SUPPLEMENTAL INDENTURE

EX-4.10.3 3 dex4103.htm SUPPLEMENTAL INDENTURE Supplemental Indenture

EXHIBIT 4.10.3

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 21, 2006, 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”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated as of September 19, 2006 (the “Base Indenture”), as amended by the First Supplemental Indenture dated as of September 19, 2006 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of 6 3/4% Senior Notes due 2017 (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 “Securities 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 hereunder or thereunder, that:

(i) the principal of, and premium, 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 Securities Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and such Guaranteeing Subsidiary 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 Securities 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.

(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 Securities 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 Securities Guarantee.

 

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(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 this Securities Guarantee.

(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 Securities Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Securities Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that this Securities Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Securities 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 such 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 and this Securities Guarantee 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 Securities Guarantee 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 Securities 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 Securities Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Securities Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Securities Guarantees had been issued at the date of the execution hereof.

 

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(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 Securities 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 Section 10.05 of the Indenture shall not be required to assume the obligations of such Guaranteeing Subsidiary. The Securities Guarantee of a Guaranteeing Subsidiary shall also be released in accordance with the provisions of Section 10.06 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 or Section 10.06, as applicable, 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 Securities Guarantee.

(b) Any Guaranteeing Subsidiary not released from its obligations under its Securities 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 such Guaranteeing Subsidiary under the Notes, this Securities 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.

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 BUT 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.

 

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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:

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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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

/s/ T. Richard Riney

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

 

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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, 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

 

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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

 

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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

 

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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

 

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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

 

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ET Pennsburg Finance, L.L.C.
By:  

 

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

 

26


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

 

27


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

 

28


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

 

29


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

 

30


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

 

31


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

 

32


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

 

33


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

 

34


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

 

35


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

 

36


TRUSTEE:
U.S. Bank National Association
By:  

/s/ Robert T. Jones

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

 

37


ANNEX A

GUARANTEEING SUBSIDIARIES

 

Name

  

Place of Organization
or Formation

VSCRE Holdings, LLC

   Delaware

United Rehab Realty Holding, LLC

   Delaware

EC Lebanon Realty, LLC

   Delaware

EC Hamilton Place Realty, LLC

   Delaware

EC Timberlin Parc Realty, LLC

   Delaware

EC Halcyon Realty, LLC

   Delaware

BCC Martinsburg Realty, LLC

   Delaware

BCC Ontario Realty, LLC

   Delaware

BCC Medina Realty, LLC

   Delaware

BCC Washington Township Realty, LLC

   Delaware

BCC Altoona Realty, LLC

   Delaware

BCC Altoona Realty GP, LLC

   Delaware

BCC Altoona Realty, LP

   Delaware

BCC Reading Realty, LLC

   Delaware

BCC Reading Realty GP, LLC

   Delaware

BCC Reading Realty, LP

   Delaware

BCC Berwick Realty, LLC

   Delaware

BCC Berwick Realty GP, LLC

   Delaware

BCC Berwick Realty, LP

   Delaware

BCC Lewistown Realty, LLC

   Delaware

BCC Lewistown Realty GP, LLC

   Delaware

BCC Lewistown Realty, LP

   Delaware

BCC State College Realty, LLC

   Delaware

BCC State College Realty GP, LLC

   Delaware

BCC State College Realty, LP

   Delaware

South Beaver Realty Holdings, LLC

   Delaware

BCC South Beaver Realty, LLC

   Delaware

Shippensburg Realty Holdings, LLC

   Delaware


Name

  Place of Organization
or Formation

BCC Shippensburg Realty, LLC

  Delaware

IPC (AL) Holding, LLC

  Delaware

AL (AP) Holding, LLC

  Delaware

Allison Park Nominee, LLC

  Delaware

Allison Park Nominee, LP

  Delaware

IPC (HCN) Holding, LLC

  Delaware

AL (HCN) Holding, LLC

  Delaware

Bloomsburg Nominee, LLC

  Delaware

Sagamore Hills Nominee, LLC

  Delaware

Lebanon Nominee, LLC

  Delaware

Saxonburg Nominee, LLC

  Delaware

Loyalsock Nominee, LLC

  Delaware

Bloomsburg Nominee, LP

  Delaware

Sagamore Hills Nominee, LP

  Delaware

Lebanon Nominee, LP

  Delaware

Saxonburg Nominee, LP

  Delaware

Loyalsock Nominee, LP

  Delaware

IPC (MT) Holding, LLC

  Delaware

AL (MT) Holding, LLC

  Delaware

Lewisburg Nominee, LLC

  Delaware

Hendersonville Nominee, LLC

  Delaware

Lima Nominee, LLC

  Delaware

Kingsport Nominee, LLC

  Delaware

Xenia Nominee, LLC

  Delaware

Knoxville Nominee, LLC

  Delaware

Chippewa Nominee, LLC

  Delaware

Dillsburg Nominee, LLC

  Delaware

Lewisburg Nominee, LP

  Delaware

Hendersonville Nominee, LP

  Delaware

Lima Nominee, LP

  Delaware

Kingsport Nominee, LP

  Delaware


Name

  

Place of Organization

or Formation

Xenia Nominee, LP

   Delaware

Knoxville Nominee, LP

   Delaware

Chippewa Nominee, LP

   Delaware

Dillsburg Nominee, LP

   Delaware