SUPPLEMENTAL INDENTURE

EX-4.3 5 dex43.htm SUPPLEMENTAL INDENTURE Supplemental Indenture

EXHIBIT 4.3

This Supplemental Indenture, dated as of May 10, 2007 (this “Supplemental Indenture” or “Guarantee”), among the entities listed on Annex A hereto (each, a “Guarantor” and collectively, the “Guarantors”), Ventas, Inc. (together with its successors and assigns, the “Issuer”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of December 1, 2006 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 3⁷/8% Convertible Senior Notes due 2011 of the Issuer (the “Notes”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Noteholder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Issuer, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Noteholders as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Noteholders” in this Supplemental Indenture shall refer to the term “Noteholders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Noteholders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.01. Agreement to be Bound. Each Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

Section 2.02. Guarantee. Each Guarantor fully, unconditionally and irrevocably guarantees to each holder of the Notes and the Trustee the Obligations pursuant to Article 14 of

the Indenture on a senior basis. To evidence its guarantee, each Guarantor hereby agrees that a notation of its Subsidiary Guarantee substantially in the form attached to the form of Note set forth in Exhibit A to the Indenture will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Each Guarantor further agrees that its Subsidiary Guarantee shall remain in full force an defect notwithstanding any failure to so endorse each Note.

ARTICLE 3

MISCELLANEOUS

Section 3.01. Notices. All notices and other communications to any Guarantor shall be given as provided in the Indenture to such Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

Section 3.02. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Noteholders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.03. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.04. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.05. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Noteholder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.06. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Section 3.07. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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


GUARANTORS

	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



ISSUER

	VENTAS, INC., as Issuer

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

EXISTING SUBSIDIARY GUARANTORS

	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 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



THE TRUSTEE

	U.S. BANK NATIONAL ASSOCIATION, as Trustee

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

Annex A

GUARANTORS


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

Annex A


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