MPT OF OGDEN, LLC, MPT OF LITTLE ELM FCER, LLC and MPT OF BRODIE FCER, LLC, as Guarantors, MPT OPERATING PARTNERSHIP, L.P. and MPT FINANCE CORPORATION, as Issuers, MEDICAL PROPERTIES TRUST, INC., as Parent and a Guarantor, the other GUARANTORS named...
Exhibit 4.15
MPT OF XXXXX, LLC,
MPT OF LITTLE ELM FCER, LLC
and
MPT OF XXXXXX FCER, LLC,
as Guarantors,
MPT OPERATING PARTNERSHIP, L.P.
and
MPT FINANCE CORPORATION,
as Issuers,
MEDICAL PROPERTIES TRUST, INC.,
as Parent and a Guarantor,
the other GUARANTORS named herein,
as Guarantors,
and
WILMINGTON TRUST COMPANY,
as Trustee
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of October 30, 2013
To
INDENTURE
Dated as of April 26, 2011
6.875% Senior Notes due 2021
TWELFTH SUPPLEMENTAL INDENTURE
TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”), dated as of October 30, 2013, by and among MPT of Xxxxx, LLC, a Delaware limited liability company, MPT of Little Elm FCER, LLC, a Delaware limited liability company, and MPT of Xxxxxx FCER, LLC, a Delaware limited liability company (the “New Guaranteeing Subsidiaries”), MPT Operating Partnership, L.P., a Delaware limited partnership (“Opco”), MPT Finance Corporation, a Delaware corporation (“Xxxxx” and, together with Opco, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors (as defined in the Indenture), as Guarantors, and Wilmington Trust Company, a Delaware chartered trust company, as Trustee (the “Trustee”).
indenture pursuant to which such entity shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under the Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Twelfth Supplemental Indenture.
(a) The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twelfth Supplemental Indenture or the proper authorization or the due execution hereof by the Issuers or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Issuers.
(b) On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Twelfth Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Twelfth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Twelfth Supplemental Indenture.
(c) This Twelfth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Twelfth Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all the provisions of the Indenture shall remain in full force and effect in accordance with the terms thereof and as amended and supplemented by this Twelfth Supplemental Indenture.
(d) THIS TWELFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
MPT OPERATING PARTNERSHIP, L.P., | ||||||||||
as Issuer | ||||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||||
its general partner | ||||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||||
its sole member | ||||||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||||
Name: | R. Xxxxxx Xxxxxx | |||||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||||
MPT FINANCE CORPORATION, | ||||||||||
as Issuer | ||||||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||||
Name: | R. Xxxxxx Xxxxxx | |||||||||
Title: | President, Secretary and General Manager | |||||||||
MEDICAL PROPERTIES TRUST, INC., | ||||||||||
as Parent and a Guarantor | ||||||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||||
Name: | R. Xxxxxx Xxxxxx | |||||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||||
MEDICAL PROPERTIES TRUST, LLC | ||||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||||
its sole member | ||||||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||||
Name: | R. Xxxxxx Xxxxxx | |||||||||
Title: | Executive Vice President and Chief Financial Officer |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF VICTORVILLE, LLC | ||||||||
MPT OF BUCKS COUNTY, LLC | ||||||||
MPT OF BLOOMINGTON, LLC | ||||||||
MPT OF XXXXXXXXX, LLC | ||||||||
MPT OF XXXXXX SPRINGS, LLC | ||||||||
MPT OF XXXXXXX, LLC | ||||||||
MPT OF CHINO, LLC | ||||||||
MPT OF DALLAS LTACH, LLC | ||||||||
MPT OF PORTLAND, LLC | ||||||||
MPT OF WARM SPRINGS, LLC | ||||||||
MPT OF VICTORIA, LLC | ||||||||
MPT OF LULING, LLC | ||||||||
MPT OF WEST ANAHEIM, LLC | ||||||||
MPT OF LA PALMA, LLC | ||||||||
MPT OF PARADISE VALLEY, LLC | ||||||||
MPT OF SOUTHERN CALIFORNIA, LLC | ||||||||
MPT OF TWELVE OAKS, LLC | ||||||||
MPT OF SHASTA, LLC | ||||||||
MPT OF BOSSIER CITY, LLC | ||||||||
MPT OF WEST VALLEY CITY, LLC | ||||||||
MPT OF IDAHO FALLS, LLC | ||||||||
MPT OF POPLAR BLUFF, LLC | ||||||||
MPT OF BENNETTSVILLE, LLC | ||||||||
MPT OF DETROIT, LLC | ||||||||
MPT OF BRISTOL, LLC | ||||||||
MPT OF NEWINGTON, LLC | ||||||||
MPT OF ENFIELD, LLC | ||||||||
MPT OF PETERSBURG, LLC | ||||||||
MPT OF GARDEN GROVE HOSPITAL, LLC | ||||||||
MPT OF GARDEN GROVE MOB, LLC | ||||||||
MPT OF SAN DIMAS HOSPITAL, LLC | ||||||||
MPT OF SAN DIMAS MOB, LLC | ||||||||
MPT OF CHERAW, LLC | ||||||||
MPT OF FT. LAUDERDALE, LLC. | ||||||||
MPT OF PROVIDENCE, LLC | ||||||||
MPT OF SPRINGFIELD, LLC | ||||||||
MPT OF WARWICK, LLC | ||||||||
MPT OF XXXXXXXXXX, LLC | ||||||||
MPT OF ROUND ROCK, LLC | ||||||||
MPT OF SHENANDOAH, LLC | ||||||||
MPT OF HILLSBORO, LLC | ||||||||
MPT OF XXXXXXXX, LLC | ||||||||
MPT OF CLEAR LAKE, LLC | ||||||||
MPT OF TOMBALL, LLC | ||||||||
MPT OF XXXXXXX, LLC | ||||||||
MPT OF CORINTH, LLC | ||||||||
MPT OF BAYONNE, LLC | ||||||||
MPT OF XXXXXXXX, LLC | ||||||||
MPT OF DESOTO, LLC |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF XXXXXXX, LLC | ||||||||||
MPT OF HOBOKEN HOSPITAL, LLC | ||||||||||
MPT OF HOBOKEN REAL ESTATE, LLC | ||||||||||
MPT OF OVERLOOK PARKWAY, LLC | ||||||||||
MPT OF NEW BRAUNFELS, LLC | ||||||||||
MPT OF XXXXXXXX HILLS, LLC | ||||||||||
MPT OF WICHITA, LLC | ||||||||||
MPT OF XXXXXXXX, LLC | ||||||||||
MPT OF BOISE, LLC | ||||||||||
MPT OF BROWNSVILLE, LLC | ||||||||||
MPT OF CASPER, LLC | ||||||||||
MPT OF COMAL COUNTY, LLC | ||||||||||
MPT OF GREENWOOD, LLC | ||||||||||
MPT OF JOHNSTOWN, LLC | ||||||||||
MPT OF LAREDO, LLC | ||||||||||
MPT OF LAS CRUCES, LLC | ||||||||||
MPT OF MESQUITE, LLC | ||||||||||
MPT OF POST FALLS, LLC | ||||||||||
MPT OF PRESCOTT VALLEY, LLC | ||||||||||
MPT OF PROVO, LLC | ||||||||||
MPT OF NORTH CYPRESS, LLC | ||||||||||
MPT OF LAFAYETTE, LLC | ||||||||||
MPT OF INGLEWOOD LLC | ||||||||||
MPT OF RENO, LLC | ||||||||||
MPT OF ROXBOROUGH, LLC | ||||||||||
MPT OF ALTOONA, LLC | ||||||||||
MPT OF XXXXXXX, LLC | ||||||||||
MPT OF SPARTANBURG, LLC | ||||||||||
MPT OF WYANDOTTE COUNTY, LLC | ||||||||||
MPT OF LEAVENWORTH, LLC | ||||||||||
MPT OF CORPUS CHRISTI, LLC | ||||||||||
MPT OF XXXXXX FCER, LLC | ||||||||||
MPT OF LITTLE ELM FCER, LLC | ||||||||||
MPT OF XXXXX, LLC | ||||||||||
By: | MPT OPERATING PARTNERSHIP, L.P., sole member of each of the above entities | |||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||||
Name: | R. Xxxxxx Xxxxxx | |||||||||
Title: | Executive Vice President and Chief Financial Officer |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF BUCKS COUNTY, L.P. | ||||||||
By: | MPT OF BUCKS COUNTY, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF DALLAS LTACH, L.P. | ||||||||
By: | MPT OF DALLAS LTACH, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF WARM SPRINGS, L.P. | ||||||||
By: | MPT OF WARM SPRINGS, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF VICTORIA, L.P. | ||||||||
By: | MPT OF VICTORIA, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF LULING, L.P. | ||||||||
By: | MPT OF LULING, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF WEST ANAHEIM, L.P. | ||||||||
By: | MPT OF WEST ANAHEIM, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||
its sole member | ||||||||
MPT OF XX XXXXX, X.X. | ||||||||
By: | MPT OF LA PALMA, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF PARADISE VALLEY, L.P. | ||||||||
By: | MPT OF PARADISE VALLEY, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||
its sole member | ||||||||
MPT OF SOUTHERN CALIFORNIA, L.P. | ||||||||
By: | MPT OF SOUTHERN CALIFORNIA, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||
its sole member | ||||||||
MPT OF TWELVE OAKS, L.P. | ||||||||
By: | MPT OF TWELVE OAKS, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||
its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF SHASTA, L.P. | ||||||||
By: | MPT OF SHASTA, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., | |||||||
its sole member | ||||||||
MPT OF GARDEN GROVE HOSPITAL, L.P. | ||||||||
By: | MPT OF GARDEN GROVE HOSPITAL, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF GARDEN GROVE MOB, L.P. | ||||||||
By: | MPT OF GARDEN GROVE MOB, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF SAN DIMAS HOSPITAL, L.P. | ||||||||
By: | MPT OF SAN DIMAS HOSPITAL, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF SAN DIMAS MOB, L.P. | ||||||||
By: | MPT OF SAN DIMAS MOB, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF XXXXXXXXXX, X.X. | ||||||||
By: | MPT OF XXXXXXXXXX, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF ROUND ROCK, L.P. | ||||||||
By: | MPT OF ROUND ROCK, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF SHENANDOAH, L.P. | ||||||||
By: | MPT OF SHENANDOAH, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF HILLSBORO, L.P. | ||||||||
By: | MPT OF HILLSBORO, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF CLEAR LAKE, L.P. | ||||||||
By: | MPT OF CLEAR LAKE, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF TOMBALL, L.P. | ||||||||
By: | MPT OF TOMBALL, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF CORINTH, L.P. | ||||||||
By: | MPT OF CORINTH, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF XXXXXXXX, X.X. | ||||||||
By: | MPT OF XXXXXXXX, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF DESOTO, L.P. | ||||||||
By: | MPT OF DESOTO, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF MOUNTAIN VIEW LLC | ||||||||
By: | MPT OF IDAHO FALLS, LLC, its sole member | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
WICHITA HEALTH ASSOCIATES LIMITED PARTNERSHIP | ||||||||
By: | MPT OF WICHITA, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF NORTH CYPRESS, L.P. | ||||||||
By: | MPT OF NORTH CYPRESS, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MPT OF INGLEWOOD, L.P. | ||||||||
By: | MPT OF INGLEWOOD, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
MPT OF ROXBOROUGH, L.P. | ||||||||
By: | MPT OF ROXBOROUGH, LLC, its general partner | |||||||
By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||
its sole member | ||||||||
By: | MEDICAL PROPERTIES TRUST, LLC, | |||||||
its general partner | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
MEDICAL PROPERTIES TRUST, LLC | ||||||||
By: | MEDICAL PROPERTIES TRUST, INC., its sole member | |||||||
By: | /s/ R. Xxxxxx Xxxxxx | |||||||
Name: | R. Xxxxxx Xxxxxx | |||||||
Title: | Executive Vice President and Chief Financial Officer |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE
WILMINGTON TRUST COMPANY, as Trustee, | ||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Assistant Vice President |
TWELFTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE