WITNESSETH
Exhibit 4.3
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of August 17, 2017, among Sabra Health Care Limited Partnership as successor to Care Capital Properties, LP (the Issuer), a Delaware limited partnership, Sabra Health Care REIT, Inc. (as successor to Care Capital Properties, Inc., a Delaware corporation), a Maryland corporation (Sabra), Care Capital Properties GP, LLC, a Delaware limited liability company (the General Partner) and Regions Bank, an Alabama state chartered banking corporation, as Trustee (the Trustee). Sabra hereby notifies the Trustee that its address for purposes of the Indenture shall be 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612.
WITNESSETH
WHEREAS, the Care Capital Properties, LP, Care Capital Properties, Inc., as Parent, and the General Partner have heretofore executed and delivered to the Trustee an Indenture dated as of July 14, 2016 (the Indenture) providing for the issuance and guarantee of the 5.125% Senior Notes due 2026 (the Notes);
WHEREAS, Care Capital Properties, Inc. previously merged with and into PR Sub, LLC, a Delaware limited liability company (Merger Sub), and the First Supplemental Indenture was executed by the Trustee, Care Capital Properties, LP, Merger Sub, as a successor Parent, and the General Partner, substantially concurrently with such merger;
WHEREAS, Merger Sub has merged (the Merger) with and into Sabra and, contemporaneously with the Merger, Care Capital Properties, LP has merged with and into Sabra Health Care Limited Partnership;
WHEREAS, Section 10.03 of the Indenture provides that under certain circumstances the Parent may merge into another Person, provided that, among other things, the successor entity expressly assumes the guarantee endorsed on the Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;
WHEREAS, as a result of the Merger, Sabra has assumed, and pursuant to the terms of the Indenture, is required to expressly assume the guarantee endorsed on the Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized and directed to execute and deliver this Second Supplemental Indenture upon the request of Issuer; and
WHEREAS, Issuer hereby requests that the Trustee so execute and deliver this Second Supplemental Indenture and, together with Sabra and the General Partner, certifies hereby that all the conditions and requirements necessary to make the Indenture, as supplemented by this Second Supplemental Indenture a valid, binding and legal instrument of each of them, enforceable against each of them in accordance with its terms, have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Issuer, the General Partner, Sabra and the Trustee 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.
2. ASSUMPTION OF THE GUARANTEE. Sabra hereby confirms that, as a result of the Merger, it has assumed the Guarantee, on and subject to the terms, conditions and limitations set forth in the Indenture, and the obligations of the Parent pursuant to the Indenture and agrees hereby to duly and punctually perform and observe the Guarantee and all of the covenants and conditions under the Indenture as the Parent and a Guarantor thereunder.
3. NEW YORK LAW TO GOVERN. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
4. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all purposes.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. THE TRUSTEE. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the General Partner and Sabra.
7. REPRESENTATIONS AND WARRANTIES. The Issuer, the General Partner and Sabra hereby represent and warrant to the Trustee and the Holders that all the conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument, enforceable in accordance with its terms, have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
[Signature pages follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
SABRA HEALTH CARE REIT, INC., as Parent and a Guarantor | ||||
By: | /s/ Harold W. Andrews, Jr. | |||
Name: | Harold W. Andrews, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary | |||
SABRA HEALTH CARE LIMITED PARTNERSHIP, as successor to CARE CAPITAL PROPERTIES, LP, as Issuer | ||||
By: | Sabra Health Care REIT, Inc., its general partner | |||
By: | /s/ Harold W. Andrews, Jr. | |||
Name: | Harold W. Andrews, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary | |||
CARE CAPITAL PROPERTIES GP, LLC, as General Partner and a Guarantor | ||||
By: | Sabra Health Care REIT, Inc., its sole member | |||
By: | /s/ Harold W. Andrews, Jr. | |||
Name: | Harold W. Andrews, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary |
[Signature Page to Second Supplemental Indenture]
REGIONS BANK, as Trustee | ||||
By: | /s/ R. Douglas Milner | |||
Name: | R. Douglas Milner | |||
Title: | Vice President |
[Signature Page to Second Supplemental Indenture]