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, NATIONAL ASSOCIATION, as Trustee EIGHTH...
EXHIBIT 4.1
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, NATIONAL ASSOCIATION,
as Trustee
Dated as of August 20, 2013
To
INDENTURE
Dated as of February 17, 2012
6.375% SENIOR NOTES DUE 2022
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of August 20, 2013, by and among 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 a Guarantor, each of the other Guarantors (as defined in the Indenture), as Subsidiary Guarantors, and Wilmington Trust, National Association, existing under the laws of the United States of America, as Trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers, Parent and certain of Parent’s subsidiaries have heretofore executed and delivered an Indenture, dated as of February 17, 2012, as supplemented prior to the date hereof (the “Base Indenture,” as amended and supplemented from time to time, the “Indenture”), providing for the initial issuance by the Issuers of $200.0 million aggregate principal amount of 6.375% senior notes due 2022 (the “Initial Notes”);
WHEREAS, Section 9.01(a)(13) of the Base Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Base Indenture from time to time without the consent of the Holders (as defined in the Indenture) to provide for the issuance of Additional Notes (as defined in the Indenture) in accordance with the limitations set forth in the Base Indenture;
WHEREAS, all things necessary to make the New Notes (as defined below), when executed by the Issuers and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Base Indenture against payment therefor, the valid, binding and legal obligations of the Issuers and to make this Eighth Supplemental Indenture a valid, binding and legal agreement of the Issuers and the Guarantors, have been done;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers and each Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
SECTION I
DEFINITIONS
All Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein.
“New Notes” means the $150 million aggregate principal amount of Additional Notes issued under this Eighth Supplemental Indenture in accordance with Section 2.02 of the Base Indenture.
SECTION II
AUTHORIZATION AND ISSUANCE OF ADDITIONAL NOTES
The Issuers will be entitled, upon delivery of an Authentication Order and an Opinion of Counsel, subject to their compliance with Section 4.08 of the Base Indenture, to issue the New Notes under this Eighth Supplemental Indenture which will have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price. The Initial Notes and the New Notes issued will be treated as a single class for all purposes under the Indenture.
SECTION III
EXECUTION AND AUTHENTICATION OF NEW NOTES
The Trustee will, upon receipt of an Authentication Order, authenticate New Notes for issue that may be validly issued under this Eighth Supplemental Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in the Base Indenture.
SECTION IV
MISCELLANEOUS PROVISIONS
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 Eighth 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 Eighth 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 Eighth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Eighth Supplemental Indenture.
C. This Eighth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Eighth 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 Eighth Supplemental Indenture.
D. THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
E. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
2
IN WITNESS WHEREOF, the partries hereto have caused this Eighth Supplemental Indenture to be duly executed and attested, all as of the date first written above.
| Very truly yours, | ||
| MPT OPERATING PARTNERSHIP, L.P. | ||
| 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 | ||
| By: | /s/ R. Xxxxxx Xxxxxx | |
| Name: R. Xxxxxx Xxxxxx | ||
| Title: President, Secretary and General Manager | ||
| MEDICAL PROPERTIES TRUST, INC. | ||
| 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 | ||
| 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 | ||
[Signature Page to Eighth Supplemental Indenture]
| 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 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 | ||
[Signature Page to Eighth Supplemental Indenture]
| 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
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 | ||
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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 |
[Signature Page to Eighth Supplemental Indenture]
| 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
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, LLC, ITS GENERAL PARTNER
By: MEDICAL PROPERTIES TRUST, INC., ITS SOLE MEMBER |
[Signature Page to Eighth Supplemental Indenture]
| 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, LLC, ITS GENERAL PARTNER
By: MEDICAL PROPERTIES TRUST, INC., ITS SOLE MEMBER
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, 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 |
[Signature Page to Eighth Supplemental Indenture]
TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee,
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
[Signature Page to Eighth Supplemental Indenture]
