SUPPLEMENTAL INDENTURE

EX-4.1 3 dex41.htm SUPPLEMENTAL INDENTURE Supplemental Indenture

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 10, 2007, by and among the entities listed on Annex A hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to herein (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated as of April 17, 2002, as supplemented by the Supplemental Indenture dated as of October 11, 2002, the Supplemental Indenture dated as of November 25, 2002, the Supplemental Indenture dated as of February 20, 2004, the Supplemental Indenture dated as of June 1, 2004, the Supplemental Indenture dated as of December 15, 2004, the Supplemental Indenture dated as of April 4, 2005, the Supplemental Indenture dated as of June 7, 2005, the Supplemental Indenture dated as of June 21, 2005, the Supplemental Indenture dated as of September 14, 2005, the Supplemental Indenture dated as of December 21, 2005 and the Supplemental Indenture dated as of November 21, 2006 (as so supplemented, the “Indenture”), providing for the issuance of 8 3/4% Senior Notes due 2009 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (a “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary 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. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Subject to Article 10 of the Indenture, such Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that:

(i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and


(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all obligations under the Notes.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and such Guaranteeing Subsidiary hereby accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) Such Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

 

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(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(i) In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that this Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) No Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person, other than the Issuers or another Guarantor unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii) subject to Section 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of that Guaranteeing Subsidiary under the Indenture, this Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Note Guarantee

 

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endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as a Guaranteeing Subsidiary. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 10.04 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guaranteeing Subsidiary with or into the Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Issuers or another Guarantor.

5. RELEASES.

(a) The Note Guarantee of a Guaranteeing Subsidiary shall be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guaranteeing Subsidiary under those circumstances specified in the Indenture shall not be required to assume the obligations of such Guaranteeing Subsidiary, in each case in accordance with the provisions of Section 10.05 of the Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that the provisions of Section 10.05 of the Indenture have been complied with, the Trustee shall execute any documents reasonably required in order to evidence the release of a Guaranteeing Subsidiary from its obligations under this Note Guarantee.

(b) Any Guaranteeing Subsidiary not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, this Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

 

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7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.

 

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

 

GUARANTEEING SUBSIDIARIES:
Ventas MOB Holdings, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas Nexcore Holding, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas Broadway MOB, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas Casper Holdings, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Ontario III, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer


SZR Mississauga Inc.

By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Lynn Valley, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Markham Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Beacon Hill, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Richmond Hill Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Ontario II, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer


Ventas Grantor Trust #2

By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Windsor Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Oakville Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Vancouver, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Sunrise of Vancouver Limited
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR of Burlington Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer


Ventas Grantor Trust #1
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Holdings, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Ventas SSL Holdings, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
Sunrise REIT US Holdings, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Willowbrook, LLC
  By:   SZR US Investments, Inc., its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer


SZR Columbia, LLC
  By:   SZR US Investments, Inc., its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR Norwood, LLC
  By:   SZR US Investments, Inc., its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR Rockville, LLC
  By:   SZR US Investments, Inc., its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR San Mateo, LLC
  By:   SZR US Investments, Inc., its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR US Investments, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer


SZR US Finance, Inc.
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR US UPREIT THREE, LLC
By:  

/s/ Richard A. Schweinhart

Name:   Richard A. Schweinhart
Title:   President and Chief Financial Officer
SZR Lincoln Park, LLC
  By:   SZR US UPREIT THREE, LLC, its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR North Hills, LLC
  By:   SZR US UPREIT THREE, LLC, its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer
SZR Westlake Village LLC
  By:   SZR US UPREIT THREE, LLC, its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer


SZR Yorba Linda, LLC

  By:   SZR US UPREIT THREE, LLC, its Sole Member
  By:  

/s/ Richard A. Schweinhart

  Name:   Richard A. Schweinhart
  Title:   President and Chief Financial Officer


ISSUERS:
Ventas Realty, Limited Partnership
  By:   Ventas, Inc., its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Ventas Capital Corporation
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
EXISTING GUARANTORS:
Ventas, Inc.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Ventas LP Realty, L.L.C.
  By:   Ventas, Inc., its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary


Ventas Healthcare Properties, Inc.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
Ventas TRS, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President
Ventas Framingham, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Ventas Management, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
ElderTrust
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary


ElderTrust Operating Limited Partnership
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Capital Corp.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET Sub-Berkshire Limited Partnership
  By:   ET Berkshire, LLC, its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Berkshire, LLC
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary


Cabot ALF, L.L.C.

  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
Cleveland ALF, L.L.C.
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Heritage Woods, L.L.C.
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Highgate, L.P.
  By:   ET GENPAR, L.L.C., its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary


ET GENPAR, L.L.C.
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Lacey I, L.L.C.
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Lehigh Limited Partnership
  By:   ET Lehigh, LLC, its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Lehigh, LLC
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary


ET Sub-Lopatcong, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
  By:   ET Pennsburg Finance, L.L.C., its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Pennsburg Finance, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET Sub-Phillipsburg I, L.L.C.
  By:   ElderTrust Operating Limited
    Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Pleasant View, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary


ET Sub-Rittenhouse Limited Partnership, L.L.P.
  By:   ET GENPAR, L.L.C., its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Riverview Ridge Limited Partnership, L.L.P.
  By:   ET GENPAR, L.L.C., its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Sanatoga Limited Partnership
  By:   ET Sanatoga, LLC, its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary


ET Sanatoga, LLC

  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-SMOB, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
Vernon ALF, L.L.C.
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Sub-Willowbrook Limited Partnership, L.L.P.
  By:   ET GENPAR, L.L.C., its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary


ET Sub-Wayne I Limited Partnership, L.L.P.
  By:   ET Wayne Finance, L.L.C., its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
ET Wayne Finance, L.L.C.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Secretary
ET Wayne Finance, Inc.
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Chairman, Executive Vice President and Secretary
Ventas Sun LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
Ventas Cal Sun LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary


Ventas Provident, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Corporate Secretary
PSLT GP, LLC
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
PSLT OP, L.P.
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
PSLT-BLC Properties Holdings, LLC
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


Brookdale Living Communities of Arizona-EM, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California-RC, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


Brookdale Living Communities of California-San Marcos, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Illinois-2960, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Illinois-II, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


BLC of California-San Marcos, L.P.
  By:   Brookdale Living Communities of California-San Marcos, LLC, its General Partner
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Holdings, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Indiana-OL, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


Brookdale Living Communities of Massachusetts-RB, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Minnesota, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of New York-GB, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


Brookdale Living Communities of Washington-PP, LLC
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
The Ponds of Pembroke Limited Partnership
  By:   Brookdale Holdings, LLC, its General Partner
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
River Oaks Partners
  By:   Brookdale Holdings, LLC, its General Partner
  By:   PSLT-BLC Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary


PSLT-ALS Properties Holdings, LLC
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
PSLT-ALS Properties I, LLC
  By:   PSLT-ALS Properties Holdings, LLC, its Sole Member
  By:   PSLT OP, L.P., its Sole Member
  By:   PSLT GP, LLC, its General Partner
  By:   Ventas Provident, LLC, its Sole Member
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Corporate Secretary
ET Sub-Woodbridge, L.P.
  By:   ET GENPAR, L.L.C., its General Partner
  By:   ElderTrust Operating Limited Partnership, its Sole Member
  By:   ElderTrust, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Secretary
VSCRE Holdings, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


United Rehab Realty Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Martinsburg Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Ontario Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Medina Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Washington Township Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


EC Lebanon Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC Hamilton Place Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC Timberlin Parc Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
EC Halcyon Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Altoona Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


BCC Altoona Realty GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Altoona Realty, LP
  By:   BCC Altoona Realty GP, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
BCC Reading Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Reading Realty GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


BCC Reading Realty, LP
  By:   BCC Reading Realty GP, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
BCC Berwick Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Berwick Realty GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Berwick Realty, LP
  By:   BCC Berwick Realty GP, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary


BCC Lewistown Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Lewistown Realty GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Lewistown Realty, LP
  By:   BCC Lewistown Realty GP, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
BCC State College Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC State College Realty GP, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


BCC State College Realty, LP
  By:   BCC State College Realty GP, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
South Beaver Realty Holdings, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC South Beaver Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Shippensburg Realty Holdings, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
BCC Shippensburg Realty, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


IPC (AP) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
AL (AP) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Allison Park Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Allison Park Nominee, LP
  By:   Allison Park Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
IPC (HCN) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


AL (HCN) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Bloomsburg Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Bloomsburg Nominee, LP
  By:   Bloomsburg Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Sagamore Hills Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Sagamore Hills Nominee, LP
  By:   Sagamore Hills Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Lebanon Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Lebanon Nominee, LP
  By:   Lebanon Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Saxonburg Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Saxonburg Nominee, LP
  By:   Saxonburg Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Loyalsock Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Loyalsock Nominee, LP
  By:   Loyalsock Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
IPC (MT) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


AL (MT) Holding, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Lewisburg Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Lewisburg Nominee, LP
  By:   Lewisburg Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Hendersonville Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Hendersonville Nominee, LP
  By:   Hendersonville Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Lima Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Lima Nominee, LP
  By:   Lima Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Kingsport Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Kingsport Nominee, LP
  By:   Kingsport Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Xenia Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Xenia Nominee, LP
  By:   Xenia Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Knoxville Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Knoxville Nominee, LP
  By:   Knoxville Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Chippewa Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary
Chippewa Nominee, LP
  By:   Chippewa Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary
Dillsburg Nominee, LLC
By:  

/s/ T. Richard Riney

Name:   T. Richard Riney
Title:   Executive Vice President, General Counsel and Secretary


Dillsburg Nominee, LP

  By:   Dillsburg Nominee, LLC, its General Partner
  By:  

/s/ T. Richard Riney

  Name:   T. Richard Riney
  Title:   Executive Vice President, General Counsel and Secretary


TRUSTEE:
U.S. Bank National Association
By:  

/s/ Robert T. Jones

Name:   Robert T. Jones
Title:   Vice President & Trust Officer


ANNEX A

GUARANTEEING SUBSIDIARIES

 

Name

 

Place of Organization

or Formation

Ventas MOB Holdings, LLC

  Delaware

Ventas Nexcore Holding, LLC

  Delaware

Ventas Broadway MOB, LLC

  Delaware

Ventas Casper Holdings, LLC

  Delaware

Ventas SSL Ontario III, Inc.

  Ontario

SZR Mississauga Inc.

  Ontario

Ventas SSL Lynn Valley, Inc.

  Ontario

SZR Markham Inc.

  Ontario

Ventas SSL Beacon Hill, Inc.

  Ontario

SZR Richmond Hill Inc.

  Ontario

Ventas SSL Ontario II, Inc.

  Ontario

Ventas Grantor Trust #2

  Delaware

SZR Windsor Inc.

  Ontario

SZR Oakville Inc.

  Ontario

Ventas SSL Vancouver, Inc.

  Ontario

Sunrise of Vancouver Limited

  Jersey

SZR of Burlington Inc.

  Ontario

Ventas Grantor Trust #1

  Delaware

Ventas SSL, Inc.

  Delaware

Ventas SSL Holdings, Inc.

  Delaware

Ventas SSL Holdings, LLC

  Delaware

Sunrise REIT US Holdings, Inc.

  Delaware

SZR Willowbrook, LLC

  Delaware

SZR US UPREIT THREE, LLC

  Delaware

SZR Lincoln Park, LLC

  Delaware

SZR North Hills, LLC

  Delaware

SZR Westlake Village LLC

  Delaware

SZR Yorba Linda, LLC

  Delaware


Name

 

Place of Organization

or Formation

SZR Columbia, LLC

  Delaware

SZR Norwood, LLC

  Delaware

SZR Rockville, LLC

  Delaware

SZR San Mateo, LLC

  Delaware

SZR US Finance, Inc.

  Delaware

SZR US Investments, Inc.

  Delaware