Contract

Exhibit 4.1.3

EXECUTION COPY

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 12, 2012, among Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (together, the “Issuers”), Sabra Health Care REIT, Inc., a Maryland corporation (the “Parent” and a Guarantor, as defined in the Indenture referred to herein), Sabra Phoenix TRS Venture, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers, the Parent and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of October 27, 2010 providing for the issuance of 8.125% Senior Notes due 2018 (the “Notes”);

WHEREAS, Section 4.14 of the Indenture provides that under certain circumstances each the Parent shall not permit any future Guaranteeing Subsidiary of the Issuers to Guarantee any Indebtedness of the Issuers unless such Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the obligations of the Issuers under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guaranty”);

WHEREAS, pursuant to Section 10.03 of the Indenture, the Guaranteeing Subsidiary is required to endorse a notation of its Note Guaranty substantially in the form included in Exhibit D to the Indenture;

WHEREAS, pursuant to Section 9.01 and 9.06 of the Indenture, the Trustee is authorized and directed to execute and deliver this Third Supplemental Indenture; and

WHEREAS, all the conditions and requirements necessary to make this Third Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Issuers, the Parent, the Guaranteeing Subsidiary, the other Guarantors 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 GUARANTY. The Guaranteeing Subsidiary hereby agrees, jointly and severally with all Guarantors, to provide an unconditional Guaranty, on and subject to the terms, conditions and limitations set forth in the Guaranty and in the Indenture, including, but not limited, to Article Ten thereof and to perform all of the obligations and agreements of a Guarantor under the Indenture as if named as a Guarantor thereunder.

3. NOTATION OF GUARANTY. The Guaranteeing Subsidiary hereby agrees that a notation of such Note Guaranty substantially in the form included in Exhibit D to the Indenture shall be endorsed by an Officer of the Guaranteeing Subsidiary in accordance with the requirements of Section 10.03 of the Indenture.

4. NEW YORK LAW TO GOVERN. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

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

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

8. REPRESENTATIONS AND WARRANTIES. The Issuers, the Parent, each Guarantor and the Guaranteeing Subsidiary hereby represents and warrants to the Trustee and the Holders that all the conditions and requirements necessary to make this Third Supplemental Indenture a valid, binding and legal instrument, enforceable in accordance with its terms, have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

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

SABRA HEALTH CARE LIMITED PARTNERSHIP, as Issuer,
by		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

SABRA CAPITAL CORPORATION, as Issuer,
by		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

SABRA HEALTH CARE REIT, INC., as Parent and a Guarantor,
by		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

SABRA HEALTH CARE LLC, as Subsidiary Guarantor
By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE HOLDINGS I, LLC, as Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE HOLDINGS II, LLC as Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
ORCHARD RIDGE NURSING CENTER LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
NEW HAMPSHIRE HOLDINGS LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
OAKHURST MANOR NURSING CENTER LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

SUNSET POINT NURSING CENTER LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
CONNECTICUT HOLDINGS I LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
WEST BAY NURSING CENTER LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
HHC 1998-I TRUST, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
NORTHWEST HOLDINGS I LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
000 XXXXXXX XXXXXX, XXX, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

0000 XXXXXX XXXXXX, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
KENTUCKY HOLDINGS I, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
XXXXX XXXX DRIVE, LLC (FKA PEAK MEDICAL OKLAHOMA HOLDINGS-LAKE DRIVE, INC.), as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
BAY TREE NURSING CENTER LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE HOLDINGS III, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE HOLDINGS IV, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

SABRA IDAHO, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA CALIFORNIA II, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA NEW MEXICO, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA CONNECTICUT II, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA OHIO, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA KENTUCKY, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

SABRA NC, LLC, as a Subsidiary Guarantor
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA TEXAS PROPERTIES, L.P., a Texas limited partnership as a Guaranteeing Subsidiary
			By: Sabra Texas GP, LLC, its General Partner
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA TEXAS GP, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA TEXAS HOLDINGS, L.P., a Texas limited partnership as a Guaranteeing Subsidiary
			By: Sabra Texas Holdings GP, LLC, its General Partner
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA TEXAS HOLDINGS GP, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE DELAWARE, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

SABRA HEALTH CARE VIRGINIA, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE PENNSYLVANIA, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA HEALTH CARE NORTHEAST, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary
SABRA PHOENIX TRS VENTURE, LLC, as a Guaranteeing Subsidiary
			By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee,
by		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Vice President

[Signature Page to Supplemental Indenture]