMAS MOB, LLC
MPT OF CHERAW, LLC
MPT OF FT. LAUDERDALE, LLC
MPT OF PROVIDENCE, LLC
MPT OF SPRINGFIELD, LLC
MPT OF WARWICK, LLC
MPT OF RICHARDSON, LLC
MPT OF ROUND ROCK, LLC
MPT OF SHENANDOAH, LLC
MPT OF HILLSBORO, LLC
MPT OF FLORENCE, LLC
MPT OF CLEAR LAKE, LLC
MPT OF TOMBALL, LLC
MPT OF GILBERT, LLC
MPT OF CORINTH, LLC
MPT OF BAYONNE, LLC
MPT OF ALVARADO, LLC
MPT OF DESOTO, LLC

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF HAUSMAN, LLC

MPT OF HOBOKEN HOSPITAL, LLC

MPT OF HOBOKEN REAL ESTATE, LLC

MPT OF OVERLOOK PARKWAY, LLC

MPT OF NEW BRAUNFELS, LLC

MPT OF WESTOVER HILLS, LLC

MPT OF WICHITA, LLC
MPT OF BILLINGS, LLC
MPT OF BOISE, LLC
MPT OF BROWNSVILLE, LLC
MPT OF CASPER, LLC
MPT OF COMAL COUNTY, LLC
MPT OF GREENWOOD, LLC
MPT OF JOHNSTOWN, LLC
MPT OF LAREDO, LLC
MPT OF LAS CRUCES, LLC
MPT OF MESQUITE, LLC
MPT OF POST FALLS, LLC
MPT OF PRESCOTT VALLEY, LLC
MPT OF PROVO, LLC

MPT OF NORTH CYPRESS, LLC

MPT OF LAFAYETTE, LLC

MPT OF INGLEWOOD LLC
MPT OF RENO, LLC
MPT OF ROXBOROUGH, LLC
MPT OF ALTOONA, LLC
MPT OF HAMMOND, LLC
MPT OF SPARTANBURG, LLC
MPT OF WYANDOTTE COUNTY, LLC

MPT OF LEAVENWORTH, LLC

MPT OF CORPUS CHRISTI, LLC

MPT OF BRODIE FCER, LLC

MPT OF LITTLE ELM FCER, LLC

MPT OF OGDEN, LLC

 

 By:   MPT OPERATING PARTNERSHIP, L.P.,
  sole member of each of the above entities
  By:   MEDICAL PROPERTIES TRUST, LLC,
    its general partner
    By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

      By:  

/s/ R. Steven Hamner

        Name:   R. Steven Hamner
        Title:   Executive Vice President and Chief Financial Officer

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF BUCKS COUNTY, L.P.
By:  

MPT OF BUCKS COUNTY, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF DALLAS LTACH, L.P.
By:  

MPT OF DALLAS LTACH, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF WARM SPRINGS, L.P.
By:  

MPT OF WARM SPRINGS, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF VICTORIA, L.P.
By:  

MPT OF VICTORIA, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF LULING, L.P.
By:  

MPT OF LULING, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF WEST ANAHEIM, L.P.
By:  

MPT OF WEST ANAHEIM, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF LA PALMA, L.P.
By:  

MPT OF LA PALMA, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF PARADISE VALLEY, L.P.
By:  

MPT OF PARADISE VALLEY, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF SOUTHERN CALIFORNIA, L.P.
By:  

MPT OF SOUTHERN CALIFORNIA, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF TWELVE OAKS, L.P.
By:  

MPT OF TWELVE OAKS, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF SHASTA, L.P.
By:  

MPT OF SHASTA, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF GARDEN GROVE HOSPITAL, L.P.
By:  

MPT OF GARDEN GROVE HOSPITAL, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF GARDEN GROVE MOB, L.P.
By:  

MPT OF GARDEN GROVE MOB, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF SAN DIMAS HOSPITAL, L.P.
By:  

MPT OF SAN DIMAS HOSPITAL, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF SAN DIMAS MOB, L.P.
By:  

MPT OF SAN DIMAS MOB, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF RICHARDSON, L.P.
By:  

MPT OF RICHARDSON, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF ROUND ROCK, L.P.
By:  

MPT OF ROUND ROCK, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF SHENANDOAH, L.P.
By:  

MPT OF SHENANDOAH, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF HILLSBORO, L.P.
By:  

MPT OF HILLSBORO, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF CLEAR LAKE, L.P.
By:  

MPT OF CLEAR LAKE, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF TOMBALL, L.P.
By:  

MPT OF TOMBALL, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF CORINTH, L.P.
By:  

MPT OF CORINTH, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF ALVARADO, L.P.
By:  

MPT OF ALVARADO, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF DESOTO, L.P.
By:  

MPT OF DESOTO, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF MOUNTAIN VIEW LLC
By:  

MPT OF IDAHO FALLS, LLC,

its sole member

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


WICHITA HEALTH ASSOCIATES LIMITED PARTNERSHIP
By:  

MPT OF WICHITA, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF NORTH CYPRESS, L.P.
By:  

MPT OF NORTH CYPRESS, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

MPT OF INGLEWOOD, L.P.
By:  

MPT OF INGLEWOOD, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF ROXBOROUGH, L.P.
By:  

MPT OF ROXBOROUGH, LLC,

its general partner

  By:  

MPT OPERATING PARTNERSHIP, L.P.,

its sole member

    By:  

MEDICAL PROPERTIES TRUST, LLC,

its general partner

      By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

MEDICAL PROPERTIES TRUST, LLC
By:  

MEDICAL PROPERTIES TRUST, INC.,

its sole member

  By:  

/s/ R. Steven Hamner

    Name:   R. Steven Hamner
    Title:   Executive Vice President and Chief Financial Officer

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,

By:  

/s/ Michael H. Wass

  Name:   Michael H. Wass
  Title:   Assistant Vice President

 

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE