VENTAS, INC. Registration Rights AgreementRegistration Rights Agreement • December 6th, 2006 • Ventas Inc • Real estate investment trusts • New York
Ventas, Inc., a Delaware company (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 3 7/8% Convertible Senior Notes due 2011 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Company and the Representatives, dated November 27, 2006 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be convertible into shares of common stock, $0.25 par value (the “Common Stock”), of the Company. The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Subsidiary Guarantors, until certain conditions specified in the Indenture are met. To induce the Initial Purchasers to satisfy their obligations under the Purchase Agreement, the holders of the Notes will have the benefit of this registration rights agreement by and among
3 7/8% Convertible Senior Notes due 2011Indenture • December 6th, 2006 • Ventas Inc • Real estate investment trusts • New York
INDENTURE, dated as of December 1, 2006, between Ventas, Inc., a Delaware company (hereinafter called the “Issuer”), having its principal executive office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, a banking association organized under the laws of the United States, as trustee hereunder (hereinafter called the “Trustee”).
