0001193125-12-390574 Sample Contracts

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF SABRA IDAHO, LLC, a Delaware limited liability company
Operating Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Sabra Idaho, LLC, a Delaware limited liability company (the “Company”), made effective as of November 16, 2010, amends and restates the Amended and Restated Operating Agreement of the Company, effective as of October 27, 2010.

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LIMITED LIABILITY COMPANY AGREEMENT OF SABRA HEALTH CARE, L.L.C., a Delaware limited liability company
Limited Liability Company Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Sabra Health Care, L.L.C., a Delaware limited liability company (the “Company”), is made effective as of May 11, 2010, by the Sole Member (as that term is defined herein).

LIMITED LIABILITY COMPANY AGREEMENT OF SABRA HEALTH CARE VIRGINIA, LLC
Limited Liability Company Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts • Delaware

This Limited Liability Company Agreement of Sabra Health Care Virginia, LLC (this “Agreement”) is entered into by Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Member”), effective as of March 23, 2012.

COMPANY AGREEMENT OF SABRA TEXAS GP, LLC
Company Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts • Texas

This Company Agreement (this “Agreement”) of SABRA TEXAS GP, LLC, a Texas limited liability company (the “Company”), is dated as of April 25, 2011 and entered into by SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Member”).

SABRA TEXAS HOLDINGS, L.P. LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts • Texas

THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into effective as of January 20, 2012, by and among SABRA TEXAS HOLDINGS GP, LLC, a Texas limited liability company (“Sabra GP”), and SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership (“Sabra LP,” and together with Sabra GP, the “Partners”). In consideration of the mutual covenants and agreements contained herein, the Partners hereby agree as follows:

LIMITED LIABILITY COMPANY AGREEMENT OF SABRA HEALTH CARE DELAWARE, LLC
Limited Liability Company Agreement • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Sabra Health Care Delaware, LLC is entered into by Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Member”).

Contract
Third Supplemental Indenture • September 13th, 2012 • Sabra Phoenix TRS Venture, LLC • Real estate investment trusts • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 12, 2012, 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 Phoenix TRS Venture, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

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