Contract
Exhibit 4.1.8
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the Subsidiary Guarantors named in the Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule A hereto (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, that certain Second Supplemental Indenture dated as of November 1, 2011, that certain Third Supplemental Indenture dated as of December 29, 2011, that certain Fourth Supplemental Indenture dated as of March 28, 2012, that certain Fifth Supplemental Indenture dated as of November 30, 2012, that certain Sixth Supplemental Indenture dated as of May 15, 2014 and that certain Seventh Supplemental Indenture dated as of September 30, 2014 (collectively, the “Indenture”), providing for the issuance of the Issuers’ 7 3⁄4% Senior Notes due 2019 (the “Notes”);
WHEREAS, on December 29, 2014, the New Guarantors, which constitute Restricted Subsidiaries that are not Subsidiary Guarantors, became guarantors with respect to that certain Credit Agreement, dated as of May 14, 2014, among the Partnership, as Parent Borrower, AHCC, as Subsidiary Borrower, the Parent, as REIT Guarantor, and the other guarantors named therein, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto;
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.
6. Trustee. The Trustee accepts the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers or for or with respect to (i) the validity, efficacy, or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, by corporate action or otherwise, or (iii) the due execution hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, and the Trustee makes no representation with respect to any such matters.
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2
IN WITNESS WHEREOF, the parties hereto have caused this Eighth 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
| AVIV HEALTHCARE CAPITAL CORPORATION, as Issuer | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
| AVIV REIT, INC., as Parent and a Guarantor | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., as a Subsidiary Guarantor | ||
| By: | Aviv Healthcare Properties Limited Partnership, its general partner | |
| By: | Aviv REIT, Inc., its general partner | |
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
| 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| The entities listed on Schedule I hereto, as 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| Chardon Ohio Property Holdings, L.L.C., as Subsidiary Guarantor | ||
| By: | Chardon Ohio Property, L.L.C., its sole member | |
| By: | Aviv Financing II, L.L.C., its 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
| Falcon Four Property Holding, L.L.C., as Subsidiary Guarantor | ||
| By: | Falcon Four Property, L.L.C., its sole member | |
| By: | Aviv Financing II, L.L.C., its 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| The entities listed on Schedule III hereto, as Subsidiary Guarantors | ||
| By: | Aviv Financing III, 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
| The entities listed on Schedule IV 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| The entities listed on Schedule V hereto, as Subsidiary Guarantors | ||
| By: | Aviv Financing V, 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/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Operating Officer | |
Eighth Supplemental Indenture
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxx | |||
| Title: | Vice President | |||
Eighth Supplemental Indenture
Schedule A
New Guarantors
Dallas Two Property, L.L.C.
Greenville Kentucky Property, L.L.C.
Schedule I
Subsidiaries of Aviv Financing I, L.L.C.
Alamogordo Aviv, L.L.C.
Xxxx Xxxxx, L.L.C.
Bradenton ALF Property, L.L.C.
Xxxxxxxx XXX Property, L.L.C.
California Aviv, L.L.C.
Chippewa Valley, L.L.C.
Xxxxxxx Associates, L.L.C.
Columbus Western Avenue, L.L.C.
Commerce Nursing Homes, L.L.C.
Commerce Xxxxxxxx Xxxx Drive, L.L.C.
Conroe Xxxxx Xxxx Road, L.L.C.
Denison Texas, L.L.C.
Falfurrias Texas, L.L.C.
Fredericksburg South Xxxxx Street, L.L.C.
Freewater Oregon, L.L.C.
Fullerton California, L.L.C.
Germantown 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.
Jasper Springhill Street, L.L.C.
XxXxxxxx Street Property, L.L.C.
Missouri Associates, L.L.C.
Missouri Regency Associates, L.L.C.
Mount Washington Property, 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
Omaha Associates, L.L.C.
Riverside Nursing Home Associates, L.L.C.
Santa Xxx-Xxxxxxxx, L.L.C.
Savoy/Bonham Venture, L.L.C.
Southern California Nevada, L.L.C.
Tujunga, L.L.C.
Washington-Oregon Associates, L.L.C.
West Yarmouth Property I, L.L.C.
West Yarmouth Property II, L.L.C.
Xxxxxx XXX Property, L.L.C.
Xxxxxxx Healthcare Associates, L.L.C.
Schedule II
Subsidiaries of Aviv Financing II, L.L.C.
000 Xxxxxxxx Xxxx, X.X.X.
Xxxxxxxx Aviv, L.L.C.
Xxxxx Street Property, L.L.C.
Avon Ohio, L.L.C.
Belleville Illinois, L.L.C.
Bellingham II Associates, L.L.C.
Xxxxxx XXX Property, L.L.C.
BHG Aviv, L.L.C.
Biglerville Road, L.L.C.
Bonham Texas, L.L.C.
Xxxxxx NH Property, L.L.C.
Camas Associates, L.L.C.
Champaign Xxxxxxxxxx Xxxxxxxx, L.L.C.
Chardon Ohio Property, L.L.C.
Chatham Aviv, L.L.C.
Clarkston Care, L.L.C.
Colonial Madison Associates, L.L.C.
Columbus Texas Aviv, L.L.C.
CR Aviv, L.L.C.
Crooked River Road, L.L.C.
Cuyahoga Falls Property, L.L.C.
Dallas Two Property, L.L.C.
Darien ALF Property, L.L.C.
East Xxxxxxx Street, L.L.C.
Edgewood Drive Property, L.L.C.
Elite Yorkville, L.L.C.
Falcon Four Property, L.L.C.
Florida ALF Properties, L.L.C.
Fort Stockton Property, L.L.C.
Four Fountains Aviv, L.L.C.
Giltex Care, L.L.C.
Xxxxxxxx Texas Property, L.L.C.
Great Bend Property, L.L.C.
Greenville Kentucky Property, L.L.C.
HHM Aviv, L.L.C.
Hidden Acres Property, L.L.C.
Idaho Associates, L.L.C.
Iowa Lincoln County Property, L.L.C.
Karan Associates Two, L.L.C.
Karissa Court Property, L.L.C.
KB Northwest Associates, L.L.C.
Kentucky NH Properties, L.L.C.
Louisville Dutchmans Property, L.L.C.
Magnolia Drive Property, L.L.C.
Mansfield Aviv, L.L.C.
Massachusetts Nursing Homes, L.L.C.
Minnesota Associates, L.L.C.
Mishawaka Property, L.L.C.
Monterey Park Leasehold Mortgage, L.L.C.
Mt. Vernon Texas, L.L.C.
Xxxxxx County, L.L.C.
Muscatine Toledo Properties, L.L.C.
New Hope Property, L.L.C.
Nicholasville Kentucky Property, L.L.C.
North Royalton Ohio Property, 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 Three, L.L.C.
Ohio Aviv Two, L.L.C.
Ohio Aviv, L.L.C.
Ohio Indiana Property, L.L.C.
Oklahoma Two Property, L.L.C.
Oklahoma Warr Wind, L.L.C.
Oregon Associates, L.L.C.
Oso Avenue Property, L.L.C.
Peabody Associates, L.L.C.
Xxxxxxxxxx Road Property, L.L.C.
Pocatello Idaho Property, L.L.C.
Prescott Arkansas, L.L.C.
Ravenna Ohio Property, L.L.C.
Richland Washington, L.L.C.
Rockingham Drive Property, L.L.C.
Santa Fe Missouri Associates, L.L.C.
Xxxxxx Aviv, L.L.C.
Sierra Ponds Property, L.L.C.
Skyview Associates, L.L.C.
St. Xxxxxx Missouri Property, L.L.C.
Star City Arkansas, L.L.C.
Stephenville Texas Property, L.L.C.
Texas Four Property, L.L.C.
Texhoma Avenue Property, L.L.C.
Tulare County Property, L.L.C.
Washington Idaho Property, L.L.C.
Wellington Leasehold, L.L.C.
West Pearl Street, L.L.C.
Xxxxxxxx Street Property, L.L.C.
Yuba Aviv, L.L.C.
Schedule III
Subsidiaries of Aviv Financing III, L.L.C.
Riverside Nursing Home Associates Two, L.L.C.
STBA Properties, L.L.C.
Schedule IV
Subsidiaries of Aviv Financing IV, L.L.C.
Aviv Foothills, L.L.C.
Aviv Liberty, L.L.C.
California Aviv Two, L.L.C.
Effingham Associates, L.L.C.
Elite Mattoon, L.L.C.
Gardnerville Property, L.L.C.
Kansas Five Property, L.L.C.
Karan Associates, L.L.C.
Manor Associates, L.L.C.
Newtown ALF Property, L.L.C.
Ohio Pennsylvania Property, L.L.C.
Orange ALF Property, L.L.C.
Pomona Vista L.L.C.
Raton Property Limited Company
Red Rocks, L.L.C.
Xxxx Xxxxxxx Park Property, L.L.C.
Salem Associates, L.L.C.
San Xxxx NH Property, L.L.C.
Sandalwood Arkansas Property, L.L.C.
Sedgwick Properties, L.L.C.
Sun-Mesa Properties, L.L.C.
VRB Aviv, L.L.C.
Watauga Associates, L.L.C.
Xxxxxx Texas Aviv, L.L.C.
Schedule V
Subsidiaries of Aviv Financing V, L.L.C.
Casa/Sierra California Associates, L.L.C.
Florida Four Properties, L.L.C.
Glendale NH Property, L.L.C.
Kingsville Texas, L.L.C.
Montana Associates, L.L.C.
Orange, L.L.C.
Peabody Associates Two, L.L.C.
Seguin Texas Property, L.L.C.
Southeast Missouri Property, L.L.C.
Xxxxxxx Avenue Property, L.L.C.
Texas Fifteen Property, L.L.C.
