Contract
Exhibit 4.6.6
EXECUTION VERSION
SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of January 13, 2017, 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 1717 Preferred Equity, LLC, a Delaware limited liability company, Sabra Beavercreek Preferred Equity, LLC, a Delaware limited liability company, Sabra BRP Celebration JV, LLC, a Delaware limited liability company, Sabra Canadian GP I, Inc., a British Columbia corporation, Sabra Canadian Holdings, LLC, a Delaware limited liability company, Sabra Canadian Properties I, Limited Partnership, a British Columbia limited partnership, Sabra Celebration Preferred Equity, LLC, a Delaware limited liability company, Sabra Clarksville Preferred Equity, LLC, a Delaware limited liability company, Sabra Deerfield Preferred Equity, LLC, a Delaware limited liability company, Sabra Hagerstown, LLC, a Delaware limited liability company, Sabra Health Care Holdings VI, LLC, a Delaware limited liability company, Sabra Health Care Investments, LP, a Delaware limited partnership, Sabra McCordsville Preferred Equity, LLC, a Delaware limited liability company, Sabra North Carolina GP, LLC, a Delaware limited liability company, Sabra Texas Properties IV, L.P., a Texas limited partnership, Sabra TRS Holdings, LLC, a Delaware limited liability company, SbraREIT Canadian GP V Inc., a Nova Scotia corporation and SbraREIT Canadian Properties V, Limited Partnership, a Alberta limited partnership (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”). The Issuers, the Parent, and the Guaranteeing Subsidiaries each have their address for purposes of the Indenture at 00000 Xxx Xxxxxx Xxx, Xxxxx 000; Xxxxxx, XX 00000,
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”), the Fourth Supplemental Indenture, dated as of April 30, 2014, which added certain guarantors, and the Fifth Supplemental Indenture, dated as of September 29, 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”);
4. NEW YORK LAW TO GOVERN. THIS SIXTH 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.
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[Signature pages follow]
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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 Sixth Supplemental Indenture]
SABRA 1717 PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA BEAVERCREEK PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA BRP CELEBRATION JV, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA CANADIAN GP I INC. | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA CANADIAN HOLDINGS, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA CANADIAN PROPERTIES I, LIMITED PARTNERSHIP | ||||
as a Guarantor | ||||
By: | SABRA CANADIAN GP I, Inc., its General Partner | |||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary |
[Signature Page to Sixth Supplemental Indenture]
SABRA CELEBRATION PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA CLARKSVILLE PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA DEERFIELD PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA HAGERSTOWN, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA HEALTH CARE HOLDINGS VI, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA HEALTH CARE INVESTMENTS, LP | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary |
[Signature Page to Sixth Supplemental Indenture]
SABRA MCCORDSVILLE PREFERRED EQUITY, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA NORTH CAROLINA, GP, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SABRA TEXAS PROPERTIES IV, L.P. | ||||
as a Guarantor | ||||
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 TRS HOLDINGS, LLC | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary | |||
SBRAREIT CANADIAN GP V INC. | ||||
as a Guarantor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary |
[Signature Page to Sixth Supplemental Indenture]
SBRAREIT CANADIAN PROPERTIES V, LIMITED PARTNERSHIP | ||||
as a Guarantor | ||||
By: | SBRAREIT CANADIAN GP V INC., | |||
its General Partner | ||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Chief Financial Officer and Secretary |
[Signature Page to Sixth Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||||
as Trustee, | ||||
By: | /s/ Xxxxxxx Tu | |||
Name: | Xxxxxxx Tu | |||
Title: | Assistant Vice President |
[Signature Page to Sixth Supplemental Indenture]