Contract
EXHIBIT 4.1.2
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2011, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), Kansas Five Property, L.L.C., a Delaware limited liability company, Xxxxxx County, L.L.C., a Delaware limited liability company, and Ohio Pennsylvania Property, L.L.C., a Delaware limited liability company (collectively, the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., 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 Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture dated as of February 4, 2011, as supplemented by that certain First Supplemental Indenture dated as of March 22, 2011 (the “Indenture”), providing for the issuance of the Issuers’ 7 3/4% Senior Notes due 2019 (the “Notes”);
WHEREAS, on November 1, 2011, the New Guarantors, which constitute Restricted Subsidiaries that are not Subsidiary Guarantors, became co-borrowers with respect to the Acquisition Line and Term Loan;
WHEREAS, the Parent desires to elect, in its sole discretion pursuant to Section 4.14 of the Indenture, to cause the New Guarantors to guarantee the Notes;
WHEREAS, the Parent, the Issuers and the Subsidiary Guarantors desire to supplement the Indenture in order to, among other things, provide for the guarantee of the Notes by the New Guarantors;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all the conditions and requirements necessary to make this 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, the Issuers, the Parent, the Subsidiary Guarantors, the New 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 Guarantee. Each New Guarantor hereby agrees to unconditionally and irrevocably guarantee, jointly and severally, to each Holder and to the Trustee and its successors and assigns, the Guaranteed Obligations, on and subject to the terms, conditions and limitations set forth 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. New York Law to Govern. THIS 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.
4. Counterparts. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, .pdf transmission, email or other electronic means shall be effective as delivery of a manually executed counterpart.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
| AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, as Issuer | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| AVIV HEALTHCARE CAPITAL CORPORATION, as Issuer | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| AVIV REIT, INC., as Parent and a Guarantor | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| AVIV OP LIMITED PARTNER, L.L.C. and AVIV ASSET MANAGEMENT, L.L.C., as Subsidiary Guarantors | ||
| By: Aviv Healthcare Properties Limited Partnership, their sole member | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., as Subsidiary Guarantors | ||
| By: Aviv Healthcare Properties Limited Partnership, its general partner | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
Second Supplemental Indenture
| AVIV FINANCING I, L.L.C., AVIV FINANCING II, L.L.C., AVIV FINANCING III, L.L.C., AVIV FINANCING IV, L.L.C. and AVIV FINANCING V, L.L.C., as Subsidiary Guarantors | ||
| By: Aviv Healthcare Properties Operating Partnership I, L.P., their sole member | ||
| By: Aviv Healthcare Properties Limited Partnership, its general partner | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| The entities listed on Schedule I hereto, Subsidiary Guarantors | ||
| By: | Aviv Financing I, L.L.C., their sole member | |
| By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member | ||
| By: Aviv Healthcare Properties Limited Partnership, its general partner | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| The entities listed on Schedule II hereto, as Subsidiary Guarantors | ||
| By: | Aviv Financing II, L.L.C., their sole member | |
| By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member | ||
| By: Aviv Healthcare Properties Limited Partnership, its general partner | ||
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
Second Supplemental Indenture
| The entities listed on Schedule III hereto, as Subsidiary Guarantors | ||
| By: Aviv Financing IV, L.L.C., their sole member | ||
| By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member | ||
| By: Aviv Healthcare Properties Limited Partnership, its general partner | ||
| By: Aviv REIT, Inc., its general partner | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President | |
Second Supplemental Indenture
Schedule I
Subsidiaries of Aviv Financing I, L.L.C.
Alamogordo Aviv, L.L.C.
Xxxx Xxxxx, L.L.C.
Aviv Liberty, L.L.C.
Avon Ohio, L.L.C.
Xxxxxx Harbor, L.L.C.
California Aviv Two, L.L.C.
California Aviv, L.L.C.
Chenal Arkansas, L.L.C.
Chippewa Valley, L.L.C.
Xxxxxxx Associates, L.L.C.
Columbia View Associates, L.L.C.
Columbus Texas Aviv, L.L.C.
Columbus Western Avenue, L.L.C.
Commerce Nursing Homes, L.L.C.
Denison Texas, L.L.C.
Falfurrias Texas, L.L.C.
Xxxxxxxx Heights Associates, L.L.C.
Freewater Oregon, L.L.C.
Fullerton California, L.L.C.
Great Bend Property, L.L.C.
Heritage Monterey Associates, L.L.C.
Highland Leasehold, L.L.C.
Xxxxx Associates, L.L.C.
Hot Springs Aviv, L.L.C.
Houston Texas Aviv, L.L.C.
Hutchinson Kansas, L.L.C.
Kansas Five Property, L.L.C.
Manor Associates, L.L.C.
Massachusetts Nursing Homes, L.L.C.
Missouri Regency Associates, L.L.C.
Mt. Vernon Texas, L.L.C.
Xxxxxx County, L.L.C.
N.M. Bloomfield Three Plus One Limited Company
N.M. Espanola Three Plus One Limited Company
N.M. Lordsburg Three Plus One Limited Company
N.M. Silver City Three Plus One Limited Company
Ohio Pennsylvania Property, L.L.C.
Omaha Associates, L.L.C.
Orange ALF Property, L.L.C.
Peabody Associates, L.L.C.
Raton Property Limited Company
Red Rocks, L.L.C.
Riverside Nursing Home Associates, L.L.C.
Santa Xxx-Xxxxxxxx, L.L.C.
Savoy/Bonham Venture, L.L.C.
Skyview Associates, L.L.C.
Tujunga, L.L.C.
VRB Aviv, L.L.C.
Washington-Oregon Associates, L.L.C.
Xxxxxxx Healthcare Associates, L.L.C.
Xxxxxx Texas Aviv, L.L.C.
Yuba Aviv, L.L.C.
Schedule II
Subsidiaries of Aviv Financing II, L.L.C.
Arkansas Aviv, L.L.C.
Aviv Foothills, L.L.C.
Belleville Illinois, L.L.C.
Bellingham II Associates, L.L.C.
BHG Aviv, L.L.C.
Bonham Texas, L.L.C.
Camas Associates, L.L.C.
Chatham Aviv, L.L.C.
Clarkston Care, L.L.C.
Colonial Madison Associates, L.L.C.
CR Aviv, L.L.C.
Effingham Associates, L.L.C.
Elite Mattoon, L.L.C.
Elite Yorkville, L.L.C.
Fountain Associates, L.L.C.
Four Fountains Aviv, L.L.C.
Giltex Care, L.L.C.
HHM Aviv, L.L.C.
Hidden Acres Property, L.L.C.
Idaho Associates, L.L.C.
Karan Associates, L.L.C.
Karan Associates Two, L.L.C.
KB Northwest Associates, L.L.C.
Mansfield Aviv, L.L.C.
Minnesota Associates, L.L.C.
Monterey Park Leasehold Mortgage, L.L.C.
Newtown ALF Property, L.L.C.
Northridge Arkansas, L.L.C.
Norwalk ALF Property, L.L.C.
Oakland Nursing Homes, L.L.C.
October Associates, L.L.C.
Xxxxx Associates, L.L.C.
Ohio Aviv, L.L.C.
Oregon Associates, L.L.C.
Prescott Arkansas, L.L.C.
Salem Associates, L.L.C.
San Xxxx NH Property, L.L.C.
Santa Fe Missouri Associates, L.L.C.
Xxxxxx Aviv, L.L.C.
Skagit Aviv, L.L.C.
Southeast Missouri Property, L.L.C.
Star City Arkansas, L.L.C.
Sun-Mesa Properties, L.L.C.
Wellington Leasehold, L.L.C.
West Pearl Street, L.L.C.
Woodland Arkansas, L.L.C.
Xion, L.L.C.
Schedule III
Subsidiaries of Aviv Financing IV, L.L.C.
Xxxxxx NH Property, L.L.C.
Casa/Sierra California Associates, L.L.C.
Kingsville Texas, L.L.C.
Missouri Associates, L.L.C.
Montana Associates, L.L.C.
Orange, L.L.C.
Pomona Vista, L.L.C.
Richland Washington, L.L.C.
Xxxx Xxxxxxx Park Property, L.L.C.
Watauga Associates, L.L.C.
