Contract
Exhibit 4.7.5
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of September 29, 2014, 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), C.H.P. Limited Liability Company, a New Hampshire limited liability company, C.H.R. Limited Liability Company, a New Hampshire limited liability company, DJB Realty L.L.C., a New Hampshire limited liability company, Sable-Aurora, LLC, a Colorado limited liability company, Xxxxx Xxxxxxxx Preferred Equity, LLC, a Delaware limited liability company, Sabra Montana, LLC, a Delaware limited liability company, Sabra New Braunfels Preferred Equity, LLC, a Delaware limited liability company, Sabra Phoenix TRS Venture II, LLC, a Delaware limited liability company, XX Xxxxxxxx City, LLC, a Georgia limited liability company, and SB New Martinsville, LLC, a West Virginia limited liability company (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) 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”).
WHEREAS, the Issuers, the Parent and the guarantors party thereto have heretofore executed and delivered to the Trustee an Indenture dated as of May 23, 2013 (as amended and supplemented, the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 23, 2013 (the “First Supplemental Indenture”) providing for the issuance of 5.375% Senior Notes due 2023, the Second Supplemental Indenture, dated as of January 8, 2014, which added certain guarantors, the Third Supplemental Indenture dated as of January 23, 2014 (the “Third Supplemental Indenture”) providing for the issuance of the 5.5% Senior Notes due 2021 (collectively, with the 5.375% Senior Notes due 2023, the “Notes”) and the Fourth Supplemental Indenture, dated as of April 30, 2014, which added certain guarantors;
WHEREAS, Section 10.14 of the First Supplemental Indenture and the Third Supplemental Indenture, as applicable, provides that under certain circumstances 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”);
1
4. NEW YORK LAW TO GOVERN. THIS FIFTH 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.
2
[Signature pages follow]
3
SABRA HEALTH CARE LIMITED PARTNERSHIP, as Issuer, | ||
By: | Sabra Health Care REIT, Inc., its general partner | |
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Executive Vice President, Chief Financial Officer and Secretary | ||
SABRA CAPITAL CORPORATION, as Issuer, | ||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Treasurer and Secretary | ||
SABRA HEALTH CARE REIT, INC., as Parent and a Guarantor, | ||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Executive Vice President, Chief Financial Officer and Secretary |
[Signature Page to Fifth Supplemental Indenture]
C.H.P. LIMITED LIABILITY COMPANY, | ||
as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary | ||
C.H.R. LIMITED LIABILITY COMPANY, as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary | ||
DJB REALTY L.L.C., as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary | ||
SABLE-AURORA, LLC, as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary | ||
XXXXX XXXXXXXX PREFERRED EQUITY, LLC, as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary | ||
SABRA MONTANA, LLC, as a Guarantor | ||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |
Name: Xxxxxx X. Xxxxxxx, Xx. | ||
Title: Chief Financial Officer and Secretary |
[Signature Page to Fifth Supplemental Indenture]
SABRA NEW BRAUNFELS PREFERRED EQUITY, LLC as a Guarantor | ||||
By: |
/s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA PHOENIX TRS VENTURE II, LLC, as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
XX XXXXXXXX CITY, LLC, as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SB NEW MARTINSVILLE, LLC, as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary |
[Signature Page to Fifth Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee, | ||
By: |
/s/ Xxxxxxx Tu | |
Name: Xxxxxxx Tu | ||
Title: Assistant Vice President |
[Signature Page to Fifth Supplemental Indenture]